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Finance

Company News

JLL Income Property Trust Inc.

03/18/2026 | Press release | Distributed by Public on 03/18/2026 11:05

and WELLS FARGO SECURITIES, LLC,as Joint Lead Arrangers and Joint Bookrunners (Form 8-K)

and

WELLS FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Bookrunners

___________________________

$600,000,000 Revolving Credit Loans

$400,000,000 Term Loans

___________________________

TABLE OF CONTENTS

Page

Section 1.01 Defined Terms 2

Section 1.02 Classification of Loans and Borrowings 38

Section 1.03 Terms Generally 39

Section 1.04 Accounting Terms; GAAP 39

Section 1.05 Interest Rates; Benchmark Notification 40

Section 1.06 [Intentionally Deleted] 40

Section 1.07 Divisions 40

ARTICLE II THE CREDITS 41

Section 2.01 The Commitments 41

Section 2.02 Loans and Borrowings 41

Section 2.03 Requests for Borrowings 42

Section 2.04 [Intentionally Deleted] 43

Section 2.05 [Intentionally Deleted] 43

Section 2.06 Funding of Borrowings 43

Section 2.07 Interest Elections 43

Section 2.08 Termination and Reduction of the Commitments 45

Section 2.09 Repayment of Loans; Evidence of Debt 46

Section 2.10 Prepayment of Loans 47

Section 2.11 Fees 48

Section 2.12 Interest 49

Section 2.13 Alternate Rate of Interest 50

Section 2.14 Increased Costs 52

Section 2.15 Break Funding Payments 54

Section 2.16 Withholding of Taxes; Gross-up 54

Section 2.17 Payments Generally; Pro Rata Treatment; Sharing of Setoffs 58

Section 2.18 Mitigation Obligations; Replacement of Lenders 60

Section 2.19 Use of Proceeds 62

Section 2.20 Affiliate Guaranty 62

Section 2.21 Defaulting Lenders 62

ARTICLE III REPRESENTATIONS AND WARRANTIES 64

Credit Agreement

Section 3.01 Organization; Powers 64

Section 3.02 Authorization; Enforceability 64

Section 3.03 Governmental Approvals; No Conflicts 64

Section 3.04 No Material Adverse Change 64

Section 3.05 Properties 64

Section 3.06 Litigation and Environmental Matters 65

Section 3.07 Compliance with Laws and Agreements 65

Section 3.08 Investment Company Status 66

Section 3.09 Taxes 66

Section 3.10 ERISA 66

Section 3.11 Disclosure 66

Section 3.12 Use of Credit 67

Section 3.13 Solvency 67

Section 3.14 No Default 67

Section 3.15 Insurance 67

Section 3.16 Credit Arrangements 67

Section 3.17 Organizational Documents 67

Section 3.18 Executive Offices; Places of Organization 68

Section 3.19 [Reserved] 68

Section 3.20 Subsidiaries 68

Section 3.21 No Materially Adverse Contracts, Etc 68

Section 3.22 Brokers 68

Section 3.23 Securities Act 68

Section 3.24 Tax Status 69

Section 3.25 Qualified Assets 69

Section 3.26 Anti-Corruption Laws and Sanctions 69

Section 3.27 Affected Financial Institutions 69

ARTICLE IV CONDITIONS 69

Section 4.01 Effective Date 69

Section 4.02 Each Credit Event 72

ARTICLE V AFFIRMATIVE COVENANTS 73

Section 5.01 Financial Statements and Other Information 73

Credit Agreement

iii

Section 5.02 Notices of Material Events 75

Section 5.03 Existence; Conduct of Business 75

Section 5.04 Payment of Obligations 76

Section 5.05 Maintenance of Properties; Insurance 76

Section 5.06 Books and Records; Inspection 76

Section 5.07 Compliance with Laws 76

Section 5.08 Use of Proceeds 76

Section 5.09 Further Assurances 77

Section 5.10 Tax Treatment 77

ARTICLE VI NEGATIVE COVENANTS 77

Section 6.01 Indebtedness 77

Section 6.02 Liens 77

Section 6.03 Fundamental Changes 78

Section 6.04 [Reserved] 79

Section 6.05 Environmental Liabilities 79

Section 6.06 Transactions with Affiliates 79

Section 6.07 Restrictive Agreements 79

Section 6.08 Fiscal Year; Fiscal Quarters 80

Section 6.09 Employees 80

Section 6.10 ERISA 80

Section 6.11 Change of Control 80

Section 6.12 Certain Financial Covenants 80

ARTICLE VII EVENTS OF DEFAULT 81

Section 7.01 Events of Default 81

Section 7.02 Remedies 85

Section 7.03 Application of Payments 85

ARTICLE VIII THE ADMINISTRATIVE AGENT 86

Section 8.01 Authorization and Action 86

Section 8.02 Administrative Agent's Reliance, Limitation of Liability, Etc 88

Section 8.03 Posting of Communications 90

Section 8.04 The Administrative Agent Individually 91

Section 8.05 Successor Administrative Agent 91

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Section 8.06 Acknowledgements of Lenders 92

Section 8.07 Certain ERISA Matters 95

Section 8.08 Borrower Communications 96

ARTICLE IX MISCELLANEOUS 97

Section 9.01 Notices 97

Section 9.02 Waivers; Amendments 99

Section 9.03 Expenses; Limitation of Liability; Indemnity; Damage Waiver 100

Section 9.04 Successors and Assigns 102

Section 9.05 Survival 106

Section 9.06 Counterparts; Integration; Effectiveness; Electronic Execution 106

Section 9.07 Severability 108

Section 9.08 Right of Setoff 108

Section 9.09 Governing Law; Jurisdiction; Service of Process; Etc 108

Section 9.10 WAIVER OF JURY TRIAL 109

Section 9.11 Limitation of Liability 110

Section 9.12 Headings 110

Section 9.13 Confidentiality 110

Section 9.14 Additional Commitments 111

Section 9.15 USA PATRIOT ACT 113

Section 9.16 Material Non-Public Information 113

Section 9.17 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 114

Section 9.18 Interest Rate Limitation 115

Section 9.19 No Fiduciary Duty, Etc 115

Section 9.20 Amendment and Restatement of the Third Amended and Restated Credit Agreement; Consequences of Effective Date 116

Section 9.21 Acknowledgment Regarding Any Supported QFCs 116

ARTICLE X UNENCUMBERED ASSET POOL 117

Section 10.01 Minimum Unencumbered Asset Value 117

Section 10.02 Replacement of Qualified Assets within the Unencumbered Asset Pool 117

Section 10.03 Release of Guarantors 119

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ARTICLE XI JOINT AND SEVERAL LIABILITY 119

Section 11.01 Definitions and Background 119

Section 11.02 Rights of the Administrative Agent and Lenders 119

Section 11.03 Obligations of Secondary Obligor to be Absolute 120

Section 11.04 Waivers of Defenses 120

Section 11.05 Impairment of Subrogation Rights 121

Section 11.06 Revival and Reinstatement 122

Section 11.07 Primary Obligor's Financial Condition 122

Section 11.08 Intent of Waivers 122

Section 11.09 Borrowers Joint and Several 123

SCHEDULE I - Commitments

SCHEDULE II - Initial Guarantors

SCHEDULE III - Subsidiaries

SCHEDULE IV - List of Funding Agreements and Other Credit Agreements

SCHEDULE V - List of Qualified Assets

EXHIBIT A-1 - Form of Revolving Credit Note

EXHIBIT A-2 - Form of Term Loan Note

EXHIBIT B - [Reserved]

EXHIBIT C - Form of Assignment and Assumption

EXHIBIT D - Form of Compliance Certificate, together with Schedule 1 (Form of Borrowing Base Certificate)

EXHIBIT E - [Reserved]

EXHIBIT F - Form of Borrower Administrative Questionnaire

EXHIBIT G - [Reserved]

EXHIBIT H - Form of Affiliate Guaranty

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

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

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

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

Credit Agreement

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of March 12, 2026, between JLL INCOME PROPERTY TRUST, INC., a Maryland corporation (the "REIT Borrower"), JLLIPT Holdings LP, a Delaware limited partnership (the "Non-REIT Borrower"; the REIT Borrower and the Non-REIT Borrower, each a "Borrower" and jointly and severally, the "Borrower") the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent on behalf of the Lenders (as defined herein) (in such capacity, together with any successor and assign in such capacity, the "Administrative Agent").

The REIT Borrower, certain Lenders and the Administrative Agent were parties to (a) an Amended and Restated Credit Agreement dated as of December 12, 2018 (the "Original Credit Agreement"), which Original Credit Agreement provided, among other things, for (i) revolving credit commitments in an aggregate principal or face amount not exceeding $300,000,000 and (ii) term loans in an aggregate principal or face amount not exceeding $100,000,000,(b) a Second Amended and Restated Credit Agreement dated as of May 24, 2021 (the "Second Amended and Restated Credit Agreement"), which Second Amended and Restated Credit Agreement amended and restated the Original Credit Agreement in its entirety and provided, among other things, for (i) revolving credit commitments in an aggregate principal or face amount not exceeding $415,000,000 and (ii) term loans in an aggregate principal or face amount not exceeding $235,000,000, and (c) a Third Amended and Restated Credit Agreement dated as of April 28, 2022 (the "Third Amended and Restated Credit Agreement"), which Third Amended and Restated Credit Agreement amended and restated the Second Amended and Restated Credit Agreement in its entirety and provided, among other things, for (i) revolving credit commitments in an aggregate principal or face amount not exceeding $600,000,000 as such amounts may be increased or reduced in accordance with the Third Amendment and Restated Credit Agreement, and (ii) term loans in an aggregate principal or face amount not exceeding $400,000,000 at any one time outstanding.

The Borrower Parties (as hereinafter defined) have requested that the Third Amended and Restated Credit Agreement be amended and restated in its entirety to, among other things, reflect certain modifications thereto and for Lenders (as hereinafter defined) to extend (i) revolving credit commitments to the Borrower in an aggregate principal or face amount not exceeding $600,000,000 as such amounts may be increased or reduced in accordance with this Agreement, and (ii) term loans to the Borrower in an aggregate principal or face amount not exceeding $400,000,000 at any one time outstanding. The Lenders are prepared to amend and restate the Third Amended and Restated Credit Agreement and extend such credit upon the terms and conditions hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend and restate the Third Amended and Restated Credit Agreement in its entirety effective as of the Effective Date (as hereinafter defined) to read as follows:

Credit Agreement

Article I

DEFINITIONS

Section 1.01 Defined Terms.

As used in this Agreement, the following terms have the meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

"Acceleration" has the meaning assigned to it in Section 7.01.

"Accepting Lender" has the meaning assigned to it in Section 9.14(b).

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

"Act" has the meaning assigned to it in Section 9.15.

"Additional Commitment Amount" has the meaning assigned to it in Section 9.14.

"Additional Commitment Notice" has the meaning assigned to it in Section 9.14(b).

"Administrative Agent" means JPMorgan, in its capacity as administrative agent for the Lenders hereunder, or any successor Administrative Agent appointed pursuant to Article VIII.

"Administrative Agent's Account" means an account designated by the Administrative Agent in a notice to Borrower and the Lenders.

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

"Affected Financial Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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

"Affiliate Guaranty" means the credit guaranty substantially in the form of Exhibit H executed and delivered by the Guarantors in favor of the Administrative Agent (on

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behalf of the Lenders) pursuant to Sections 4.01(h) and Article X, as may be Modified from time to time.

"Agent-Related Person" has the meaning assigned to it in Section 9.03(d).

"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 NYFRB Rate in effect on such day plus ½ of 1% and (c) the Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 6:00 a.m. New York City time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.13 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.13(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement.

"Alternative Investments" means Assets that do not represent direct or indirect investments (through joint ventures or otherwise) in private Projects, including investments in (i) property debt instruments of Persons in which the Borrower does not have an equity or debt ownership interest, (ii) public company equity or debt securities or (iii) equity or debt securities issued by a private company that is substantially engaged in an operating business (other than any such Person that is controlled by the Borrower); provided that Alternative Investments shall not include Assets that are (x) participating mortgages granted by a non-public Person or (y) debt instruments that are convertible to equity at the option of the Borrower.

"Ancillary Document" has the meaning assigned to it in Section 9.06(b).

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

"Applicable Parties" has the meaning assigned to it in Section 8.03(c).

"Applicable Percentage" means, (a) with respect to any Revolving Credit Lender, the percentage of the total Revolving Credit Commitments represented by such Lender's Revolving Credit Commitment; provided that, in the case of Section 2.21 when a Defaulting Lender shall exist, "Applicable Percentage" shall mean the percentage of the total Revolving Credit Commitments (disregarding any Defaulting Lender's Revolving Credit Commitment) represented by such Lender's Revolving Credit Commitment and (b) with respect to any Term

Credit Agreement

Loan Lender, the percentage of the total outstanding Term Loans held by such Lender; provided that, in the case of Section 2.21 when a Defaulting Lender shall exist, "Applicable Percentage" shall mean the percentage of the total outstanding Term Loans (disregarding any Defaulting Lender's outstanding Term Loans) represented by such Lender's outstanding Term Loans. If the Revolving Credit Commitments have terminated or expired, the Applicable Percentages for Revolving Credit Lenders shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments and to any Lender's status as a Defaulting Lender at the time of determination.

"Applicable Rate" means, for any day:

(a) with respect to any ABR Revolving Loan, Term Benchmark Revolving Loan or RFR Revolving Loan, as the case may be, the applicable rate per annum set forth below under the caption "ABR Spread (Revolving)" or "Term Benchmark and RFR Loan Spread (Revolving)", as the case may be, based upon the applicable Total Leverage Ratio on such date:


Total Leverage Ratio:	Term Benchmark and RFR Loan Spread (Revolving)	ABR Spread (Revolving)
< 35%	125 bps	25 bps
> 35% and < 40%	130 bps	30 bps
> 40% and < 45%	145 bps	45 bps
>45% and < 50%	155 bps	55 bps
> 50% and < 55%	175 bps	75 bps
> 55% and < 60%	195 bps	95 bps

(b) with respect to any ABR Term Loan or Term Benchmark Term Loan or RFR Term Loan, as the case may be, the applicable rate per annum set forth below under the caption "ABR Spread (Term)" or "Term Benchmark and RFR Loan Spread (Term)", as the case may be, based upon the applicable Total Leverage Ratio on such date:


Total Leverage Ratio:	Term Benchmark and RFR Loan Spread (Term)	ABR Spread (Term)
< 35%	120 bps	20 bps
> 35% and < 40%	125 bps	25 bps
> 40% and < 45%	140 bps	40 bps
> 45% and < 50%	150 bps	50 bps
> 50% and < 55%	170 bps	70 bps
> 55% and < 60%	190 bps	90 bps

The Applicable Rates shall be determined in accordance with the foregoing tables based on the most recent Financial Statements delivered pursuant to Section 5.01(a) or (c).

Credit Agreement

Adjustments, if any, to the Applicable Rates shall be effective on the third Business Day following the date that the Administrative Agent has received the applicable Financial Statements. If the Borrower fails to deliver the Financial Statements to the Administrative Agent at the time required pursuant to Section 5.01(a) or (c), then the applicable margins shall be the highest applicable margins set forth in the foregoing tables until the date that such Financial Statements are so delivered. The Applicable Rate is subject to increase by 20 bps during any Leverage Step Up Period.

"Approved Borrower Portal" has the meaning assigned to it in Section 8.08(a).

"Approved Electronic Platform" has the meaning assigned to it in Section 8.03(a).

"Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and 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 Uses" has the meaning assigned to it in Section 2.19.

"Arranger" means, collectively, JPMorgan, Capital One, National Association, BofA Securities, Inc., PNC Capital Markets LLC and Wells Fargo Securities, LLC, and their respective Affiliates.

"Asset" means, with respect to any Borrower Party, any Exchange Property Owner or any Exchange Fee Titleholder, any individual real property or other investment asset (or related group of assets which is treated by the Borrower as a single investment) owned directly or indirectly by such Borrower Party, Exchange Property Owner or Exchange Fee Titleholder from time to time.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit C or any other customary form (including electronic records generated by the use of an electronic platform) reasonably approved by the Administrative Agent.

"Availability Period" means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Credit Commitments.

"Available Commitment" means, as of any date, the lesser of (a) the Maximum Revolving Credit Loan Amount and (b) the maximum amount that will result in compliance with the Financial Covenants after giving effect to a requested Revolving Credit Loan (and taking into consideration the amount of outstanding Term Loans).

Credit Agreement

"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of "Interest Period" pursuant to clause (e) of Section 2.13.

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

"Bail-In Legislation" means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

"Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy", as now and hereafter in effect, or any successor statute.

"Bankruptcy Event" means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to or approval of any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person 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 permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

"Benchmark" means, initially, with respect to any (i) RFR Loan, the Daily Simple SOFR or (ii) Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR Rate, as applicable, or the then-current Benchmark, then

Credit Agreement

"Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.13.

"Benchmark Replacement" means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1) the Daily Simple SOFR; or

(2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of "Alternate Base Rate," the definition of "Business Day," the definition of "U.S. Government Securities Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the

Credit Agreement

administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

"Benchmark Replacement Date" means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of "Benchmark Transition Event", the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

"Benchmark Transition Event" means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component

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thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

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

"Benchmark Unavailability Period" means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13.

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

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.

"Benefit Plan" means any of (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a "plan" as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for

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purposes of the Plan Asset Regulations 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".

"BHC Act Affiliate" of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

"Borrower" has the meaning assigned to it in the Preamble.

"Borrower Communications" has the meaning assigned to it in Section 8.08(c).

"Borrower Party" means each of Borrower and the Guarantors.

"Borrowing" means Loans of the same Type made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect.

"Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially in the form approved by the Administrative Agent.

"Borrowing Base Certificate" has the meaning assigned to it in Section 5.01(f).

"Business Day" means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be any such day that is only a U.S. Government Securities Business Day (a) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings of such RFR Loan and (b) in relation to Loans referencing the Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Term SOFR Rate or any other dealings of such Loans referencing the Term SOFR Rate.

"Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

"Change in Law" means the occurrence after the date of this Agreement (or with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of (a) the adoption of 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) compliance by any Lender (or, for purposes of Section 2.14(b), by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that,

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notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a "Change in Law," regardless of the date enacted, adopted, issued or implemented.

"Change of Control" means the occurrence of any one, or both, of the following events:

(a) during any twelve (12) month period on or after the Effective Date, individuals who at the beginning of such period constituted the Board of Directors (the "Board of Directors") (together with any new directors whose election by the Board of Directors or whose nomination for election by the shareholders of Borrower was approved by a vote of at least a majority of the members of the Board of Directors then in office who either were members of the Board at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than death or disability) to constitute a majority of the members of the Board of Directors then in office; and/or

(b) any Person or group (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), but excluding any employee benefit plan of such Person or its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and the rules and regulations thereunder) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock shall have different voting powers) of the voting stock of Borrower equal to at least thirty percent (30%).

"Charges" has the meaning assigned to it in Section 9.17.

"Class" has the meaning assigned to it in Section 1.02.

"CME Term SOFR Administrator" means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

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

"Commitments" means the Revolving Credit Commitments and the Term Loan Commitments.

"Communications" has the meaning assigned to it in Section 9.01(d).

"Compliance Certificate" has the meaning assigned to it in Section 5.01(e).

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

"Consolidated Group" means the Borrower and all Subsidiaries which are required to be consolidated with them for financial reporting purposes under GAAP.

"Constituent Documents" means, with respect to any entity, its constituent, governing or organizational documents, including (a) in the case of a limited partnership, its certificate of limited partnership and its limited partnership agreement, (b) in the case of a limited liability company, its certificate of formation or organization and its operating agreement or limited liability company agreement, and (c) in the case of a corporation, its articles or certificate of incorporation and its by-laws.

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

"Controlling Joint Venture" means each joint venture in which the Borrower holds 65% or greater ownership interests and Control over all major financial and operating decisions (including sale and refinance) and capital planning.

"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.

"Covered Entity" means any of the following:

(i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

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

"Covered Party" has the meaning assigned to it in Section 9.21.

"Credit Party" means the Administrative Agent or any other Lender.

"Daily Simple SOFR" means, for any day (a "SOFR Rate Day"), a rate per annum equal SOFR for the day (such day "SOFR Determination Date") that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding

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such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator's Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator's Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Date will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator's Website. If the Daily Simple SOFR rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

"Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

"Defaulting Lender" means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) [Intentionally Deleted] or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender's good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender's good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party or the Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party's or the Borrower's receipt of such certification in form and substance satisfactory to it and the Administrative Agent, (d) [Intentionally Deleted] or (e) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21) upon delivery of written notice of such determination to the Borrower and each Lender (other than any Lender subject to a Bankruptcy Event).

"Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

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"Dollars" or "$" refers to lawful money of the United States of America.

"EBITDA" means, as of any date of determination, an amount equal to (x) the Borrower's net operating income for the most recent fiscal quarter ending on or most recently ended prior to such date, annualized plus (y) without duplication, if any Qualified Asset included in the calculation of the Unencumbered Asset Value shall have been acquired during such fiscal quarter, the budgeted annual net operating income for such Qualified Asset; provided that, to the extent any amounts pursuant to clause (y) shall be included in the calculation of EBITDA in connection with determining compliance with any provision of this Agreement, Borrower shall set forth in the Compliance Certificate or Borrowing Base Certificate, as applicable, delivered to Administrative Agent for the applicable period of determination, the name of the Qualified Asset and the corresponding amount so included and minus (z) any advisory fees or Borrower level expenses otherwise included in the Borrower's net operating income. Notwithstanding anything to the contrary contained herein, the calculation of EBITDA with respect to any Subsidiaries of the Borrower that are not Wholly-Owned Subsidiaries or any non-wholly owned Exchange Fee Titleholder or Exchange Property Owners shall be determined on an 'at share' basis.

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

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

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

"Effective Date" means the date of this Agreement.

"Electronic Signature" means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

"Eligible Mortgage Receivable" means, as of any date of determination, as applicable, any Mortgage Receivable owed to the Borrower or a Guarantor which satisfies the following conditions:

(a)such Mortgage Receivable is one hundred percent (100%) owned by the Borrower or a Qualified SPE (as defined below) and in the case of a Mortgage Receivable owned by a Qualified SPE, such Qualified SPE provides a guaranty;

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(b)such Mortgage Receivable is secured by a first Lien on a Target Property Type located within one of the 48 contiguous states of the United States, the District of Columbia, Alaska or Hawaii that has received a certificate of occupancy;

(c)the loan documents pertaining to the mortgage, deed of trust or deed to secure debt are governed by the law of a state of the United States;

(d)(i) neither the Borrower's beneficial ownership interest, directly or indirectly, in any such Subsidiary, nor the Mortgage Receivable is subject to any Lien (other than Permitted Encumbrances) or to any Negative Pledge (other than in favor of the Lenders pursuant to the Loan Documents) and (ii) Borrower or the applicable Subsidiary has the unilateral right to sell, transfer or otherwise dispose of such Mortgage Receivable and to create a Lien on such Mortgage Receivable as security for Indebtedness;

(e)the real property securing such Mortgage Receivable is free of all material structural defects, material title defects, material mechanical defects, material architectural defects, conditions that could give rise to a material environmental claim or other adverse physical matters not covered by insurance or for which no reserves have been established and which, individually or collectively, materially impair the value of such real property; and

(f)the real property securing such Mortgage Receivable is appropriately insured (including casualty, liability and, as applicable, wind, earthquake, environmental and flood insurance).

"Eligible Other Debt Receivable" means, as of any date of determination, as applicable, any Other Debt Receivable owed to the Borrower or a Guarantor which satisfies the following conditions:

(a)such Other Debt Receivable is one hundred percent (100%) owned by the Borrower or a Qualified SPE and in the case of an Other Debt Receivable owned by a Qualified SPE, such Qualified SPE provides a guaranty;

(b)such Other Debt Receivable is secured by a first Lien on a Target Property Type located within one of the 48 contiguous states of the United States, the District of Columbia, Alaska or Hawaii that has received a certificate of occupancy;

(c)the loan documents pertaining to the mortgage, deed of trust or deed to secure debt or mezzanine loan are governed by the law of a state of the United States;

(d)(i) neither the Borrower's beneficial ownership interest, directly or indirectly, in any such Subsidiary, nor the Other Debt Receivable is subject to any Lien (other than Permitted Encumbrances) or to any Negative Pledge (other than in favor of the Lenders pursuant to the Loan Documents) and (ii) Borrower or the applicable Subsidiary has the unilateral right to sell, transfer or otherwise dispose of such Other Debt Receivable and to create a Lien on such Other Debt Receivable as security for Indebtedness;

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(e)the real property securing, directly or indirectly, such Other Debt Receivable is free of all material structural defects, material title defects, material mechanical defects, material architectural defects, conditions that could give rise to a material environmental claim or other adverse physical matters not covered by insurance or for which no reserves have been established and which, individually or collectively, materially impair the value of such real property; and

(f)the real property securing, directly or indirectly. such Other Debt Receivable is appropriately insured (including casualty, liability and, as applicable, wind, earthquake, environmental and flood insurance).

"Environmental Laws" means all applicable and binding laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or material agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, the preservation or reclamation of natural resources, or the management, release or threatened release of any Hazardous Material.

"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Guarantors or any of their Subsidiaries resulting from or based upon (a) a material violation of any Environmental Law, (b) the material generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials in material violation of any Environmental Law, (c) the material release or threatened material release of any Hazardous Materials into the environment in violation of any Environmental Law or (d) any contract, agreement or other consensual arrangement pursuant to which material liability is assumed or imposed with respect to any of the foregoing.

"Equity Interests" means shares of common stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

"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 it in Section 7.01.

"Exchange Beneficial Interest" means a beneficial interest in a Delaware statutory trust that owns Exchange Property.

"Exchange Fee Titleholder" means the entity which is the owner of an Asset pursuant to an exchange that qualifies, qualified, or is intended to qualify, as an exchange under

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Section 1031 of the Code, which Asset is master leased to a Subsidiary of Borrower during the period before the exchange is either completed or fails.

"Exchange Program" means the program whereby Affiliates of Borrower will cause (a)(i) the formation of a Delaware statutory trust which will receive contributions of Assets from the Borrower or an Affiliate of the Borrower or acquire Assets from third parties, in each case which Assets will become Exchange Properties upon addition to the Exchange Program, and (ii) the sale of beneficial ownership interests in such Delaware statutory trust to Exchange Property Investors or (b) the sale of tenant in common interests in Assets owned by the Borrower or an Affiliate of the Borrower to Exchange Property Investors, and in each case will master lease such Exchange Properties to an Affiliate of Borrower (which master leases may be guaranteed by Borrower).

"Exchange Property" means an Asset owned directly or indirectly by a Delaware statutory trust or TIC Owners in connection with the Exchange Program, provided that any such Asset shall constitute an Exchange Property only so long as it is master leased to an Affiliate of Borrower which master lease may be guaranteed by Borrower.

"Exchange Property Investor" means any owner of an Exchange Beneficial Interest or owners of tenant in common interests in Assets ("TIC Owners").

"Exchange Property Master Lease" means a Master Lease pursuant to which an Exchange Property is master leased to an Affiliate of Borrower.

"Exchange Property Owner" means the Delaware statutory trust or TIC Owners owning directly or indirectly an Exchange Property.

"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 2.18(b)(iii)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient's failure to comply with Sections 2.16(f) and (g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

"Facility" means each of (a) the Term Loan Commitments and the Term Loans made hereunder (the "Term Facility") and (b) the Revolving Credit Commitments and the

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Revolving Credit Loans made hereunder (the "Revolving Facility"), and collectively, the "Facilities".

"FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, 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 entered into in connection with the implementation of the foregoing.

"Federal Funds Effective Rate" means, for any day, the rate calculated by the NYFRB based on such day's federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB's Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.

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

"Fee Letter" means collectively (i) that certain letter agreement, dated as of January 28, 2026, among the Borrower and the Administrative Agent, pursuant to which Borrower agreed to pay certain fees to the Administrative Agent and JPMorgan, in its capacity as an Arranger; (ii) that certain letter agreement, dated as of February 25, 2026, among the Borrower and PNC Bank, National Association and PNC Capital Markets LLC, pursuant to which Borrower has agreed to pay certain fees to PNC Capital Markets LLC, in its capacity as an Arranger, (iii) that certain letter agreement, dated as of March 12, 2026, among the Borrower and Capital One, National Association, pursuant to which Borrower has agreed to pay certain fees to Capital One, National Association , in its capacity as an Arranger, (iv) that certain letter agreement, dated as of March 2, 2026, among the Borrower, Bank of America, N.A. and BofA Securities, Inc., pursuant to which Borrower agreed to pay certain fees to BofA Securities, Inc., in its capacity as an Arranger and (v) that certain letter agreement, dated as of March 12, 2026, among the Borrower, Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC, pursuant to which Borrower agreed to pay certain fees to Wells Fargo Securities, LLC, in its capacity as an Arranger.

"Financial Covenants" has the meaning assigned to it in Section 6.12.

"Financial Statements" has the meaning assigned to it in Section 5.01(d).

"Fixed Charges Ratio" means, as at any date, the ratio of (a) EBITDA calculated as at such date to (b) Interest Expense (as such term is reported on Borrower's financial statements) plus scheduled amortization (excluding balloon payments due at maturity) on Total Outstanding Indebtedness for the most recent fiscal quarter ending on or most recently ended prior to such date, annualized; provided that, with respect to such scheduled amortization

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amounts, Borrower shall set forth in the Compliance Certificate or Borrowing Base Certificate, as applicable, delivered to Administrative Agent for the applicable period of determination: the name, and corresponding amount of amortization included in the calculation of Fixed Charges Ratio; provided further that, notwithstanding anything to the contrary contained herein, any calculation of Interest Expense or scheduled amortization with respect to any Subsidiaries of Borrower that are not Wholly-Owned Subsidiaries shall be determined on an 'at share' basis.

"Floor" means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate or the Daily Simple SOFR, as applicable. For the avoidance of doubt, the initial Floor for each of the Term SOFR Rate and the Daily Simple SOFR is 0.00%.

"Foreign Lender" means any Lender that is not a U.S. Person.

"Fund Entity" means the Borrower and each direct or indirect Subsidiary of Borrower.

"GAAP" means generally accepted accounting principles in the United States of America.

"Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

"Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of 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 so 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.

"Guarantors" means, jointly and severally, (i) any Initial Guarantors and (ii) any Supplemental Guarantors, as the same may exist from time to time (until any such Initial Guarantor or Supplemental Guarantor is released pursuant to the terms hereof).

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"Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

"Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others or performance of obligations, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations under or in respect of Swap Agreements, (k) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances, and (l) all obligations under master leases and purchase obligations. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For the avoidance of doubt, accrued offering costs shall not constitute Indebtedness. Notwithstanding the foregoing, Indebtedness shall not include (a) any liability under an Exchange Property Master Lease (including any guaranty thereof by the Borrower) that would otherwise constitute indebtedness for the purposes of GAAP, (b) any Indebtedness associated with or attributed to an Exchange Property, other than the Consolidated Group's pro rata share (corresponding to the pro rata share of the Exchange Beneficial Interests in the Exchange Property Owner or the tenant in common interests that are owned by the Consolidated Group) of such Indebtedness or (c) any "non-existent" financial obligation liability in respect of an Exchange Property added to the Borrower's balance sheet that would otherwise constitute indebtedness for the purposes of GAAP.

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

"Indemnitee" has the meaning assigned to it in Section 9.03(b).

"Individual Unencumbered Asset Value" has the meaning assigned to it in the definition of Unencumbered Asset Value.

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"Ineligible Institution" means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof or (d) the Borrower or any of its Affiliates; provided that, with respect to clause (c), such holding company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business.

"Information" has the meaning assigned to it in Section 9.13.

"Initial Guarantors" means those Persons as set forth on Schedule II.

"Interest Election Request" means a request by Borrower to convert or continue a Borrowing in accordance with Section 2.07.

"Interest Payment Date" means the fifth (5th) day of each month and the Maturity Date.

"Interest Period" means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one month thereafter (subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as the applicable Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.13(e) shall be available for specification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

"Investors" means, from time to time, each of the investors of Borrower.

"IRS" means the United States Internal Revenue Service.

"JPMorgan" means JPMorgan Chase Bank, N.A.

"Lender Parent" means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

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"Lender-Related Person" has the meaning assigned to it in Section 9.03(b).

"Lenders" means the Revolving Credit Lenders and the Term Loan Lenders.

"Leverage Step Up Period" has the meaning assigned to it in Section 6.12(e).

"Liabilities" means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

"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, or any other type of preferential arrangement that has the practical effect of creating a security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to 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.

"Loan Documents" means, collectively, this Agreement, the Notes, the Affiliate Guaranty, the Fee Letter and each other agreement, instrument or document required to be executed and delivered in connection with the Loans, together with any renewals, extensions, amendments or modifications thereof.

"Loans" means the Revolving Credit Loans and the Term Loans.

"Majority Facility Lenders" means, with respect to either Facility, the holders of more than 50% of the total Term Loan Exposures or the total Revolving Credit Commitments, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, after any termination of the Revolving Credit Commitments, the holders of more than 50% of the total Revolving Credit Exposures); provided that, in the event any Revolving Credit Lender shall be a Defaulting Lender, then for so long as such Lender is a Defaulting Lender, "Majority Facility Lenders" under the Revolving Facility means Lenders (excluding all Defaulting Lenders) having more than 50% of the total Revolving Credit Commitments (or total Revolving Credit Exposures) outstanding under the Revolving Facility (excluding Revolving Credit Commitments and Revolving Credit Exposures of all Defaulting Lenders); provided that for the purpose of determining the Majority Facility Lenders needed for any waiver, amendment, modification or consent, (i) any Lender that is a Borrower Party, or any Affiliate of the Borrower Parties shall be disregarded and (ii) so long as there are only two (2) Lenders who are not Defaulting Lenders at such time with respect to the Facility then subject to such waiver, amendment, modification or consent, "Majority Facility Lenders" shall be deemed to mean both such Lenders.

"Margin Stock" means "margin stock" within the meaning of Regulations T, U and X of the Board.

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operating or financial condition of Borrower and its Subsidiaries taken as a whole, (b) the

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ability of any Borrower Party to perform any of its respective obligations under this Agreement or any of the other Loan Documents to which it is a party or (c) the validity or enforceability of any of the Loan Documents or the rights of or benefits available to the Administrative Agent and the Lenders under this Agreement or any of the other Loan Documents.

"Material Acquisition" mean an acquisition of assets with a total cost that is more than ten percent (10%) of the Total Asset Value based on the most recent Compliance Certificate submitted prior to such acquisition.

"Material Amendment" means an amendment, modification, termination, waiver or change that (i) in the case of any Borrower Party, could reasonably be expected to materially and adversely affect the rights, remedies, security interests or liens of the Lenders or the Administrative Agent, (ii) in the case of any Borrower Party, would affect the ability of the Borrower Parties to enter into indebtedness (including leverage limitations and indebtedness limitations as set forth in the Borrower's Constituent Documents), (iii) in the case of the Borrower, would affect the Borrower's investment restrictions in any material respect or (iv) in the case of the Borrower, would modify the Valuation Guideline.

"Maturity Date" means March 13, 2028 with respect to the Revolving Facility and the Term Facility, as such date may be extended with respect to the Revolving Facility and/or the Term Facility in accordance with Section 2.08(e) (or such earlier date as the Loans shall have been accelerated in accordance with the terms hereof).

"Maximum Rate" has the meaning assigned to it in Section 9.18.

"Maximum Revolving Credit Loan Amount" means, from time to time the aggregate of all Revolving Credit Commitments, as such Revolving Credit Commitments may be reduced at Borrower's option pursuant to Section 2.08 or increased pursuant to Section 9.14.

"Modifications" means any amendments, supplements, modifications, renewals, replacements, consolidations, severances, substitutions and extensions thereof from time to time; "Modify", "Modified", or related words shall have meanings correlative thereto.

"Moody's" means Moody's Investors Service, Inc.

"Mortgage Receivable" means the principal amount of an obligation owing to the Borrower or any Subsidiary of the Borrower that is secured by a first priority mortgage, deed of trust, deed to secure debt or other similar security interest made by a Person owning an interest in real estate granting a Lien on such interest in real estate as security for the payment of Indebtedness of which (x) Borrower or other Subsidiary is the holder and retains the rights of collection of all payments thereunder, and (y) the mortgagor or grantor with respect to such Mortgage Receivable is not delinquent sixty (60) days or more in interest or principal payments due thereunder.

"Negative Pledge" has the meaning assigned to it in Section 6.07.

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"Net Asset Value" means, the net asset value of the Borrower's assets determined in accordance with the Valuation Guidelines.

"Non-Recourse" means, with reference to any obligation or liability, any obligations or liability for which a Person, as obligor thereunder, is not liable or obligated other than as to such Person's interest in a specifically identified asset only, subject to such limited exceptions to the non-recourse nature of such obligation or liability, such as, but not limited to, fraud, misappropriation, misapplication, environmental indemnities, and completion obligations as to construction or development, in each case, as are usual and customary in like transactions involving institutional lenders at the time of the incurrence of such obligation or liability.

"Non-Recourse Party" has the meaning assigned to it in Section 9.11.

"Non-REIT Borrower" has the meaning assigned to it in the Preamble.

"Notes" means the Revolving Credit Notes and the Term Loan Notes.

"NYC Retail Fund" shall mean the Borrower's investment in MADISON NYC CORE RETAIL PARTNERS, LP fund.

"NYFRB" means the Federal Reserve Bank of New York.

"NYFRB Rate" means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term "NYFRB Rate" means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement.

"NYFRB's Website" means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

"Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of, any Borrower Party arising under any Loan Document, absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against such Borrower Party of any proceeding under any debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees, indemnities and other amounts payable by any Borrower Party, in each case, under any Loan Document to which such Borrower Party is a party and (b) the obligation of any Borrower Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent or any Lender, in each case in its sole discretion, may elect in accordance with the Loan Documents to pay or advance on behalf of such Borrower Party.

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"144A Securities" means securities issued pursuant to Rule 144A under the Securities Act of 1933, as amended.

"Original Credit Agreement" has the meaning assigned to it in the recitals.

"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 Debt Receivable" means the principal amount of an obligation owing to the Borrower or any Subsidiary of the Borrower that is secured by second priority mortgage, deed of trust, deed to secure debt, mezzanine loan or other similar security interest made by a Person owning an interest in real estate granting a Lien on such interest in real estate as security for the payment of Indebtedness of which (x) Borrower or other Subsidiary is the holder and retains the rights of collection of all payments thereunder, and (y) the mortgagor or grantor with respect to such Other Debt Receivable is not delinquent sixty (60) days or more in interest or principal payments due thereunder.

"Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18(b)(iii)).

"Overnight Bank Funding Rate" means, for any day, the rate comprised of both overnight federal funds and overnight term benchmark borrowings denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB's Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

"Participant" has the meaning assigned to it in Section 9.04.

"Participant Register" has the meaning assigned to it in Section 9.04(e).

"Payment" has the meaning assigned to it in Section 8.06(c).

"Payment Notice" has the meaning assigned to it in Section 8.06(c).

"Permitted Encumbrances" means:

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(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) Liens of carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(j) or Liens on cash and cash equivalents securing obligations with respect to letters of credit that support any such judgments;

(f) easements, zoning restrictions, rights of way, covenants and restrictions and similar encumbrances on real property imposed by law or Governmental Authority or existing at the time such real property was acquired by a Borrower Party or arising in the ordinary course of business, in each case, that do not secure any monetary obligations and do not materially diminish the value of the affected property or materially interfere with the ordinary conduct of business of such Borrower Party;

(g) assignments of past due receivables for collection purposes only;

(h) leases or subleases granted in the ordinary course of business; and

(i) Liens and rights of setoff of banks and securities intermediaries in respect of deposit accounts and securities accounts maintained in the ordinary course of business;

provided that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness (other than as permitted in clause (e) above).

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

"Plan Assets" means "plan assets" within the meaning of the Plan Asset Regulation.

"Plan Asset Regulation" means Department of Labor Regulation Section 2510.3-101, 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA.

"Prepayment Trigger Date" has the meaning assigned to it in Section 2.10(b)(i).

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"Prime Rate" means the rate of interest last quoted by The Wall Street Journal as the "Prime Rate" in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

"Proceeding" means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

"Process Agent" has the meaning assigned to it in Section 9.09(d).

"Project" has the meaning assigned to it in the definition of "Qualified Assets".

"Proposed Modification" has the meaning assigned to it in Section 6.03(b).

"Proposed Modification Notice" has the meaning assigned to it in Section 6.03(b).

"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-Sider" means a Lender whose representatives may trade in securities of the Borrower or its Controlling person or any of its Subsidiaries while in possession of the financial statements provided by the Borrower under the terms of this Agreement.

"QFC" has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

"QFC Credit Support" has the meaning assigned to it in Section 9.21.

"Qualified Assets" shall mean each real estate Asset (each, a "Project") accepted as a Qualified Asset on the Effective Date or otherwise pursuant to Article X (and which has not been subsequently removed pursuant to Article X) and satisfies all of the following requirements:

(a) Such Project is of a Target Property Type located within one of the 48 contiguous states of the United States, the District of Columbia, Alaska or Hawaii;

(b) Such Project is Wholly-Owned by Borrower or a Subsidiary Owner which has good fee or permitted ground leasehold title to the Project, and in the case of a Project owned by a Subsidiary Owner, the applicable Guarantor provides a Guaranty as provided in Section 10.02;

(c) Such Project is subject to no Lien (other than Permitted Encumbrances) and with respect to which the applicable Subsidiary Owner has no secured or unsecured Indebtedness

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(other than current trade payables and pari passu or subordinate unsecured guarantees of other indebtedness permitted in accordance with the Section 6.12);

(d) Such Project is not subject to any agreement which prohibits or limits the ability of the Borrower or any Subsidiary Owner to create or incur any Lien (other than Permitted Encumbrances) upon such Project, including, without limitation, a Negative Pledge or similar covenant or restriction;

(e) Such Project is not subject to any agreement which entitles any entity to the benefit of any Lien (other than Permitted Encumbrances) on such Projects upon the occurrence of any contingency (including, without limitation, pursuant to an "equal and ratable" clause);

(f) Such Project has no material recognized environmental condition except for conditions which are not individually or collectively reasonably likely to result in a property-level material adverse effect;

(g) Such Project is in material compliance with all laws, regulations and orders of any governmental authority applicable to it (including all applicable zoning laws) except for any non-compliance which is not individually or collectively reasonably likely to result in a property-level material adverse effect;

(h) At least 70% of the net lettable area of such Project is leased, provided that such 70% test shall not need to be satisfied so long as the (a) the amount obtained by adding together the following amounts obtained for each Qualified Asset then in the Unencumbered Asset Pool (and including any Project then being proposed for inclusion in the Unencumbered Asset Pool): (i) the Individual Unencumbered Asset Value for a Project multiplied by (ii) such Project's percentage leased net lettable area divided by (b) the then Unencumbered Asset Value for the Unencumbered Asset Pool (and including any Project then being proposed for inclusion in the Unencumbered Asset Pool), is at least 80%;

(i) Such Project is not an Alternative Investment nor a Value Add Investment; and

(j) Such Project has been designated as a "Qualified Asset" on Schedule V or in a subsequent Borrowing Base Certificate and in either event has not been removed as a Qualified Asset pursuant to Article X.

Upon any Qualified Asset ceasing to qualify as a Qualified Asset for any reason, such Qualified Asset shall no longer be included in the calculation of the Unencumbered Asset Value. For the avoidance of confusion, none of the required criteria set forth above for Qualified Assets shall be deemed modified or waived to the extent of any representation, warranty or covenant contained in this Agreement which may be broader in scope as applied to the Borrower Parties, their Subsidiaries or their properties generally.

"Qualified SPE" has the meaning assigned to it in the definition of "Subsidiary Owner".

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

"Recourse" means, with reference to any obligation or liability, any direct or indirect liability or obligation that is not Non-Recourse to the obligor thereunder. For purposes hereof, a Person shall not be deemed to be "indirectly" liable for the liabilities or obligations of an obligor solely by reason of the fact that such Person has an ownership interest in such obligor, provided that such Person is not otherwise legally liable, directly or indirectly, for such obligor's liabilities or obligations (e.g., by reason of a guaranty or contribution obligations, by operation of law or by reason of such Person being a general partner of such obligor).

"Reference Time" with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 6:00 a.m. (New York City time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if following a Benchmark Transition Event and a Benchmark Replacement Date with respect to the Term SOFR Rate, such Benchmark is Daily Simple SOFR, then four U.S. Government Securities Business Days prior to such setting or (3) if such Benchmark is none of the Term SOFR Rate or Daily Simple SOFR, the time determined by the Administrative Agent in its reasonable discretion.

"Register" has the meaning assigned to it in Section 9.04(c).

"Regulation T" means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

"Regulation U" means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

"Regulation X" means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

"REIT" means a Person qualifying for treatment as a "real estate investment trust" under Sections 856-859 of the Code.

"REIT Borrower" has the meaning assigned to it in the Preamble.

"Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates.

"Relevant Governmental Body" means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB, or, in each case, any successor thereto.

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"Relevant Rate" means (i) with respect to any Term Benchmark Borrowing, the Term SOFR Rate or (ii) with respect to any RFR Borrowing, the Daily Simple SOFR, as applicable.

"REOC" means a "real estate operating company" within the meaning of Regulation Section 2510.3-101(e) of the Plan Asset Regulation.

"Required Lenders" means, at any time, the Administrative Agent and Lenders who are not Defaulting Lenders having Term Loan Exposures, Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Term Loan Exposures, Revolving Credit Exposures and unused Commitments of Lenders (excluding Defaulting Lenders) at such time; provided that for the purpose of determining the Required Lenders needed for any waiver, amendment, modification or consent, (i) any Lender that is a Borrower Party, or any Affiliate of the Borrower Parties shall be disregarded and (ii) so long as there are only two (2) Lenders who are not Defaulting Lenders at such time, "Required Lenders" shall be deemed to mean both such Lenders.

"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

"Responsible Officer" means, (a) in the case of a corporation, its chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer or controller, general counsel or the equivalent of any of the foregoing (other than a secretary or assistant secretary except for purposes of delivering incumbency certificates), and, in any case where two Responsible Officers are acting on behalf of such corporation, the second such Responsible Officer may be any secretary or assistant secretary or the equivalent thereof; (b) in the case of a limited partnership, any officer of its general partner or ultimate general partner, as the case may be, or any officer of an entity that has authority to act on behalf of such general partner or ultimate general partner, acting on behalf of the general partner or ultimate general partner in its capacity as such of the limited partnership; or (c) in the case of a limited liability company, its chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer or controller, general counsel or the equivalent of any of the foregoing (other than a secretary or assistant secretary except for purposes of delivering incumbency certificates), and, in any case where two Responsible Officers are acting on behalf of such limited liability company, the second such Responsible Officer may be any secretary or assistant secretary or the equivalent thereof, any manager or managing member, in its capacity as manager or managing member of such limited liability company; and (d) solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Borrowers so designated by any of the foregoing officers in a notice to Administrative Agent. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

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"Restricted Payment" means partnership or other organizational distributions or dividends of any Borrower Party (in cash, property or obligations) on, or other payments or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition of, any portion of any membership interest or partnership interest (whether general or limited) in a Borrower Party or of any warrants, options or other rights to acquire any such partnership interest (or to make any payments to any Person, such as "phantom stock" payments, where the amount thereof is calculated with reference to fair market or equity value of a Borrower Party or any Subsidiary).

"Revolving Credit Commitment" means, with respect to each Lender, the commitment of such Lender to make Revolving Credit Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) increased from time to time pursuant to Section 9.14 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Revolving Credit Commitment is set forth on Schedule I, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The original aggregate principal amount of the Revolving Credit Commitments is $600,000,000.

"Revolving Credit Exposure" means, with respect to any Revolving Credit Lender at any time, the sum of the outstanding principal amount of such Revolving Credit Lender's Loans.

"Revolving Credit Lenders" means the Persons having Revolving Credit Commitments listed on Schedule I and any other Person that shall hold Revolving Credit Loans and Revolving Credit Commitments after giving effect to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

"Revolving Credit Loans" means the loans made by the Lenders to the Borrowers pursuant to Section 2.01(a) of this Agreement.

"Revolving Credit Notes" means the promissory notes for Revolving Credit Loans provided for in Section 2.09(f) and all promissory notes delivered in substitution or exchange therefor, in each case as the same shall be modified and supplemented and in effect from time to time.

"Revolving Facility" has the meaning assigned to it in the definition of "Facility".

"RFR Borrowing" means, as to any Borrowing, the RFR Loans comprising such Borrowing.

"RFR Loan" means a Loan that bears interest at a rate based on the Daily Simple SOFR.

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"Sanctioned Country" means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, the so-called Donetsk People's Republic, the so-called Luhansk People's Republic, the Crimea Region of Ukraine, Cuba, Iran and North Korea).

"Sanctioned Person" means, at any time, any Person subject or target of any Sanctions, including (a) any Person listed in any Sanctions-related list of designated Persons maintained by the U.S. government, including by Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations Security Council, the European Union, His Majesty's Treasury of the United Kingdom or other relevant sanctions authority in any jurisdiction in which (a) the Borrower or any of its Subsidiaries located or conducts business, (b) in which any of the proceeds of the extensions of credit under this Agreement will be used, or (c) from which repayment of the extensions of credit under this Agreement will be derived, (b) any Person operating from, or organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) (for purposes of defining a Sanctioned Person, as ownership and control are defined and/or established in and/or by any applicable laws, rules, regulations, or orders).

"Sanctions" means all economic or financial sanctions, trade embargoes or similar restrictions imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.

"S&P" means Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc.

"SEC" means the Securities and Exchange Commission of the United State of America.

"Second Amended and Restated Credit Agreement" has the meaning assigned to it in the recitals.

"SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

"SOFR Administrator" means the NYFRB (or a successor administrator of the secured overnight financing rate).

"SOFR Administrator's Website" means the NYFRB's website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

"SOFR Determination Date" has the meaning assigned to it in the definition of "Daily Simple SOFR".

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"SOFR Rate Day" has the meaning assigned to it in the definition of "Daily Simple SOFR".

"Solvent" means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities, including contingent debts and liabilities, beyond such Person's ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person's property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"Subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, directly or indirectly owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise specified, "Subsidiary" means a Subsidiary of Borrower.

"Subsidiary Owner" means a Wholly-Owned Subsidiary of Borrower (a "Qualified SPE") which has good fee or permitted leasehold title to Qualified Asset.

"Supplemental Guarantor" shall mean each Person that, after the date hereof, executes an Accession Agreement to become party to the Affiliate Guaranty and delivers each of the other documents, and satisfies the other conditions, required under Section 2.20 of this Agreement.

"Supported QFC" has the meaning assigned to it in Section 9.21.

"Swap Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions. For purposes hereof, the credit exposure at any time of any Person under a Swap Agreement to which such Person is a party shall be determined at such time in accordance with the standard methods of calculating

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credit exposure under similar arrangements as reasonably prescribed from time to time by the Administrative Agent, taking into account (a) potential interest rate movements, (b) the respective termination provisions, (c) the notional principal amount and term of such Swap Agreement and (d) any provisions providing for the netting of amounts payable by and to a Person thereunder (or simultaneous payments of amounts by and to such Person); provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

"Syndication Agents" means, collectively, JPMorgan, Capital One, National Association, BofA Securities, Inc., PNC Capital Markets LLC and Wells Fargo Securities, LLC, and their respective Affiliates.

"Target Property Types" means each of the following property types (with each such classification reasonably determined by the Borrower): industrial, single family rental, multi-family, office, self-storage and retail and, for the avoidance of doubt, Target Property Types (i) shall include such property types if they have a garage and (ii) shall not be deemed to include any hotel properties or any property that is an Alternative Investment or a Value Add Investment.

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

"Term Benchmark" when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Term SOFR Rate.

"Term Facility" has the meaning assigned to it in the definition of "Facility".

"Term Loan Commitment" means, with respect to each Lender, the commitment of such Lender to make Term Loans, as such commitment may be (a) increased from time to time pursuant to Section 9.14 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Term Loan Commitment is set forth on Schedule I, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The original aggregate principal amount of the Term Loan Commitments is $400,000,000.00.

"Term Loan Exposure" means, with respect to any Lender at any time, the outstanding principal amount of such Lender's Term Loans.

"Term Loan Lenders" means the Persons having Term Loan Commitments listed on Schedule I and any other Person that shall hold Term Loans after giving effect to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

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"Term Loan Notes" means the promissory notes provided for Term Loans in Section 2.09(f) and all promissory notes delivered in substitution or exchange therefor, in each case as the same shall be modified and supplemented and in effect from time to time.

"Term Loans" means the loans made by the Lenders to the Borrowers pursuant to Section 2.01(b) of this Agreement.

"Term SOFR Determination Day" has the meaning assigned to it under the definition of Term SOFR Reference Rate.

"Term SOFR Rate" means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 6:00 a.m., New York City time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator. If the Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

"Term SOFR Reference Rate" means, for any day and time (such day, the "Term SOFR Determination Day"), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the "Term SOFR Reference Rate" for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

"Third Amended and Restated Credit Agreement" has the meaning assigned to it in the recitals.

"TIC Owners" has the meaning assigned to it in the definition of "Exchange Property Investor".

"Total Assets" means, as at any date, the aggregate value of all assets of the Borrower, including on a consolidated basis, any Subsidiaries of the Borrower, as determined by the Borrower in accordance with Borrower's ordinary course of business and in accordance with the Valuation Guidelines, but not in excess of the "as is" value of any asset determined pursuant to a third party appraisal performed by a third party appraiser retained by Borrower in Borrower's reasonable discretion, provided that all such appraisals must contain an "as is" valuation. Notwithstanding anything to the contrary contained herein, (x) any calculation of

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Total Assets with respect to any Subsidiaries of Borrower that are not Wholly-Owned Subsidiaries shall be determined on an 'at share' basis and (y) any calculation of Total Assets shall exclude the value of assets of any Exchange Property Owner or Exchange Fee Titleholder other than the Borrower's pro rata share therein (corresponding to the pro rata share of the Exchange Fee Titleholder, Exchange Beneficial Interests in the Exchange Property Owner or the tenant in common interests that are owned by the Borrower).

"Total Asset Value" means, as at any date, (a) Total Assets, including the GAAP book value of Mortgage Receivables and Other Debt Receivables, minus (b) an amount equal to any value (determined in the same manner as described in the definition of "Total Assets") relating to any portion of Total Assets owned by a Subsidiary of Borrower, which Subsidiary is subject to any of the types of events referred to in Section 7.01 clauses (f) (with respect to Indebtedness that is Recourse to such Subsidiary), (g), (h), (i) or (j) (with respect to judgments against such Subsidiary); provided that, notwithstanding anything to the contrary contained herein, (i) any such calculation pursuant to the foregoing clause (b) with respect to any Subsidiaries of Borrower that are not Wholly-Owned Subsidiaries shall be determined on an 'at share' basis, (ii) the maximum aggregate amount of Mortgage Receivables and Other Debt Receivables shall not exceed 15% of Total Asset Value, and (iii) any such calculation pursuant to the foregoing clause (a) shall exclude the value of any assets that are purchased in excess of the Maximum Permitted Investments covenant limit set forth in Section 6.12(k).

"Total Leverage Ratio" means, as at any date, the percentage obtained by dividing Total Outstanding Indebtedness by the Total Asset Value.

"Total Outstanding Indebtedness" means, as at any date, the principal amount of aggregate outstanding Indebtedness of Borrower and its Subsidiaries (as reported in the then current Financial Statements of Borrower on a consolidated basis, without regard to the market value adjustment included therein and without duplication).

"Total Secured Debt Ratio" means, as at any date, the percentage obtained by dividing the Total Secured Indebtedness by Total Asset Value.

"Total Secured Indebtedness" means, as at any date, that portion of aggregate outstanding Indebtedness of the Borrower and any Subsidiaries of the Borrower that hold any of the Borrower's assets (as reported in the then current Financial Statements) that is, without duplication, secured by a Lien, including any Lien resulting from any pledge of the Equity Interests in any Subsidiary of the Borrower. Notwithstanding anything to the contrary contained herein, any calculation of Total Secured Indebtedness with respect to any Subsidiaries of Borrower that are not Wholly-Owned Subsidiaries shall be determined on an 'at share' basis.

"Total Secured Recourse Debt Ratio" means, as at any date, the percentage obtained by dividing the Total Secured Recourse Indebtedness by Total Asset Value.

"Total Secured Recourse Indebtedness" means, as at any date, that portion of aggregate Total Secured Indebtedness of the Borrower and any Subsidiaries of the Borrower that

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hold any of the Borrower's assets (as reported in the then current Financial Statements) that is Recourse to Borrower or such Subsidiary.

"Total Unsecured Indebtedness" means, as at any date, all of the unsecured Indebtedness of Borrower Parties without duplication; and for the purposes hereof such term shall include the aggregate outstanding amount of the Revolving Credit Exposure and Term Loan Exposure of the Lenders on such date.

"Transactions" means the execution, delivery and performance by the Borrower Parties of this Agreement and the other Loan Documents to which they are a party, the borrowing of Loans, the use of the proceeds thereof.

"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 the Term SOFR Rate, the Alternate Base Rate or, if applicable, Daily Simple SOFR.

"UK Financial Institutions" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

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

"Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

"Unencumbered Asset Pool" means (i) the Qualified Assets and (ii) 90% or greater owned and controlled (including the unilateral right to sell and encumber the underlying asset) joint ventures that would otherwise qualify as Qualified Assets but for such asset being a joint venture (the "JV Assets"), in each case listed on Schedule V attached hereto, as the same may be modified in accordance with the terms thereof, each of which is owned by the Borrower or the Guarantor indicated thereon; provided that, no more than 15% of the Unencumbered Asset Pool may consist of JV Assets.

"Unencumbered Asset Value" means the aggregate value of (i) the Unencumbered Asset Pool as determined by the Borrower prior to the Effective Date and, from time to time, in accordance with Borrower's ordinary course of business and the Valuation Policy set forth in the Partnership Agreement, but not in excess of the "as is" value of any asset determined pursuant to a quarterly third party appraisal (provided newly acquired Qualified Assets shall be so appraised beginning six (6) months following the acquisition of any such Qualified Assets) performed by a third party appraiser retained by Borrower in Borrower's reasonable discretion plus (ii) the GAAP book value of Eligible Mortgage Receivables and Eligible Other Debt Receivables; provided, however, (x) the maximum aggregate amount of

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Mortgage Receivables and Other Debt Receivables included in Unencumbered Asset Value shall not exceed 15% of Unencumbered Asset Value and (y) the maximum aggregate amount of Other Debt Receivables shall not exceed 7.5% of Unencumbered Asset Value, provided that all such appraisals and calculation of the Unencumbered Asset Value, including the Unencumbered Asset Value determined prior to the Effective Date, shall be reasonably reviewed and approved by the Administrative Agent such approval not to be unreasonably withheld, delayed or conditioned, and each such appraisal obtained must contain an "as is" valuation. The value of any individual Asset determined in accordance with the foregoing shall be referred to as an "Individual Unencumbered Asset Value". Any such appraisal reviewed and approved by the Administrative Agent shall be provided to any Lender that so requests a copy thereof. Any calculation of Unencumbered Asset Value with respect to any assets that are not wholly-owned by Borrower shall be determined on an 'at share' basis.

"Unencumbered Interest Coverage Ratio" means, as at any date, the ratio of (a) EBITDA for the Unencumbered Asset Pool calculated as at the end of the fiscal quarter ending on or most recently ended prior to such date to (b) an amount equal to interest-only debt service on Total Unsecured Indebtedness for the most recent fiscal quarter ending on or most recently ended prior to such date, in each case attributable to Qualified Assets.

"Unencumbered Pool Leverage Ratio" means, as at any date, the percentage obtained by dividing Total Unsecured Indebtedness by Unencumbered Asset Value.

"U.S. Government Securities Business Day" means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"U.S. Person" means a "United States person" within the meaning of Section 7701(a)(30) of the Code.

"U.S. Special Resolution Regimes" has the meaning assigned to it in Section 9.21.

"U.S. Tax Compliance Certificate" has the meaning assigned to it in Section 2.16(f)(ii)(B)(3).

"Valuation Guidelines" means the valuation guidelines and calculation method contained in the "Net Asset Valuation Calculation and Valuation Guidelines" set forth in the prospectus of Borrower, as such valuation guidelines and calculation method may be modified, amended or supplemented from time to time.

"Value Add Investment" means any investment that is determined by the Borrower in its discretion to be a value add investment; provided that:

(i) a development transaction will be a Value Add Investment if either (A) a Fund Entity directly assumes development and construction risk or (B) binding lease commitments have not been secured for at least 70% of the net lettable area of such target development

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property prior to material construction works for such development commencing, in each case until the Borrower determines, in its discretion, that any development or other construction for which the Borrower or any of its Subsidiaries directly assumed risk is substantially complete and at least 70% of the net lettable area is leased;

(ii) a new investment for which less than 70% of the net lettable area is leased at the time of investment will be a Value Add Investment until at least 70% of the net lettable area is leased;

(iii) a property redevelopment for which the acquisition pro forma assumes that more than 20% of the gross purchase price will be invested in capital improvements, excluding tenant improvements and leasing commissions, during the first three years of ownership, will be a Value Add Investment until the Borrower determines, in its discretion, that the redevelopment is substantially complete; and

(iv) any investment in a non-Target Property Type investment will be a Value Add Investment.

"VCOC" means a "venture capital operating company" within the meaning of Section 2510.3-101(d) of the Plan Asset Regulation.

"Wholly-Owned" means, with respect to any Project, Equity Interest, or other property owned or leased, that 100% of the title to such property is held directly or indirectly by, or 100% of such property is leased directly or indirectly by, the Borrower or a Subsidiary of the Borrower.

"Wholly-Owned Subsidiary" means, with respect to the Borrower on any date, any corporation, partnership, limited liability company or other entity of which 100% of the equity securities or other ownership interests and 100% of the ordinary voting power are, as of such date, directly or indirectly, owned and controlled by the Borrower.

"Write-Down and Conversion Powers" means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02 Classification of Loans and Borrowings. Loans hereunder are distinguished by "Class" and by "Type"; Commitments hereunder are distinguished by "Class". The "Class" of a Loan refers to whether such Loan is a Revolving Credit Loan or a Term Loan,

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each of which constitutes a Class of Loan. The "Class" of a Commitment refers to whether such Commitment is a Revolving Credit Commitment or a Term Loan Commitment, each of which constitutes a Class of Commitment. The "Type" of a Loan refers to whether such Loan is an ABR Loan or a Term Benchmark Loan, each of which constitutes a Type. Loans may be identified by both Class and Type.

Section 1.03 Terms Generally.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (f) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.04 Accounting Terms; GAAP.

(a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if a Borrower notifies the Administrative Agent that such Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies a Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Borrower or any Subsidiary at "fair value", as defined therein and (ii) any treatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

(b) Notwithstanding anything to the contrary contained in Section 1.03(a) or in the definition of "Capital Lease Obligations", any change in accounting for leases pursuant to

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GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) ("FAS 842"), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Section 1.05 Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.13(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.06 [Intentionally Deleted].

Section 1.07 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

Article II

THE CREDITS

Section 2.01 The Commitments.

(a) Revolving Credit Loans. Subject to the terms and conditions set forth herein, each Revolving Credit Lender agrees to make Revolving Credit Loans to the Borrower from time to time during the Availability Period in dollars in an aggregate principal amount that will not result in (i) such Lender's Revolving Credit Exposure exceeding the lesser of such Lender's Revolving Credit Commitment and such Lender's Applicable Percentage of the aggregate Available Commitment or (ii) the total Revolving Credit Exposures relating to the Borrower exceeding the lesser of the total Revolving Credit Commitments and the aggregate Available Commitment then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Credit Loans.

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(b) Term Loan. Subject to the terms and conditions set forth herein, each Term Loan Lender agrees to make a Term Loan to the Borrower on the Effective Date in dollars in an aggregate principal amount equal to such Lender's Term Loan Commitment and in an aggregate amount of $400,000,000.00 for all Lenders. Any amount repaid in respect of the Term Loans may not be reborrowed.

Section 2.02 Loans and Borrowings.

(a) Obligations of Lenders. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Applicable Percentages. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required.

(b) Types of Loans. Subject to Section 2.13, each Borrowing shall be constituted entirely of ABR Loans or Term Benchmark Loans as Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. For purposes of clarity, RFR Loans shall only be available as provided in Section 2.13.

(c) Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of seven (7) Term Benchmark Borrowings or RFR Borrowings outstanding with respect to Borrower.

(d) Limitations on Lengths of Interest Periods. Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert to or continue any Borrowing if the Interest Period requested therefor would end after the Maturity Date.

Section 2.03 Requests for Borrowings.

To request a Borrowing, Borrower may (but is not required to) notify the Administrative Agent of such request by telephone or by submitting a Borrowing Request (a)(i) in the case of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days (or such shorter time as the Administrative Agent and Lenders may permit in writing) before the date of the proposed Borrowing or (ii) if applicable in the case of an RFR Borrowing not later than 11:00 a.m., New York City time, three (3) Business Days (or such shorter time as the Administrative Agent and Lenders may permit in writing) before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day (or such shorter time as the Administrative Agent and Lenders may permit in writing) before the date of the proposed Borrowing. Each Borrowing Request shall, to the extent applicable, be confirmed promptly by hand delivery, telecopy or other written electronic communication to the Administrative Agent of a written Borrowing Request signed by a Responsible Officer of the Borrower. Each such telephonic (to the extent

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applicable) and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing or, if applicable, a RFR Borrowing; and

(iv) the location and number of Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing. Each Borrowing Request shall be irrevocable once given and binding on Borrower.

Notwithstanding the foregoing, in no event shall the Borrower be permitted to request pursuant to this Section 2.03 prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to the Term SOFR Rate, an RFR Loan bearing interest based on Daily Simple SOFR (it being understood and agreed that Daily Simple SOFR shall only apply to the extent provided in Sections 2.13(a) and 2.13(f)), as applicable.

Section 2.04 [Intentionally Deleted].

Section 2.05 [Intentionally Deleted].

Section 2.06 Funding of Borrowings.

(a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to Borrower by promptly (and, if specifically requested by Borrower in the applicable Borrowing Request, then by 1:00 p.m., New York City time) crediting the amounts so received, in like funds, to an account of Borrower maintained with the Administrative Agent in New York City and designated by Borrower in the applicable Borrowing Request.

(b) Presumption by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of Borrower, the interest rate applicable to

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ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing.

Section 2.07 Interest Elections.

(a) Elections by Borrower for Borrowings. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request. Thereafter, Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type, all as provided in this Section. Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) Notice of Elections. To make an election pursuant to this Section, Borrower shall notify the Administrative Agent of such election by the time that a Borrowing Request would be required under Section 2.03 if Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable signed by a Responsible Officer of the Borrower.

(c) Receipt of Notice. Upon receipt of an Interest Election Request in the proper form pursuant to clause (b) above, the Administrative Agent shall determine the interest rate applicable to such Borrowing(s). Each determination by the Administrative Agent of such interest rate shall be conclusive and binding upon the parties hereto in the absence of manifest error. The Administrative Agent shall deliver to Borrower (by facsimile or other electronic delivery) an acknowledgment of receipt and confirmation of the Interest Election Request; provided, however, that the failure to provide such acknowledgment of receipt and confirmation of the Interest Election Request to Borrower shall not affect the validity of such interest rate and shall not release Borrower from its obligations to pay interest at such rate pursuant to the terms hereof.

(d) Information in Interest Election Requests. Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing or, if applicable, a RFR Borrowing.

Notwithstanding the foregoing, in no event shall the Borrower be permitted to request pursuant to this Section 2.07(d) prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to the Term SOFR Rate, an RFR Loan bearing interest based on Daily Simple SOFR (it being understood and agreed that Daily Simple SOFR shall only apply to the extent provided in Sections 2.13(a) and 2.13(f)), as applicable.

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(e) Notice by the Administrative Agent to Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing.

(f) Failure to Elect; Events of Default. If Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a Term Benchmark Borrowing with a one-month Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing by Borrower may be converted to or continued as a Term Benchmark Borrowing and (ii) unless repaid, each Term Benchmark Borrowing of Borrower shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.08 Termination and Reduction of the Commitments.

(a) Scheduled Termination. Unless previously terminated, the Revolving Credit Commitments shall terminate on the Maturity Date.

(b) Voluntary Termination or Reduction. Borrower may at any time terminate, or from time to time reduce, the Revolving Credit Commitments in an aggregate amount of up to $50,000,000; provided that (i) each reduction of the Revolving Credit Commitments (other than a reduction required by clause (ii) below) shall be in an amount that is an integral multiple of $1,000,000 and not less than $50,000,000, (ii) Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Credit Loans in accordance with Section 2.10, the total Revolving Credit Exposures would exceed the total Available Commitment and (iii) terminations and/or reductions may not be made more than one (1) time in any given calendar quarter.

(c) Notice of Voluntary Termination or Reduction. Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrower (by notice from Borrower to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(d) Effect of Termination or Reduction. Any termination or reduction of the Revolving Credit Commitments pursuant to this Section shall be permanent. Each reduction of the Revolving Credit Commitments shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments.

(e) Extension of the Maturity Date. Subject to the provisions of this Section 2.08(e), Borrower shall have three (3) options to extend the date set forth in clause (a) of the definition of "Maturity Date" with respect of the Revolving Facility and/or the Term Facility to (x) March 12, 2029, (y) if so extended pursuant to clause (x), March 12, 2030 and (z) if so extended pursuant to clause (y), March 12, 2031, subject in each case to the satisfaction of each of the following conditions:

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(i) The Borrower shall notify the Administrative Agent of its exercise of the applicable option at least thirty (30) days, but not more than one hundred twenty (120) days prior to the then scheduled Maturity Date;

(ii) No Event of Default or any monetary or bankruptcy related Default shall have occurred and be continuing at the time of giving such notice pursuant to clause (i) above or on the then scheduled Maturity Date;

(iii) The representations and warranties made by the Borrower Parties in the Loan Documents shall have been true and correct in all material respects (without duplication of materiality qualifiers) when made and shall also be true and correct in all material respects on the then scheduled Maturity Date and all of their obligations shall have been ratified and confirmed; provided, that, to the extent such representations and warranties were made as of a specific date, the same shall continue on and as of the then scheduled Maturity Date, to be true and correct in all material respects (without duplication of materiality qualifier) as of such specific date;

(iv) The Borrower shall have delivered a Borrowing Base Certificate dated no earlier than ten (10) days prior to the date of the proposed extension;

(v) Each Guarantor shall have provided the Administrative Agent with an affirmation and consent in form and substance acceptable to the Administrative Agent;

(vi) At the time of the exercise of the extensions listed in clause (y) and clause (z) above, with respect to the Revolving Facility only, the Borrower shall pay to the Administrative Agent (for the benefit of the Lenders) a non-refundable extension fee equal to 0.125% of the aggregate amount of the Revolving Credit Exposure and unused Revolving Credit Commitments of the Revolving Credit Lenders on the then scheduled Maturity Date; and

(vii) The Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and all reasonable fees and expenses paid to third party consultants (including reasonable attorneys' fees and expenses) by the Administrative Agent in connection with each such extension.

Section 2.09 Repayment of Loans; Evidence of Debt.

(a) Repayment. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Lenders, the outstanding principal amount of the Loans on the Maturity Date.

(b) Manner of Payment. Prior to any repayment or prepayment of any Borrowings hereunder, Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or other written electronic communication) of such selection not later than 11:00 a.m., New York City time, as provided in Section 2.10(a). If Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, then except as otherwise required pursuant to this Agreement (including Section 2.10(b)), such payment shall be applied, first, to ABR Borrowings consisting of Revolving Credit Loans of Borrower, second, to other Borrowings consisting of Revolving Credit Loans of Borrower in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first), third, to ABR Borrowings consisting of Term Loans of Borrower, and fourth, to other Borrowings consisting of Term Loans of Borrower in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first).

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Each payment of a Borrowing shall be applied ratably to the Loans included in such Borrowing. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day that is not a Business Day, then such due date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

(c) Maintenance of Loan Accounts by Lenders. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d) Maintenance of Loan Accounts by the Administrative Agent. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

(e) Effect of Entries. The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of Borrower Parties to repay the Loans in accordance with the terms of this Agreement.

(f) Promissory Notes.

(i) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form set forth in Exhibit A-1 for Revolving Credit Loans and Exhibit A-2 for Term Loans. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.10 Prepayment of Loans.

(a) Optional Prepayments. Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section; provided that Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or other written electronic communication) of any optional prepayment hereunder (i) in the case of prepayment of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be revocable and shall specify the prepayment date and the Class and principal amount of each Borrowing or portion thereof to be prepaid; provided that, in the case of any notice of prepayment that is revoked, Borrower shall pay any costs and expenses incurred by Lenders, including any payments due pursuant to Section 2.15. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the

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required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans of the applicable Class included in the prepaid Borrowing. Prepayments shall be accompanied by (A) accrued interest to the extent required by Section 2.12 and (B) any payments due pursuant to Section 2.15, and shall be made in the manner specified in Section 2.09(b).

(b) Mandatory Prepayments.

(i) Available Commitment. If, on any day (a "Prepayment Trigger Date"), the Revolving Credit Exposure with respect to Borrower exceeds the Available Commitment, then Borrower shall pay such excess to the Administrative Agent, for the benefit of the Lenders, in immediately available funds in such amounts so that the Revolving Credit Exposure does not exceed the Available Commitment, in either case promptly and in any event within five (5) Business Days after the applicable Prepayment Trigger Date. Each such prepayment shall be applied to prepay ratably the Loans of the Lenders, pro rata between each Class of Loans.

(ii) Other Mandatory Prepayments. Borrower shall pay any of its applicable Loans upon the occurrence of any of the following events: (i) the Maturity Date or (ii) upon an Acceleration of the Loans upon an Event of Default as provided in Article VII.

Each such mandatory prepayment shall be applied on a pro rata basis to each Class of Loans, and ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (A) accrued interest to the extent required by Section 2.12 and (B) any payments due pursuant to Section 2.15, and shall be made in the manner specified in Section 2.09(b).

Section 2.11 Fees.

(a) Unused Fee. The Borrower shall pay an unused fee to the Administrative Agent for the account of each Lender equal to the product of: (a) the daily unused amount of the Revolving Credit Commitment of such Lender with respect to the Borrower under the Revolving Facility during a calendar quarter and (b) a rate per annum of (x) 0.20% at any time that the aggregate principal unused amount of the total commitments of all Lenders is equal to or greater than 50% of the Revolving Credit Commitments or (y) 0.15% at any time that the aggregate principal unused amount of the total commitments of the Lenders is less than 50% of the Revolving Credit Commitments, in either case, on an annual (360 day year) basis. The Unused Fee shall be payable quarterly in arrears to Administrative Agent for the ratable benefit of Lenders.

(b) Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(c) Fee Letter. The Borrower agrees to pay to the Administrative Agent and Arranger all fees payable in the amounts and at the times specified in the Fee Letter (or as otherwise separately agreed between Borrower and any Arranger).

(d) Payment of Fees. All fees payable hereunder and under the Fee Letter (or as otherwise separately agreed between Borrower and any Arranger) shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of undrawn fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

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Section 2.12 Interest.

(a) ABR Loans. The Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate.

(b) Benchmark Loans. The Loans comprising each Term Benchmark Borrowing shall bear interest at a rate per annum equal to the Term SOFR Rate for the Interest Period for such Borrowing plus the Applicable Rate. The Loans comprising each RFR Borrowing shall bear interest at a rate per annum equal to the Daily Simple SOFR for such Borrowing plus the Applicable Rate.

(c) Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by Borrower hereunder is not paid when due, whether at stated maturity, upon Acceleration, by mandatory prepayment or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Payment of Interest. Accrued and unpaid interest on the outstanding balance of each Loan shall be calculated from and including the first day of each month (or in the case of the first interest accrual period of a Loan, the initial Borrowing date of such Loan) through and including the last day of such month and shall be payable in arrears on each Interest Payment Date for each succeeding calendar month and, in the case of Revolving Credit Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to Section 2.11(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark Borrowing prior to the end of the current Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion.

(e) Computation. All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day) upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable rate of interest for any day shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.13 Alternate Rate of Interest.

(a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.13, if:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple SOFR; or

(ii) the Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period or (B) at any time, Daily Simple

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SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.07 or a new Borrowing Request in accordance with the terms of Section 2.03, (1) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing so long as the Daily Simple SOFR is not also the subject of Section 2.13(a)(i) or (ii) above or (y) an ABR Borrowing if the Daily Simple SOFR also is the subject of Section 2.13(a)(i) or (ii) above and (2) if applicable any Borrowing Request that requests an RFR Borrowing shall instead be deemed to be a Borrowing Request, as applicable for an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower's receipt of the notice from the Administrative Agent referred to in this Section 2.13(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.07 or a new Borrowing Request in accordance with the terms of Section 2.03, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Daily Simple SOFR is not also the subject of Section 2.13(a)(i) or (ii) above or (y) an ABR Loan if the Daily Simple SOFR also is the subject of Section 2.13(a)(i) or (ii) above, on such day, and (2) if applicable, any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute an ABR Loan.

(b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a "Loan Document" for purposes of this Section 2.13), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has

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not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(c) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, the Borrowers or any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13.

(e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (a) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (b) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of "Interest Period" for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of "Interest Period" for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f) Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for (i) a Term Benchmark Borrowing, conversion to or continuation of Term Benchmark Loans to be made, converted or continued or (ii) if applicable, a RFR Borrowing or conversion to RFR Loans, during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing or RFR Borrowing, as applicable, into a request for a Borrowing of or conversion to (A) solely with respect to any such request for a Term Benchmark Borrowing, an RFR Borrowing so long as the Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR Borrowing if the Daily Simple SOFR is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan or

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RFR Loan is outstanding on the date of the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.13, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an ABR Loan if the Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute an ABR Loan.

Section 2.14 Increased Costs.

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

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

(ii) impose on any Lender or the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or

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

and the result of any of the foregoing shall be to increase the cost such to such Lender or such other Recipient of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such other Recipient for such additional costs incurred or reduction suffered with respect to Borrower's Loans. Any determination of a Lender of the applicability of increased costs pursuant to this Section 2.14 shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers of the applicable Lender under agreements having provisions similar to this Section 2.14 after consideration of such factors as such Lender then reasonably determines to be relevant; provided that, nothing in this paragraph shall be deemed to require any Lender to disclose any information relating to other customers or borrowers of such Lender.

(b) Capital Requirements. If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy and liquidity), then from time to time Borrower will promptly within fifteen (15) Business Days following written demand pay to such Lender, as the

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case may be, such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.

(c) Certificates from Lenders. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) Business Days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that neither Borrower nor any Guarantor shall be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.15 Break Funding Payments.

(a) With respect to Loans that are not RFR Loans, in the event of (i) the payment of any principal of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(a) and is revoked in accordance therewith) or (iv) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(b) With respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(a) and is revoked in accordance therewith) or (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Section 2.16 Withholding of Taxes; Gross-up.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Borrower Party under any Loan Document shall be made without deduction or

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withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower Parties. Without duplication of Section 2.16(a), the Borrower Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Evidence of Payments. As soon as practicable after any payment of Taxes by any Borrower Party to a Governmental Authority pursuant to this Section 2.16, such Borrower Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Borrower Parties. Without duplication of Section 2.16(a) and Section 2.16(b), the Borrower Parties shall jointly and severally indemnify each Recipient, within fifteen (15) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower Parties to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of Section 9.04(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall

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deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.16 (f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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

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

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

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

(2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such

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Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10-percent shareholder" of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a "controlled foreign corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) executed copies of IRS Form W-8BEN-E or IRS Form W-8BEN; or

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

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

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

Each Lender and the Administrative Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update

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such form or certification or promptly notify the Borrower and, in the case of a Lender, the Administrative Agent in writing of its legal inability to do so.

(g) (g) On or prior to the date on which the Administrative Agent becomes the Administrative Agent under this Agreement, the Administrative Agent shall deliver to the Borrower executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax.

(h) (h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including by the payment of additional amounts pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.16 with respect to the Taxes giving rise to such refund), net of all reasonable and documented, out-of-pocket, expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) (i) Survival. Each party's obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 2.17 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a) Payments by Borrower. Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.14, 2.15 or 2.16, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) in Dollars prior to 1:00 p.m., New York City time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff or counterclaim; provided that if a new Loan is to be made by any Lender on a date Borrower is to repay any principal of an outstanding Loan of such Lender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Lender to the Administrative Agent as provided in Section 2.06 or paid by Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any

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amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its applicable office or offices as described in the Administrative Questionnaire provided by the Administrative Agent to the Borrower from time to time, except as otherwise expressly provided in the relevant Loan Document, and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except to the extent otherwise provided therein) shall be made in dollars.

(b) Application of Insufficient Payments. At any time that payments are not required to be applied in the manner required by Section 7.03, if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of Loans of a particular Class shall be made from the relevant Lenders, each payment of unused fees under Section 2.11 in respect of Commitments of a particular Class shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Borrowing of Loans of a particular Class shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Revolving Credit Loans or Term Loans by Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (iv) each payment of interest on Revolving Credit Loans or Term Loans by a Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.

(d) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans of any Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans of such Class and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of such Class; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a

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Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower Party in the amount of such participation.

(e) Presumptions of Payment. Unless the Administrative Agent shall have received, prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders pursuant to the terms of this Agreement or any other Loan Document (including any date that is fixed for prepayment by notice from the Borrower to the Administrative Agent pursuant to Section 2.10(b)) notice from the Borrower that the Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(f) Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06(b) or 2.17(e), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clause (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Section 2.18 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If (i) any Lender is unable to make or maintain Term Benchmark Loans pursuant to Section 2.13(c), (ii) any Lender requests compensation under Section 2.14, (iii) Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.18(a), or (iv) any Lender becomes a Defaulting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and the

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Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.14 or 2.16) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); provided that if such Lender is a Defaulting Lender, all unfunded amounts in respect of such Defaulting Lender have been funded prior to such Defaulting Lender receiving payment under this paragraph (b), and (C) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply. Any Defaulting Lender being removed pursuant to this Section 2.18 shall, contemporaneously with such removal, pay to Administrative Agent an assignment fee of $10,000, in addition to any fee payable under Section 9.04. Each party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

Section 2.19 Use of Proceeds.

Borrower shall use the proceeds of Loans solely for the repayment of Indebtedness, the acquisition of or investments in assets, working capital needs and other general business purposes (the "Approved Uses").

Section 2.20 Affiliate Guaranty.

(a) As credit support for the Obligations, on or before the Effective Date, the Initial Guarantors shall execute and deliver to the Administrative Agent, for the benefit of the Lenders, the Affiliate Guaranty.

(b) After the Effective Date, upon the transfer of any Qualified Asset to, or the acquisition of any Qualified Asset by, any Borrower Party or any Subsidiary Owner, or upon the addition of a Project as a Qualified Asset pursuant to Article X, unless such Qualified Asset has been removed as a Qualified Asset pursuant to Article X, such Person or the owner of such Qualified Asset shall: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders an Accession Agreement to become party to the Affiliate Guaranty, (ii) execute and deliver, or cause to be executed and delivered, to the Administrative Agent legal opinions substantially in the form and substance delivered with respect to the Affiliate Guaranty on the Effective Date and such other documents reasonably required by the Administrative Agent

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confirming the authorization, execution, delivery and enforceability (subject to customary exceptions) of the Accession Agreement by such Supplemental Guarantor, and (iii) deliver copies of its Constituent Documents, certified by the Secretary or an Assistant Secretary or the functional equivalent of such Supplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete.

(c) Subject to the provisions of Section 10.03, provided that (A) there is no outstanding monetary default, Event of Default or involuntary bankruptcy of any of the Borrower Parties and (B) the Borrower Parties are in compliance (both prior to and upon the applicable transfer or property level financing referred to in clauses (1) and (2) below as the case may be) with the covenants set forth in Section 6.12, upon (1) the transfer of any Qualified Asset or (2) property level financing secured by a Qualified Asset that prohibits the giving or existence of the Affiliate Guaranty with respect to a particular Guarantor or with respect to which the financing would be more costly or otherwise adversely impacted by the giving or existence of the Affiliate Guaranty with respect to such Guarantor (and so long as the Administrative Agent has received at least five (5) Business Days prior written notice requesting such release), the Administrative Agent shall release such Guarantor from its obligations under the Affiliate Guaranty and such Guarantor shall have no further liability thereunder or in respect of the Obligations.

Section 2.21 Defaulting Lenders.

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.11;

(b) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to acceleration or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, [Intentionally Deleted]; third, [Intentionally Deleted]; fourth, as the Borrower may request (so long as no monetary Default or any Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as determined by the Administrative Agent and as required by this Agreement; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender's potential future funding obligations with respect to Loans under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no monetary Default or any Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if

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such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender (or to Administrative Agent on account of or for disbursement to a Defaulting Lender) that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; and

(c) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby.

Article III

REPRESENTATIONS AND WARRANTIES

Unless the context suggests that a representation and warranty is made with respect to or by the Borrower only, in which case such representation and warranty shall be made by the Borrower only, each Borrower Party, as to itself and no other Borrower Party, represents and warrants to the Lenders that:

Section 3.01 Organization; Powers. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Section 3.02 Authorization; Enforceability. The Transactions are within its organizational powers and have been duly authorized by all necessary organizational action. It has duly executed and delivered each Loan Document to which it is a party, and each such Loan Document constitutes the legal, valid and binding obligation of it, enforceable in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors' rights generally and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.03 Governmental Approvals; No Conflicts. The Transactions (a) to the Borrower's actual knowledge, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or any of its Constituent Documents or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon it or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) will not result in the creation or imposition of any Lien on any of its assets.

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Section 3.04 No Material Adverse Change. Since the date of the Financial Statements most recently delivered by or on behalf of Borrower to the Administrative Agent, there has been no change in the business, assets, operations or condition, financial or otherwise, of the Borrower Parties (taken as a whole) that could reasonably be expected to result in a Material Adverse Effect.

Section 3.05 Properties.

(a) Property Generally. It and each of its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, subject only to any defects that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Intellectual Property. It and each of its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by it and each of its Subsidiaries, as applicable, does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 3.06 Litigation and Environmental Matters.

(a) Actions, Suits and Proceedings. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to its knowledge, threatened in writing against or affecting it or its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document, any Constituent Documents or the Transactions.

(b) Environmental Matters. It has obtained all environmental, health and safety permits, licenses and other authorizations required under all Environmental Laws to carry on its business as now being or as proposed to be conducted, except to the extent failure to have any such permit, license or authorization could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. To its knowledge, each of such permits, licenses and authorizations is in full force and effect and it is in compliance with the terms and conditions thereof, and is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law or in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except to the extent failure to comply therewith could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

In addition, no written notice, notification, demand, request for information, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or threatened in writing by any Governmental Authority with respect to any alleged failure by it to have any environmental, health or safety permit, license or other authorization required under any Environmental Law in connection with the conduct of its business or with respect to any generation, treatment, storage, recycling, transportation, discharge or disposal, or any release of any Hazardous Materials generated with respect to its properties, which failure, if not remedied, could reasonably be expected to have a Material Adverse Effect.

Section 3.07 Compliance with Laws and Agreements. To Borrower's actual knowledge, it and each of its Subsidiaries is in compliance with all laws, regulations and orders of

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any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 3.08 Investment Company Status. Neither it nor any of its Subsidiaries is an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 3.09 Taxes. It has timely filed or timely caused to be filed all Tax returns, information statements and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to file or pay could not reasonably be expected to result in a Material Adverse Effect.

Section 3.10 ERISA.

(a) Neither Borrower nor any of its Subsidiaries has any employees as of the date of this Agreement.

(b) Borrower either (i) qualifies as a VCOC or a REOC or (ii) complies with an exception set forth in the Plan Asset Regulation such that the assets of Borrower would not be deemed to be Plan Assets subject to Title I of ERISA and/or Section 4975 of the Code.

(c) Assuming that no portion of the assets used by any Lender in connection with the Loans or the Commitments constitutes Plan Assets, unless the applicable Lender is relying on an available prohibited transaction exemption, the applicable conditions of which are at all relevant times satisfied, none of the transactions contemplated by the Loan Documents constitutes a non-exempt prohibited transaction under Section 4975(c)(1)(A) - (D) of the Code or Section 406(a) of ERISA that could subject the Administrative Agent or the Lenders to any tax or penalty or prohibited transactions imposed under Section 4975 of the Code or Section 502(i) of ERISA.

(d) To the actual knowledge of each Person executing this Agreement on behalf of its applicable Lender, such Lender shall not fund any of its respective Loans with funds that constitute Plan Assets if it would cause the Borrower to incur any prohibited transaction excise tax penalties under Section 4975 of the Internal Revenue Code.

Section 3.11

JLL Income Property Trust Inc. published this content on March 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 18, 2026 at 17:05 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]

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