Common use of Initial Conditions Precedent Clause in Contracts

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the following conditions precedent: (a) The Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each Lender and complying with the applicable provisions of Section 2.10., and the Swingline Note executed by the Borrower; (iii) the Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective Date; (iv) the articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (v) a certificate of good standing or certificate of similar meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place of business; (vi) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, and the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation and Notices of Conversion and to request the issuance of Letters of Credit; (vii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (i) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date; (x) a Compliance Certificate calculated as of the Effective Date (giving pro forma effect to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date); (xi) a Borrowing Base Certificate calculated as of the Effective Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lender; (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; and (xvi) such other documents, agreements and instruments as the Agent on behalf of the Lenders may reasonably request. (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and (iii) the Parent, the Borrower and its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party or the ability of the Agent to exercise its remedies hereunder.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) if requested by any Lender pursuant to Section 2.11(a) at least three (3) days prior to the date hereof, Revolving Credit Notes executed by the Borrower, payable to each Revolving Credit Lender that has requested a Revolving Credit Note, and complying with the applicable provisions of terms of, Section 2.10., 2.11(a) and the Swingline a Term Loan Note executed by the Borrower, payable to each applicable Term Loan Lender that has requested a Term Loan Note, and complying with the terms of, Section 2.11(a); (iii) the Guaranty executed by the Parent Guarantor and by each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective DateSubsidiary Guarantors identified in Schedule 1.1; (iv) an opinion of H▇▇▇▇ Lovells LLP, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (v) the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership or other comparable organizational instrument document (if any) of the Borrower and each other Loan Party certified as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of such Loan PartyParty (except that, if any such document relating to any Subsidiary Guarantor delivered to Administrative Agent pursuant to the Existing Credit Agreement has not been modified or amended and remains in full force and effect, a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) of such Subsidiary Guarantor so stating may be delivered in lieu of delivery of a current certified copy of such document); (vvi) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party of the Borrower and the Parent Guarantor issued as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of the each state in which such a Loan Party has its principal place of businessis required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (vivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingsBorrowing, Notices requests for Letters of Continuation and Credit, Notices of Conversion and to request the issuance Notices of Letters of CreditContinuation; (viiviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity (except that, if any such document delivered to Administrative Agent pursuant to the Existing Credit Agreement has not been modified or amended and remains in full force and effect, a certificate so stating may be delivered in lieu of delivery of another copy of such document) and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viiiix) an opinion evidence of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agentinsurance required under Section 8.5; (ixx) a certificate of the Borrower and the Parent Guarantor certifying that the Properties identified in Schedule 4.1 satisfy the requirements for inclusion in the Unencumbered Pool under this Agreement; (xi) a Compliance Certificate dated as of the Agreement Date and calculated as of September 30, 2019; (xii) a Disbursement Instruction Agreement effective as of the Agreement Date; (xiii) evidence that the Fees (including, to the extent then due, the “Fees” (under and as defined in the Existing Credit Agreement) and interest under the Existing Credit Agreement accrued through the Effective Date), if any, then due and payable under Section 3.6.3.5, together with, to the extent a reasonably detailed invoice has been delivered to the Borrower prior to the date hereof, all other fees, expenses and any other Fees reimbursement amounts due and payable to the Administrative Agent and any of the Lenders on or prior Lenders, including, without limitation, the reasonable and documented fees and expenses of counsel to the Effective DateAdministrative Agent, have been paid; (xi) a Compliance Certificate calculated as of all documentation and other information regarding the Effective Date Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and (giving pro forma effect ii) to the financing evidenced by this Agreement and extent the use of Borrower qualifies as a “legal entity customer” under the proceeds of the Loans Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to be funded on the Agreement Date); (xi) a Borrowing Base Certificate calculated as of the Effective Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lender; (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder;; and (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; and (xvi) such other documents, agreements documents and instruments as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request.; and (b) In the good faith and reasonable judgment of the Agent and the LendersAdministrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iii) the Parent, the Borrower and its the other Subsidiaries Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law or (2B) any material agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to ; and (Aiv) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to fulfill its obligations under comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Loan Documents to which it is a party or the ability of the Agent to exercise its remedies hereunderPatriot Act.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each applicable Lender (but excluding any Lender that has requested that it not receive Notes) and complying with the applicable provisions terms of Section 2.10., 2.12(a) and the Swingline Note executed by the Borrower; (iii) the The Subsidiary Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective Dateapplicable parties thereto; (iv) an opinion of counsel to the Borrower and such other Loan Parties as the Administrative Agent may request, addressed to the Administrative Agent and the Lenders in a form and substance satisfactory to the Administrative Agent; provided, however, unless a Subsidiary Guarantor is organized under the laws of Texas, California, Delaware or New York, the Borrower shall not be required to deliver due execution, authority and delivery opinions with respect to any Subsidiary Guarantor that is organized under the laws of a State where the percentage of the aggregate assets of the Borrower and/or the Subsidiary Guarantors for such State to the total aggregate amount of assets for the Borrower and/or the Subsidiary Guarantors is less than or equal to five percent (5%); (v) the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vvi) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place of businessParty; (vivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingsBorrowing and requests for Letters of Credit, Notices of Continuation and Notices of Conversion and to request the issuance Notices of Letters of CreditContinuation; (viiviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) a Borrowing Base Certificate calculated as of the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Cutoff Date; (x) a Compliance Certificate calculated as of the Effective Date (giving on a pro forma effect to basis for the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date)Borrower’s fiscal quarter ending March 31, 2021; (xi) a Borrowing Base Certificate calculated Disbursement Instruction Agreement effective as of the Effective Agreement Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a LenderFee Letter; (xiii) a disbursement statement setting forth in reasonable detail evidence that the application Fees, if any, then due and payable under Section 3.5, together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the initial Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid or will be paid from Loans being funded to occur on the Effective Datedate hereof; (xiv) evidence that with respect to each Borrowing Base Property identified on Schedule 4.1, each of the items referred to in Section 6.3 required to be delivered in connection with any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunderBorrowing Base Property; (xv) evidence UCC, tax, judgment and lien search reports with respect to the Borrower and each other Loan Party in all jurisdictions reasonably requested by the Administrative Agent indicating that releases there are no liens of any prior mortgages recorded record on any such property other than ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (xvi) insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5 is in full force and effect; (xvii) Beneficial Ownership Certifications from the Borrower and such other Persons as the Administrative Agent and Lenders shall reasonably require; (xviii) A certificate of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon Borrower certifying that the recording thereof, such and that such Initial Unencumbered Pool Properties Loans are free and clear from permitted under any liens or encumbrancesSenior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence thereto; and (xvixix) such other documents, agreements and instruments as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request. (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (iic) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iiid) the ParentBorrower, the Borrower other Loan Parties and its the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to ; and (Ae) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to fulfill its obligations under comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Loan Documents Patriot Act, in each case to which it is a party or the ability of extent requested in writing at least five (5) Business Days prior to the Agent to exercise its remedies hereunderAgreement Date.

Initial Conditions Precedent. The closing and effectiveness of this Agreement and the obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:precedent (as confirmed to the Lenders by Administrative Agent): (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each Lender and complying with the applicable provisions terms of Section 2.102.11., (a) and the Swingline Note executed by the Borrower; (iii) a Guaranty executed by each of the Guarantors initially to be a party thereto, and the Parent Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective DateParent; (iv) opinions of in-house and outside counsel of the Parent and the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders in form and substance acceptable to Administrative Agent; (v) the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of (i) the Borrower and each other Loan Party the Parent certified as of a recent date by the Secretary of State of the state of formation of such Person and (ii) each other Loan PartyParty filed with the Secretary of State of the state of formation of such Person, and in each case, certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of such Person; (vvi) a certificate of good standing (or certificate of similar meaning meaning) with respect to the Parent and each Loan Party other than Georgia Square Partnership, Georgia Square Associates, Ltd. and Old Hickory Mall Venture issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place of businessPerson; (vivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party and the Parent with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingsBorrowing, Notices requests for Letters of Continuation and Credit, Notices of Conversion and to request the issuance Notices of Letters of CreditContinuation; (viiviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party and the Parent of (iA) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) a Compliance Certificate calculated on a pro forma basis for the Fees then due and payable under Section 3.6.Borrower's fiscal quarter ending June 30, and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date2012; (x) a Compliance Certificate calculated Transfer Authorizer Designation Form effective as of the Effective Date (giving pro forma effect to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date); (xi) a Borrowing Base Certificate calculated as of the Effective DateFee Letter; (xii) evidence that the Borrower’s Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof amounts due and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant payable to the joinder by such issuer in this Agreement as a LenderAdministrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xiii) a disbursement statement setting forth insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5. (including, without limitation, both property and liability insurance) is in reasonable detail the application of the initial Loans being funded on the Effective Datefull force and effect; (xiv) evidence that any lenders all Liens securing the indebtedness, liabilities or other obligations under the Existing Credit Agreement have been released; provided, that are not continuing as Lenders hereunder provision shall have agreed been made for certain releases and terminations to accept repayment of all amounts due them under be filed and fully effective within thirty (30) days after the Existing Credit Agreement and terminate their commitments thereunderEffective Date; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrancesduly executed Officer's Certificate; and (xvi) such other documents, agreements documents and instruments as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request. (b) In the good faith judgment of the Agent and the LendersAdministrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other their Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of any Loan Party or the Parent to fulfill its obligations under the Loan Documents to which it is a party; and; (iii) the Parent, the Borrower and its the other Subsidiaries Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or Borrower, any other Loan Party or the Parent to fulfill its obligations under the Loan Documents to which it is a party party; (iv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and (v) there shall not have occurred or exist any material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the ability transactions contemplated by the Loan Documents. (c) the Administrative Agent shall have received evidence satisfactory to it that (i) that certain $167,000,000 credit facility dated as of November 30, 2007, by and among Borrower and the Administrative Agent (and other lenders), known as “Starmount”, shall have been (or shall be concurrently with the effectiveness of this Agreement) repaid in full and terminated and (ii) the “Unsecured Indebtedness” covenant set forth in that certain $228,000,000 credit facility dated as of April 22, 2008, by and among Borrower and the Administrative Agent (and other lenders), known as “Westfield”, shall have been amended to exercise its remedies hereunderallow the maximum ratio of “Unsecured Indebtedness” to “Gross Asset Value” (each as defined therein) to be increased to 0.15 to 1.00.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, hereunder is subject to the satisfaction or waiver of the following conditions precedent: (a) The Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each Lender all Lenders, and complying with the applicable provisions terms of Section 2.102.9., and the Swingline Note executed by the Borrower; (iii) the Guaranty executed by the Parent and each Subsidiary any other Person that owns or leases an Initial Unencumbered Pool Property, if any, would be required under Section 8.13. to become a party to the Guaranty as of the Effective Date; (iv) (A) an opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, the Parent and the other Guarantors addressed to the Agent and the Lenders and (B) an opinion of ▇▇▇▇▇▇ & Bird LLP, counsel to the Agent addressed to the Agent and the Lenders; (v) the certificate or articles of incorporation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan PartyPerson; (vvi) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the each state in which such Loan Party has its principal place of businessPerson is required to be so qualified; (vivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation Conversion and Notices of Conversion and to request the issuance of Letters of CreditContinuation; (viiviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agentif any; (ix) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to an Unencumbered Pool Certificate calculated as of the Effective Date; (x) a Compliance Certificate calculated as of the Effective Date (giving on a pro forma effect to basis for the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date)Borrower’s fiscal quarter ending December 31, 2007; (xi) a Borrowing Base Certificate calculated Transfer Authorizer Designation Form effective as of the Effective Agreement Date; (xii) evidence satisfactory to the Agent that the Borrower’s Fees, if any, then due and payable under Section 3.6., together with all other fees, expenses and reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof amounts due and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant payable to the joinder by such issuer in this Agreement as a Lender;Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Agent, have been paid; and (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; and (xvi) such other documents, agreements documents and instruments as the Agent on behalf of Agent, or any Lender through the Lenders Agent, may reasonably request.; and (b) In the good faith judgment of the Agent and the LendersAgent: (i) there There shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since December 31, 2007, concerning the date of the information contained in the financial and business projectionsBorrower, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its any other Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date Loan Party or any other Subsidiary that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iii) the Parent, the The Borrower and its the other Subsidiaries Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby (which approvals, consents and waivers shall be in full force and effect) without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party party; and (iv) There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the ability of transactions contemplated by the Agent to exercise its remedies hereunderLoan Documents.

Initial Conditions Precedent. The effectiveness of this Agreement and the obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the AgentAdministrative Agent and the Lenders: (i) counterparts Counterparts of this Agreement and the Subsidiary Guaranty executed by each of the parties heretohereto and thereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each Lender (other than a Lender that has requested not to receive a Revolving Note or a Term Note, as applicable) and complying with the applicable provisions of Section 2.10.2.11, and the Swingline Note executed by the Borrower; (iii) the Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective Date[Reserved]; (iv) Opinions of counsel to NSA REIT and the Loan Parties (limited in scope to NSA REIT, the Borrower and each Subsidiary Guarantor), addressed to the Administrative Agent and the Lenders; (v) The articles of incorporation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower NSA REIT and each other Loan Party certified as of a recent date by the Secretary of State (or comparable official) of the state of formation of NSA REIT and such Loan Party, or in lieu thereof a certification from NSA REIT and each Loan Party that its articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) have not changed from those previously delivered to the administrative agent under the Existing Credit Agreement; (vvi) a A certificate of good standing or certificate of similar meaning with respect to NSA REIT, the Borrower, each Loan Party Subsidiary Guarantor, issued as of a recent date by the Secretary of State (or comparable official) of the state of formation of NSA REIT and each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (or comparable official and any state department of taxation, as applicable) of the each state in which the failure of NSA REIT and such Loan Party has its principal place of businessto be so qualified could reasonably be expected to result in a Material Adverse Effect; (vivii) a A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of NSA REIT and each Loan Party with respect to each of the officers of NSA REIT and such Loan Party authorized to execute and deliver the Loan Documents to which NSA REIT and such Loan Party is a party, and in the case of the Borrower, and the officers of NSA REIT, as general partner of the Borrower Borrower, then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation and Notices of Conversion and to request the issuance of Letters of Credit; (viiviii) copies Copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of NSA REIT and each Loan Party of (ix) the by-laws of NSA REIT and such Loan Party, if a corporation, the operating agreementagreement of NSA REIT and such Loan Party, if a limited liability company, the partnership agreementagreement of NSA REIT and such Loan Party, if a limited or general partnership, or other comparable document in the case of any other form of legal entity entity, or in lieu thereof a certification from NSA REIT and each Loan Party that its by-laws, the operating agreement, the partnership agreement or other comparable document have not changed from those previously delivered to the administrative agent under the Existing Credit Agreement and (iiy) all corporate, partnership, member or other necessary action taken by NSA REIT and such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) the The Fees then due and payable under Section 3.6., and any other Fees payable to the Agent Administrative Agent, the Titled Agents and the Lenders on or prior to the Effective DateDate (including the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent); (x) The results of a recent UCC lien search in the jurisdiction of organization of the Borrower, which search results shall reveal no Liens on any of the assets of the Borrower except for Liens permitted by Section 10.6 or discharged on or prior to the Effective Date pursuant to a payoff letter or other documentation reasonably satisfactory to the Administrative Agent; (xi) [Reserved]; (xii) a payoff letter (reasonably satisfactory to the Administrative Agent) evidencing repayment in full and termination of all loans, commitments and other obligations under the Capital One Term Loan Facility as of the Effective Date, termination of all agreements relating thereto and the release of all Liens granted in connection therewith, if any, with Uniform Commercial Code or other appropriate termination statements and documents effective to evidence the foregoing, in each case subject only to repayment in full; (xiii) Evidence of amendments to the Borrower’s (or any other Loan Party’s) existing senior Unsecured Indebtedness in a form and substance satisfactory to the Administrative Agent, to reflect conforming changes contemplated by this Agreement; (xiv) A Compliance Certificate calculated as of the Effective Date September 30, 2022 (giving pro forma effect to the financing evidenced contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date); (xi) a Borrowing Base Certificate calculated as of the Effective Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date and any other Indebtedness incurred or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lender; (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunderrepaid after September 30, 2022); (xv) evidence A certificate signed by a Responsible Officer, certifying that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties conditions set forth in Section 6.1(b) have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; andsatisfied; (xvi) such due diligence with respect to Eligible Unencumbered Properties as the Administrative Agent may reasonably request; (xvii) All documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA PATRIOT Act, and a properly completed and signed IRS Form W-8 or W-9 (October 2018 form), as applicable, and the Certification of Beneficial Ownership for each applicable Loan Party; and (xviii) Such other documents, agreements and instruments as the Administrative Agent on behalf of the Lenders may reasonably request. (b) In the good faith judgment determination of the Administrative Agent and the Lenders: (i) there shall not have occurred or become known Both immediately before and immediately after giving effect to the Agent or any financing contemplated by this Agreement and the use of the Lenders any event, condition, situation or status since the date proceeds of the information contained in Loans to be funded on the financial and business projectionsEffective Date, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (iiA) no litigationDefault or Event of Default exists, action, suit, investigation (B) the representations and warranties made or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially deemed made by NSA REIT and adversely affect the ability of any each Loan Party to fulfill its obligations under in the Loan Documents to which it is a partyparty are true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of the Effective Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in such respects on and as of such earlier date); (ii) There shall not have occurred any material adverse change since December 31, 2021, in the business, assets, operations or condition (financial or otherwise) of NSA REIT and any Loan Party, or in the facts and information regarding NSA REIT and any Loan Party provided by or on behalf of NSA REIT and any Loan Party to the Administrative Agent or any Lender; (iii) After giving effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date, there shall not have occurred any event or condition that constitutes an “event of default” (howsoever defined) or that, with the giving of any notice, the passage of time, or both, would be an “event of default” under any of NSA REIT or the Loan Parties’ financial obligations (other than de minimis obligations) in existence on the Effective Date; and (iiiiv) the Parent, the Borrower NSA REIT and its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any material default under, material conflict with or material violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower NSA REIT or any other Loan Party is a party or by which NSA REIT, any of them Loan Party or their respective properties is are bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party or the ability of the Agent to exercise its remedies hereunder.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of make the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, Loans hereunder is subject to the following conditions precedent: (a) The Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the BorrowerBorrowers, payable to each Lender and complying with the applicable provisions of Section 2.102.8., and the Swingline Note executed by the Borrower; (iii) the Parent Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective DateGuarantor; (iv) the Negative Pledge Agreements executed by the Borrowers, together with UCC financing statements naming the Borrowers as “debtor,” the Agent as “secured party” to be filed in such jurisdictions as the Agent may deem appropriate in connection with the Negative Pledge Agreement; (v) one or more opinions of counsel to the Loan Parties, addressed to the Agent and the Lenders, collectively addressing the matters set forth in Exhibit I; (vi) the articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vvii) a certificate of good standing or certificate of similar meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party Party, in case of the Borrowers, and certificates of qualification to transact business or other comparable certificates issued by each the Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place State of businessCalifornia; (viviii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the BorrowerBorrowers, and the officers of the Borrower Representative then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation and Notices of Conversion and to request the issuance of Letters of CreditConversion; (viiix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (i) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viiix) an opinion a copy of counsel the Purchase Agreements and the Bosa Contract, certified and true, correct and complete by a senior officer of the Borrower Representative; (xi) the Bosa Collateral Assignment executed by the Borrowers; (xii) UCC, tax, judgment and lien search reports with respect to the Loan PartiesBorrowers in all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no Liens of record on the Acquisition Property, addressed the Bosa Contract or any of the other assets of the Borrowers other than Permitted Liens or Liens to be terminated prior to the Borrower’s acquisition of the Acquisition Property; (xiii) a copy of the title pro forma pursuant to which ALTA Owner’s Policies of Title Insurance relating to the Acquisition Property will be issued showing fee simple title being vested (subject to satisfaction of conditions acceptable to the Agent) in the Borrowers and all matters of record; (xiv) copies of all documents of record reflected in Schedule B of such pro formas; (xv) a current survey of the Acquisition Property certified by a surveyor licensed in the jurisdiction where the Acquisition Property is located to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, and if not adequately covered by the survey certification, evidence that the Acquisition Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration; (xvi) a “Phase I” environmental assessment of the Acquisition Property not more than 12 months old prepared by an environmental engineering firm acceptable to the Agent, upon which the Agent and the Lenders are entitled to rely, and the Swingline Lender, in form reasonably satisfactory any additional environmental studies or assessments available to a Borrower performed with respect to the AgentAcquisition Property; (ixxvii) an escrow instructions closing letter among the Agent, the Borrowers and the title insurance company regarding the consummation of the transactions contemplated by the Purchase Agreements; (xviii) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date; (xxix) a Compliance Certificate calculated as copy of the Effective Date (giving pro forma effect fully-executed limited waiver letter relating to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date); (xi) a Borrowing Base Certificate calculated as of the Effective Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing OP Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer entered into in connection with this Agreement as a Lender; (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrancesAgreement; and (xvixx) such other documents, agreements and instruments as the Agent on behalf of the Lenders may reasonably request.; and (b) In the good faith judgment of the Agent and the Lenders: (i) there There shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, Borrowers or the Borrower and its other Subsidiaries Guarantors delivered to the Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iii) the Parent, the Borrower and its other Subsidiaries The Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party party; and (iv) There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the ability of transactions contemplated by the Agent to exercise its remedies hereunderLoan Documents.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit make the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, initial Loans is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each applicable Lender (other than any Lender that has requested that it not receive a Note) and complying with the applicable provisions terms of Section 2.10., and the Swingline Note executed by the Borrower2.11.(a); (iii) the Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, Guarantor existing as of the Effective Date; (iv) an opinion of King & Spalding LLP, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering the matters set forth in Exhibit H; (v) a certificate of incumbency signed by the Secretary or Assistant Secretary of GP Sub with respect to each of the officers of GP Sub authorized to execute and deliver on behalf of the Borrower the Loan Documents to which the Borrower is a party and the officers of the GP Sub then authorized to deliver, on behalf of the Borrower, Notices of Borrowing, Notices of Continuation and Notices of Conversion; (vi) copies, certified by the Secretary or Assistant Secretary of GP Sub, of (i) the partnership agreement of the Borrower and (ii) all corporate (or comparable) action taken by GP Sub to authorize the execution, delivery and performance of the Loan Documents to which the Borrower is a party; (vii) the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vviii) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place of businessParty; (viix) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the BorrowerBorrower (unless otherwise delivered pursuant to clause (v) above), authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation Conversion and Notices of Conversion and to request the issuance of Letters of CreditContinuation; (viix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viiixi) an opinion of counsel to evidence that the Loan PartiesFees, addressed to the Agentif any, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) the Fees then due and payable under Section 3.63.5., together with all other fees, expenses and any other Fees reimbursement amounts due and payable to the Administrative Agent and any of the Lenders on or prior Lenders, including without limitation, the reasonable fees and expenses of counsel to the Effective DateAdministrative Agent, have been paid; (xxii) a Compliance Certificate calculated as of the Effective Date (giving on a pro forma effect to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date); (xi) a Borrowing Base Certificate calculated as of the Effective Date; (xii) evidence that basis for the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lenderfiscal quarter ended September 30, 2011; (xiii) a disbursement statement setting forth in reasonable detail the application Transfer Authorizer Designation Form effective as of the initial Loans being funded on the Effective Agreement Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are Notice of Borrowing from the Borrower requesting the initial Loan in an amount not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunderless than $100,000,000; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; and (xvi) such other documents, agreements and instruments as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request.; and (b) In the good faith judgment of the Agent and the LendersAdministrative Agent: (i) there shall not have occurred since December 31, 2010, any circumstance or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date condition that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iii) the Parent, the Borrower and its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, enjoin impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party or party; and (iv) the ability Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with the USA Patriot Act (Title III of the Agent to exercise its remedies hereunderPub. L. 107-56 (signed into law October 26, 2001)).

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each applicable Lender (but excluding any Lender that has requested that it not receive Notes) and complying with the applicable provisions terms of Section 2.10., 2.12(a) and the Swingline Note executed by the Borrower; (iii) the The Subsidiary Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective Dateapplicable parties thereto; (iv) an opinion of counsel to the Borrower and such other Loan Parties as the Administrative Agent may request, addressed to the Administrative Agent and the Lenders in a form and substance satisfactory to the Administrative Agent; provided, however, unless a Subsidiary Guarantor is organized under the laws of Texas, California, Delaware or New York, the Borrower shall not be required to deliver due execution, authority and delivery opinions with respect to any Subsidiary Guarantor that is organized under the laws of a State where the percentage of the aggregate assets of the Borrower and/or the Subsidiary Guarantors for such State to the total aggregate amount of assets for the Borrower and/or the Subsidiary Guarantors is less than or equal to five percent (5%); (v) the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vvi) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of the each state in which such Loan Party has its principal place of businessis required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;; (vivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingsBorrowing and requests for Letters of Credit, Notices of Continuation and Notices of Conversion and to request the issuance Notices of Letters of CreditContinuation; (viiviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) a Borrowing Base Certificate calculated as of the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Cutoff Date; (x) a Compliance Certificate calculated as of the Effective Date (giving on a pro forma effect to basis for the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date)Borrower’s fiscal quarter ending March 31, 2021; (xi) a Borrowing Base Certificate calculated Disbursement Instruction Agreement effective as of the Effective Agreement Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a LenderFee Letter; (xiii) a disbursement statement setting forth in reasonable detail evidence that the application Fees, if any, then due and payable under Section 3.5, together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the initial Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid or will be paid from Loans being funded to occur on the Effective Datedate hereof; (xiv) evidence that with respect to each Borrowing Base Property identified on Schedule 4.1, each of the items referred to in Section 6.3 required to be delivered in connection with any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunderBorrowing Base Property; (xv) evidence UCC, tax, judgment and lien search reports with respect to the Borrower and each other Loan Party in all jurisdictions reasonably requested by the Administrative Agent indicating that releases there are no liens of any prior mortgages recorded record on any such property other than ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (xvi) insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5 is in full force and effect; (xvii) Beneficial Ownership Certifications from the Borrower and such other Persons as the Administrative Agent and Lenders shall reasonably require; (xviii) A certificate of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon Borrower certifying that the recording thereof, such and that such Initial Unencumbered Pool Properties Loans are free and clear from permitted under any liens or encumbrancesSenior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence thereto; and (xvixix) such other documents, agreements and instruments as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request. (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (iic) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iiid) the ParentBorrower, the Borrower other Loan Parties and its the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to ; and (Ae) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to fulfill its obligations under comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Loan Documents Patriot Act, in each case to which it is a party or the ability of extent requested in writing at least five (5) Business Days prior to the Agent to exercise its remedies hereunderAgreement Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each applicable Lender (but excluding any Lender that has requested that it not receive Notes) and complying with the applicable provisions terms of Section 2.10., and the Swingline Note executed by the Borrower2.12.(a); (iii) an opinion of outside counsel to the Guaranty executed by Borrower and the Parent other Loan Parties, addressed to the Administrative Agent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, the Lenders and covering such matters as of the Effective DateAdministrative Agent may reasonably request; (iv) copies of the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Person (or in the case of any Loan Party other than the Borrower, any other date acceptable to the Administrative Agent so long as such organizational documents are certified as of the Effective Date by the Secretary or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party); (v) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place of businessPerson; (vi) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation Conversion and Notices of Conversion and to request the issuance of Letters of CreditContinuation; (vii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (i1) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii2) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, a Closing Certificate substantially in form reasonably satisfactory to of Exhibit L, executed on behalf of the AgentBorrower by an authorized officer of the Borrower; (ix) a Disbursement Instruction Agreement effective as of the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Agreement Date; (x) a pro forma Compliance Certificate calculated prepared as of the Effective Date (giving pro forma effect to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date)September 30, 2022; (xi) a Borrowing Base Certificate calculated as evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent, the Lead Arrangers and any of the Effective DateLenders, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, have been paid; (xii) evidence that the Escrow Agreement, executed by the Escrow Agent, each the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lender; (xiii) a disbursement statement setting forth in reasonable detail the application , each of the initial Loans being funded on Lenders, and the Effective Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrancesAdministrative Agent; and (xvixiii) such other documents, agreements and instruments as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request.; (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Administrative Agent and the Lenders by or on behalf of the Borrower prior to the Agreement Date in connection with the transactions contemplated by this Agreement that has had or could reasonably be expected to result in a Material Adverse Effect; (iic) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which is reasonably likely to be adversely determined, and, if adversely determined, could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iiid) the Parent, the Borrower and its the other Subsidiaries Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which which, or the failure to make, give or receive which, would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party party; (e) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender at least 2 Business Days prior to the Agreement Date in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (f) the Borrower and each other Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the ability of Beneficial Ownership Regulation shall have delivered to the Agent Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to exercise its remedies hereundersuch Loan Party or such Subsidiary, in each case, at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each applicable Lender (but excluding any Lender that has requested that it not receive Notes) and complying with the applicable provisions terms of Section 2.10., 2.12 (a) and the Swingline Note executed by the Borrower; (iii) the The Subsidiary Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective Dateapplicable parties thereto; (iv) an opinion of counsel to the Borrower and such other Loan Parties as the Administrative Agent may request, addressed to the Administrative Agent and the Lenders in a form and substance satisfactory to the Administrative Agent; provided, however, unless a Subsidiary Guarantor is organized under the laws of Texas, California, Delaware or New York, the Borrower shall not be required to deliver due execution, authority and delivery opinions with respect to any Subsidiary Guarantor that is organized under the laws of a State where the percentage of the aggregate assets of the Borrower and/or the Subsidiary Guarantors for such State to the total aggregate amount of assets for the Borrower and/or the Subsidiary Guarantors is less than or equal to five percent (5%); (v) the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vvi) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of the each state in which such Loan Party has its principal place of businessis required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (vivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingsBorrowing and requests for Letters of Credit, Notices of Continuation and Notices of Conversion and to request the issuance Notices of Letters of CreditContinuation; (viiviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) a Borrowing Base Certificate calculated as of the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Cutoff Date; (x) a Compliance Certificate calculated as of the Effective Date (giving on a pro forma effect to basis for the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date)Borrower’s fiscal quarter ending March 31, 2021; (xi) a Borrowing Base Certificate calculated Disbursement Instruction Agreement effective as of the Effective Agreement Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a LenderFee Letter; (xiii) a disbursement statement setting forth in reasonable detail evidence that the application Fees, if any, then due and payable under Section 3.5, together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the initial Loans being funded on Lenders, including without limitation, the Effective Datefees and expenses of counsel to the Administrative Agent, have been paid; (xiv) evidence that with respect to each Borrowing Base Property identified on Schedule 4.1, each of the items referred to in Section 6.3 required to be delivered in connection with any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunderBorrowing Base Property; (xv) evidence UCC, tax, judgment and lien search reports with respect to the Borrower and each other Loan Party in all jurisdictions reasonably requested by the Administrative Agent indicating that releases there are no liens of any prior mortgages recorded record on any such property other than Permitted Liens; (xvi) insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5 is in full force and effect; (xvii) Beneficial Ownership Certifications from the Borrower and such other Persons as the Administrative Agent and Lenders shall reasonably require; (xviii) A certificate of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon Borrower certifying that the recording thereof, such and that such Initial Unencumbered Pool Properties Loans are free and clear from permitted under any liens or encumbrancesSenior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence thereto; and (xvixix) such other documents, agreements and instruments as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request. (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (iic) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iiid) the ParentBorrower, the Borrower other Loan Parties and its the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to ; and (Ae) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to fulfill its obligations under comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Loan Documents to which it is a party or the ability of the Agent to exercise its remedies hereunderPatriot Act.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit make the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, initial Loans is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each Lender and complying with the applicable provisions terms of Section 2.102.7.(a) and complying with the terms of Section 2.7., (a) and the Swingline Note executed by the Borrower; (iii) the Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective DateGuarantors initially to be a party thereto; (iv) an opinion of the articles of incorporationBorrower’s general counsel and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of counsel to the Borrower and each the other Loan Party certified Parties, in each case addressed to the Administrative Agent and the Lenders and addressing such matters as of a recent date by the Secretary of State of the state of formation of such Loan PartyAdministrative Agent may request; (v) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of the each state in which such Loan Party has its principal place of businessowns a Hotel or any non-hotel real property asset; (vi) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of BorrowingBorrower, Notices of Swingline Borrowings, Notices of Continuation Borrowing and Notices of Conversion and to request the issuance of Letters of CreditSwingline Borrowing; (vii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of such Loan Party, (B) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiC) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to a Compliance Certificate calculated on a pro forma basis for the Loan PartiesBorrower’s fiscal quarter ending March 31, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent2013; (ix) reasonably detailed projected financial statements of Apple REIT for the 2014 and 2015 fiscal years (including projected balance sheets, statements of income and statements of cash flow) and setting forth the material underlying assumptions applicable thereto; (x) a Transfer Authorizer Designation Form effective as of the Agreement Date; (xi) a Notice of Borrowing requesting Revolving Loans in an amount equal to, or greater than, all Fees then due and payable under Section 3.63.5., together with all other fees, expenses and any other Fees reimbursement amounts due and payable to the Administrative Agent and any of the Lenders on or prior Lenders, including without limitation, the fees and expenses of counsel to the Effective Date; (x) a Compliance Certificate calculated as of the Effective Date (giving pro forma effect to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date); (xi) a Borrowing Base Certificate calculated as of the Effective DateAdministrative Agent; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lender[RESERVED]; (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders the Fees, if any, then due and payable under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of Section 3.5., together with all other fees, expenses and reimbursement amounts due them under and payable to the Existing Credit Agreement Administrative Agent and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrancespaid; and (xvixiv) such other documents, agreements agreements, instruments, credit applications, financial statements, authorizations and instruments such information concerning Apple REIT, the Borrower and its Subsidiaries and their respective businesses, operations and conditions (financial and otherwise) as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request.; and (b) In the good faith judgment of the Agent and the LendersAdministrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, public filings with the U.S. Securities and Exchange Commission, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its the other Subsidiaries Loan Parties delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iii) the Parent, the Borrower and its the other Subsidiaries Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law applicable law or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, enjoin impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party party; (iv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); (v) there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the ability transactions contemplated by the Loan Documents; (vi) all acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Loan Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws; and (vii) all documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Loan Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel, and all legal and financial due diligence on the Borrower and the other Loan Parties and their operations and conditions shall be completed and shall be satisfactory to exercise its remedies hereunderthe Administrative Agent and the Lenders.

Initial Conditions Precedent. The obligation effectiveness of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, this Agreement is subject to the following conditions precedent: (a) The Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each Lender and complying with the applicable provisions of Section 2.102.8., and the Swingline Note executed by the Borrower; (iii) the Parent Guaranty reaffirmation executed by each Guarantor substantially in the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as form of the Effective DateExhibit B; (iv) prepayment of the Loans funded under the Original Credit Agreement by an amount at least equal to $96,000,000, such amount to be in immediately available funds; (v) one or more opinions of counsel to the Loan Parties, addressed to the Agent and the Lenders, collectively addressing the matters set forth in Exhibit F; (vi) the articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vvii) a certificate of good standing or certificate of similar meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party Party, in case of the Borrower, and certificates of qualification to transact business or other comparable certificates issued by each the Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place State of businessCalifornia; (viviii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, and the officers of the Borrower Representative then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation and Notices of Conversion and to request the issuance of Letters of CreditConversion; (viiix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (i) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viiix) a Security Deed executed by the Borrower granting to the Agent for the benefit of the Lenders a first-priority Lien in the Mortgaged Property; (xi) Assignments of Leases and Rents executed by the Borrower granting to the Agent for the benefit of the Lenders first-priority Liens in all of the rents from, and leases of, the Mortgaged Property owned by the Borrower as of the date of such grant; (xii) an opinion environmental indemnity agreement executed by the Borrower in favor of counsel the Agent and the Lenders; (xiii) if requested by the Agent, collateral assignments of all Material Contracts, Entitlements, and any other rights or benefits of or appurtenant to the Loan PartiesMortgaged Property as of the date of such assignment, addressed relating to the development, use, occupancy, operation, maintenance, enjoyment or ownership of any of such Mortgaged Property, together with any required consents to the collateral assignment thereof; (xiv) an ALTA 1992 Form mortgagee’s Policy of Title Insurance (with deletion of the creditor’s rights exclusion and deletion of the mandatory arbitration provision) or other form acceptable to the Agent in favor of the Agent for the benefit of the Lenders with respect to the Mortgaged Property, including endorsements with respect to such items of coverage as the Agent may request (and which endorsements are available in the State of California), in a coverage amount equal to no less than the outstanding principal balance of the Loans, issued by a title insurance company acceptable to the Agent and with coinsurance or reinsurance (with direct access agreements) with title insurance companies acceptable to the Agent, showing the Lenders fee simple title to the land and improvements comprising such portion of the Swingline LenderMortgaged Property as vested in the Borrower, in form reasonably satisfactory and insuring that the Liens granted by such Security Deeds are valid first priority Liens against the applicable portion of the Mortgaged Property, subject only to such restrictions, encumbrances, easements and reservations as are acceptable to the Agent; (ixxv) a survey of the Mortgaged Property certified by a surveyor licensed in the jurisdiction where the Mortgaged Property is located to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, and if not adequately covered by the survey certification, evidence that the Mortgaged Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration; (xvi) current updates of the UCC, tax, judgment and lien search reports with respect to the Borrower in all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no Liens of record on the Mortgaged Property, the Bosa Contract or any of the other assets of the Borrower other than Permitted Liens; (xvii) an opinion of counsel admitted to practice law in the jurisdiction in which the Mortgaged Property is located and acceptable to the Agent, addressed to the Agent and each Lender covering such legal matters relating to the transactions contemplated hereby as the Agent may reasonably request, including without limitation, the enforceability of the Security Deeds; (xviii) evidence that the insurance required for the Mortgaged Property owned by the Borrower under the Loan Documents is then in effect; (xix) such other due diligence materials, instruments, documents, agreements, financing statements, certificates, opinions and other Security Documents as the Agent may reasonably request; (xx) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date; (x) a Compliance Certificate calculated as of the Effective Date (giving pro forma effect to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date); (xi) a Borrowing Base Certificate calculated as of the Effective Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lender; (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; and (xvixxi) such other documents, agreements and instruments as the Agent on behalf of the Lenders may reasonably request.; and (b) In the good faith judgment of the Agent and the Lenders: (i) there There shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, Borrower or the Borrower and its other Subsidiaries Guarantors delivered to the Agent and the Lenders prior to the Agreement Restatement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iii) the Parent, the Borrower and its other Subsidiaries The Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party party; and (iv) There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the ability of transactions contemplated by the Agent to exercise its remedies hereunderLoan Documents.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of make the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, Advance hereunder is subject to the satisfaction or waiver of the following conditions precedent: (a) The Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each Lender and complying with the applicable provisions terms of Section 2.102.8., and the Swingline Note executed by the Borrower; (iii) the Parent Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective DateParent; (iv) an opinion of counsel of the Parent and the Loan Parties, addressed to the Agent and the Lenders and covering the matters set forth in Article VI hereof and such additional matters relating to the transactions contemplated hereby as Agent may request; (v) a certificate signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party and the Parent certifying that there has been no change to the certificate or articles of incorporation, articles of organization, partnership agreement, certificate of limited partnership or partnership, declaration of trust, operating agreement, by-laws and other comparable organizational instrument instruments of each Loan Party and the Parent since June 18, 2004 (if any) the date of the Borrower and each other Loan Party certified as of a most recent date certification signed by the Assistant Secretary of State of the state of formation of such Loan PartyParent); (vvi) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party and the Parent issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the each state in which such Loan Party has its principal place of businessPerson is required to be so qualified; (vivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party and the Parent with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation Conversion and Notices of Conversion and to request the issuance of Letters of Credit; Continuation; (viiviii) copies certified by the Secretary or Assistant Secretary of each Loan Party and the Parent (or other individual performing similar functions) of each Loan Party of (i) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date; (x) a Compliance Certificate calculated as of the Effective Date (giving pro forma effect to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date); (xi) a Borrowing Base Certificate calculated as of the Effective Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lender; (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; and (xvi) such other documents, agreements and instruments as the Agent on behalf of the Lenders may reasonably request. (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and (iii) the Parent, the Borrower and its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party or the ability of the Agent to exercise its remedies hereunder.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the reasonable satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) to the extent requested by the Lenders, a Revolving Notes executed Note and/or a Term Note made by the Borrower, payable to each applicable Lender and complying with the applicable provisions terms of Section 2.10., and the Swingline Note executed by the Borrower2.10(a); (iii) the Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective DateGuarantors initially to be a party thereto; (iv) an opinion of each of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Maryland counsel to Spirit REIT, addressed to the Administrative Agent and the Lenders and covering the matters reasonably required by the Administrative Agent; (v) the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vvi) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the state of formation of each such Loan Party and certificates issued as of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place of businessa recent date; (vivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices requests for Letters of Swingline BorrowingsCredit, Notices of Continuation and Notices of Conversion and to request the issuance Notices of Letters of CreditContinuation; (viiviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) a Compliance Certificate calculated on a pro forma basis for the Fees then due and payable under Section 3.6.Borrower’s fiscal quarter ending September 30, and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date2018; (x) a Compliance Certificate calculated completed Disbursement and Rate Management Agreement effective as of the Effective Date (giving pro forma effect to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date); (xi) a Borrowing Base Certificate calculated as evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under each of the Effective DateExisting Credit Agreements shall have been paid in full and any Liens securing such indebtedness, liabilities or other obligations have been released; (xii) evidence that copies of all Material Contracts and confirmations relating to Specified Derivatives Contracts in existence on the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a LenderDate; (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective DateFee Letter; (xiv) evidence that any lenders the Fees, if any, then due and payable under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of Section 3.5, together with all other fees, expenses and reimbursement amounts due them under and payable to the Existing Credit Agreement Administrative Agent and terminate their commitments thereunderany of the Lenders, including the fees and expenses of counsel to the Administrative Agent, have been paid; (xv) evidence UCC, tax, judgment and lien search reports with respect to each Loan Party in all necessary or appropriate jurisdictions indicating that releases there are no liens of any record other than Permitted Liens; provided that with respect to county-level real property searches, such searches may be dated up to six (6) months prior mortgages recorded on any of to the Initial date hereof and cover certain (but not all) Unencumbered Pool Properties have been delivered Assets as identified to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrancesAdministrative Agent prior to the Agreement Date; and (xvi) such other documents, agreements and instruments as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request.; (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to any material adverse change in the Agent or any of the Lenders any event, condition, situation or status Borrower’s financial condition since the date of the information contained in most recent quarterly financial statement filed with the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders SEC on Form 10-K prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effectdate of this Agreement; (iic) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iiid) the ParentBorrower, the Borrower other Loan Parties and its the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound; (i) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, except for including the Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such approvalsBeneficial Ownership Certification (provided that, consentsupon the execution and delivery by such Lender of its signature page to this Agreement, waivers, filings and notices the receipt, making condition set forth in this clause (ii) shall be deemed to be satisfied); and (f) there shall not have occurred or giving exist any other material disruption of which would not financial or capital markets that could reasonably be likely expected to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under transactions contemplated by the Loan Documents to which it is a party or the ability of the Agent to exercise its remedies hereunderDocuments.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the following conditions precedent: (a) The Except as otherwise set forth in the Post-Closing Letter, the Administrative Agent shall have received each of the following, in form and substance satisfactory to the AgentAdministrative Agent and the Lenders: (i) counterparts Counterparts of this Agreement Agreement, the Parent Guaranty and the Subsidiary Guaranty executed by each of the parties heretohereto and thereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each Lender (other than a Lender that has requested not to receive a Revolving Note or a Term Note, as applicable) and complying with the applicable provisions of Section 2.10.2.11, and the Swingline Note executed by the Borrower; (iii) Counterparts of the Guaranty Pledge Agreement, executed by (a) the Parent Borrower and each Wholly-Owned Subsidiary that owns holding a direct or leases an Initial Unencumbered Pool Propertyindirect Equity Interest in, if anyany California Partnership, as (b) each of the Effective Dateother holders of a direct Equity Interest in, any California Partnership, and (c) in the case of any California Partnership owning or leasing any Real Estate Asset through a California Partnership Subsidiary, such California Partnership and each California Partnership Subsidiary directly or indirectly owning or leasing the applicable Real Estate Asset, in each case in form and substance satisfactory to the Administrative Agent; (iv) Opinions of counsel to the Loan Parties (limited in scope to NSA REIT, the Borrower, each Subsidiary Guarantor and each other pledgor under the Pledge Agreement), addressed to the Administrative Agent and the Lenders; (v) Copies of the articles of incorporation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified by the Borrower and each Secretary or Assistant Secretary (or other individual performing similar functions); provided that, for any Loan Party that is not a party to the Existing Credit Agreement, the Administrative Agent shall have received such articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other organizational instrument (if any) for such Loan Party certified as of a recent date by the Secretary of State (or comparable official) of the state of formation of such Loan Party; (vvi) a A certificate of good standing or certificate of similar meaning with respect to NSA REIT, the Borrower, each Loan Party Subsidiary Guarantor, issued as of a recent date by the Secretary of State (or comparable official) of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (or comparable official and any state department of taxation, as applicable) of the each state in which the failure of such Loan Party has its principal place of businessto be so qualified could reasonably be expected to result in a Material Adverse Effect; (vivii) a A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, and the officers of NSA REIT, as general partner of the Borrower Borrower, then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation and Notices of Conversion and to request the issuance of Letters of Credit; (viiviii) copies Copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (ix) the by-laws of such Loan Party, if a corporation, the operating agreementagreement of such Loan Party, if a limited liability company, the partnership agreementagreement of such Loan Party, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiy) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) the The Fees then due and payable under Section 3.6., and any other Fees payable to the Agent Administrative Agent, the Titled Agents and the Lenders on or prior to the Effective DateDate (including the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent); (x) The results of a recent UCC lien search in the jurisdiction of organization of the Borrower, which search results shall reveal no Liens on any of the assets of the Borrower except for Liens permitted by Section 10.6 or discharged on or prior to the Effective Date pursuant to a payoff letter or other documentation reasonably satisfactory to the Administrative Agent; (xi) A perfection certificate for each pledgor under the Pledge Agreement which is not a pledgor in connection with the Existing Credit Agreement, in the form provided by the Administrative Agent, signed by a Responsible Officer; (xii) certificates and instruments representing the Equity Interests (to the extent such Equity Interests are certificated as of the Effective Date) pledged as Collateral pursuant to the Pledge Agreement, accompanied by undated stock powers or instruments of transfer executed in blank; (xiii) Proper UCC-1 financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents, covering the Collateral; (xiv) A Compliance Certificate calculated as of the Effective Date December 31, 2015 (giving pro forma effect to the financing evidenced contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Effective Date); (xixv) A certificate signed by a Borrowing Base Certificate calculated as of the Effective Date; (xii) evidence Responsible Officer, certifying that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lender; (xiii) a disbursement statement setting conditions set forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xivSection 6.1(b) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; andsatisfied; (xvi) such due diligence with respect to Eligible Unencumbered Properties as the Administrative Agent may reasonably request; (xvii) All documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA PATRIOT Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party; and (xviii) Such other documents, agreements and instruments as the Administrative Agent on behalf of the Lenders may reasonably request. (b) In the good faith judgment determination of the Administrative Agent and the Lenders: (i) there shall not have occurred or become known Both immediately before and immediately after giving effect to the Agent or any financing contemplated by this Agreement and the use of the Lenders any event, condition, situation or status since the date proceeds of the information contained in Loans to be funded on the financial and business projectionsEffective Date, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (iiA) no litigationDefault or Event of Default exists, action, suit, investigation (B) the representations and warranties made or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of any deemed made by each Loan Party to fulfill its obligations under in the Loan Documents to which it is a partyparty are true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of the Effective Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in such respects on and as of such earlier date); (ii) There shall not have occurred any material adverse change since December 31, 2015, in the business, assets, operations or condition (financial or otherwise) of any Loan Party, or in the facts and information regarding any Loan Party provided by or on behalf of any Loan Party to the Administrative Agent or any Lender; (iii) After giving effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date, there shall not have occurred any event or condition that constitutes an “event of default” (howsoever defined) or that, with the giving of any notice, the passage of time, or both, would be an “event of default” under any of the Loan Parties’ financial obligations (other than de minimus obligations) in existence on the Effective Date; and (iiiiv) the Parent, the Borrower NSA REIT and its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any material default under, material conflict with or material violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them Loan Party or their respective its properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party or the ability of the Agent to exercise its remedies hereunder.

Initial Conditions Precedent. The effectiveness of this Agreement and the obligation of the Lenders to effect or permit the occurrence of make the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is hereunder are subject to the satisfaction or waiver of the following conditions precedent: (a) The Lenders and the Agent shall have received each of the following, in form and substance satisfactory to the Agent:Agent (acting at the written direction of the Lenders): (i) counterparts Each Loan Document to be entered into on the Effective Date by a Loan Party, in each case duly executed and delivered by Responsible Officer of this Agreement executed by each of the parties heretoLoan Parties party thereto; (ii) Revolving Notes executed by the Borrower, payable to each applicable Lender (other than any Lender that has requested that it not receive Notes) and complying with the applicable provisions terms of Section 2.10., and the Swingline Note executed by the Borrower2.11(a); (iii) the Subsidiary Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective DateSubsidiary Guarantors initially to be a party thereto; (iv) [Reserved]; (v) [Reserved]; (vi) the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vvii) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place of businessParty; (viviii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and the officers deliver, on behalf of the Borrower then authorized to deliver and Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation and Notices of Conversion and to request the issuance of Letters of Credit; (viiix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date; (x) a Compliance Certificate calculated as of the Effective Date (giving on a pro forma effect to basis for the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date)Borrower’s fiscal quarter ending September 30, 2025; (xi) a Borrowing Base Certificate calculated as of the Effective Date[Reserved]; (xii) evidence that Uniform Commercial Code financing statements in proper form for filing with the Borrower’s reimbursement obligations under any letters applicable secretary of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement state naming each Loan Party as a Lenderdebtor thereunder; (xiii) a disbursement statement setting forth in reasonable detail the application copies of the initial Loans being funded on the Effective DateUniform Commercial Code search reports listing all effective financing statements filed against each Loan Party, with copies of such financing statements; (xiv) evidence that any lenders the Fees, if any, then due and payable under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of Section 3.05, together with all other fees, expenses and reimbursement amounts due them under and payable to the Existing Credit Agreement Agent and terminate their commitments thereunderany of the Lenders, including without limitation, the fees and expenses of counsel to the Agent and of the Lender Advisors, have been paid; (xv) evidence a customary certificate, dated the Effective Date and signed by an authorized officer of Borrower, certifying that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; and (xvi) such other documents, agreements and instruments as the Agent on behalf of the Lenders may reasonably request. (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could would reasonably be expected to (1) result in a Material Adverse Effect Effect; (xvi) a copy of each of the Property Management Agreement and Business Management Agreement certified as true, correct and complete by the a Responsible Officer of Borrower; (b) [Reserved]; (c) [Reserved]; (d) [Reserved]; (e) [Reserved]; (f) [Reserved]; (g) the Borrower and each other Loan Party shall have provided all information requested by the Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, to the extent requested not less than five (5) Business Days prior to the Effective Date; (h) at least five (5) Business Days prior to the Agreement Date, the Borrower shall deliver, on behalf of itself to the extent that it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification to each Lender that so requests such a Beneficial Ownership Certification; (i) the Agent shall have received evidence, in form and substance satisfactory to the Agent (acting at the written direction of the Lenders), that, as of the Effective Date, the organizational structure of Borrower and each Subsidiary of Borrower is as set forth on Schedule 5.1 attached hereto; (j) since June 12, 2025, there shall not have occurred or exist any event or occurrence which would reasonably be expected to have a material adverse effect on the Debtors’ business, operations, properties, assets, condition (2financial or otherwise) restrain or enjoinliabilities, impose materially burdensome conditions ontaken as a whole (other than events leading up to the Bankruptcy Cases and events that would reasonably be expected to result from the filing or commencement of the proceedings under chapter 11 of the Bankruptcy Code and the continuation and prosecution thereof, including any decline in business relationships, reputation, or otherwise materially and adversely affect financial performance resulting from the Chapter 11 filing), on the ability of any Loan Party the Debtors, taken as a whole, to fulfill its perform their respective payment obligations under the Loan Documents (other than as a result of events leading up to which it is a party; and (iii) and resulting from the Parent, the Borrower and its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability commencement of the Borrower or any other Loan Party to fulfill its obligations under Bankruptcy Cases and the Loan Documents to which it is a party continuation and prosecution thereof), or the ability of the Agent and the Lenders to exercise its enforce their rights and remedies hereunderunder the Loan Documents (provided, that any effects resulting from changes in general economic conditions, financial markets, industry conditions, or geopolitical events, except to the extent such effects have a materially disproportionate impact on the Borrower relative to similarly situated companies, shall not constitute a material adverse effect and no event shall constitute a material adverse effect to the extent such event is expressly addressed by the Milestones or permitted variances under Section 7.18(b)); (k) the Petition Date shall have occurred, and the Borrower and each Guarantor shall be a debtor and a debtor-in-possession; (l) the Restructuring Support Agreement shall be in full force and effect and shall not have been amended or modified in a manner that is materially adverse to the Agent or Lenders without the prior written consent of the Requisite Lenders; (i) the Interim DIP Order shall have been entered by the Bankruptcy Court and shall not have been reversed, amended, stayed, vacated, terminated or otherwise modified in any manner that is materially adverse to the Agent or Lenders without the prior written consent of the Agent and the Requisite Lenders and (ii) no motion for reconsideration of the Interim DIP Order shall have been timely filed by any Debtor or any Subsidiary thereof; (n) the Agent and the Lenders shall have received a copy of the Approved Budget, certified by a Responsible Officer of the Borrower, and in form and substance reasonably satisfactory to the Requisite Lenders; (o) all proposed “first day orders” and motions to be filed at the time of commencement of the Bankruptcy Cases or shortly thereafter shall have been reviewed in advance by the Requisite Lenders or their counsel and shall be in form and substance reasonably satisfactory to the Requisite Lenders; (p) no trustee, examiner, or receiver shall have been appointed or designated with respect to the Debtors’ business, properties or assets which, if granted, would result in a person other than the Debtors exercising control over the Debtors’ assets; (q) all “first day” orders entered by the Bankruptcy Court pertaining to cash management and adequate protection and all motions and documents filed in connection therewith, shall be in form and substance reasonably acceptable to the Requisite Lenders; (r) all fees and expenses (including, without limitation, legal fees and expenses) payable under this Agreement or otherwise to be paid to the Agent and the Lenders, including the Lender Advisors, on or before the Effective Date shall have been paid; (s) the DIP Order, upon entry thereof and subject to the terms thereof, shall be effective to create in favor of the Agent, for the benefit of the Secured Parties, legal, valid, enforceable, perfected and (if applicable) unavoidable Liens on and security interests in the Collateral as set forth in Section 6.02(l)(i) and Exhibit C to the DIP Order, and subject in all respects to Section 12.25. The Loan Parties shall have delivered UCC financing statements, in suitable form for filing with the applicable secretary of state, and shall have made arrangements for the filing thereof with the applicable secretary of state and for the recording of the DIP Order with the applicable local real property recording offices, in each case, that are reasonably acceptable to the Requisite Lenders; and (t) the Borrower shall have established the Segregated Account. The Lenders shall notify the Borrower and the Agent of the occurrence of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived), and such notice shall be conclusive and binding evidence of the occurrence thereof.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the following conditions precedent: (a) The Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each Lender requesting a Revolving Note and complying with the applicable provisions of Section 2.10., and the Swingline Note executed by the Borrower; (iii) the Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective Date; (iv) the articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (v) a certificate of good standing or certificate of similar meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place of business; (vi) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, and the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation and Notices of Conversion and to request the issuance of Letters of Credit; (vii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (i) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date to the extent such Fees have been invoiced prior to the Effective Date; (x) a Compliance Certificate calculated as of the Effective Date (using unaudited figures from December 31, 2012 and giving pro forma effect to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date); (xi) a Borrowing Base Certificate calculated as of the Effective Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lenderintentionally deleted; (xiii) if applicable, a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; and (xvixv) such other documents, agreements and instruments as the Agent on behalf of the Lenders may reasonably request. (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and (iii) the Parent, the Borrower and its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party or the ability of the Agent to exercise its remedies hereunder.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of CreditLoan, is subject to the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the AgentAdministrative Agent and the Lenders: (i) counterparts Counterparts of this Agreement Agreement, the Pari Passu Intercreditor Agreement, the Parent Guaranty and the Subsidiary Guaranty executed by each of the parties heretohereto and thereto; (ii) Revolving Term Notes executed by the Borrower, payable to each Lender (other than a Lender that has requested not to receive a Term Note, as applicable) and complying with the applicable provisions of Section 2.10., and the Swingline Note executed by the Borrower2.11; (iii) Counterparts of the Guaranty Pledge Agreement, executed by (a) the Parent Borrower and each Wholly-Owned Subsidiary that owns holding a direct or leases an Initial Unencumbered Pool Propertyindirect Equity Interest in, if anyany California Partnership, as (b) each of the Effective Dateother holders of a direct Equity Interest in, any California Partnership, and (c) in the case of any California Partnership owning or leasing any Real Estate Asset through a California Partnership Subsidiary, such California Partnership and each California Partnership Subsidiary directly or indirectly owning or leasing the applicable Real Estate Asset, in each case in form and substance satisfactory to the Administrative Agent; (iv) Opinions of counsel to the Loan Parties (limited in scope to NSA REIT, the Borrower, each Subsidiary Guarantor and each other pledgor under the Pledge Agreement), addressed to the Administrative Agent and the Lenders; (v) The articles of incorporation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State (or comparable official) of the state of formation of such Loan Party, or in lieu thereof a certification from each Loan Party that its articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) have not changed from those previously delivered to the administrative agent under the Revolver Credit Agreement; (vvi) a A certificate of good standing or certificate of similar meaning with respect to NSA REIT, the Borrower, each Loan Party Subsidiary Guarantor, issued as of a recent date by the Secretary of State (or comparable official) of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (or comparable official and any state department of taxation, as applicable) of the each state in which the failure of such Loan Party has its principal place of businessto be so qualified could reasonably be expected to result in a Material Adverse Effect; (vivii) a A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, and the officers of NSA REIT, as general partner of the Borrower Borrower, then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation and Notices of Conversion and to request the issuance of Letters of Credit;Conversion (viiviii) copies Copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (ix) the by-laws of such Loan Party, if a corporation, the operating agreementagreement of such Loan Party, if a limited liability company, the partnership agreementagreement of such Loan Party, if a limited or general partnership, or other comparable document in the case of any other form of legal entity entity, or in lieu thereof a certification from each Loan Party that its by-laws, the operating agreement, the partnership agreement or other comparable document have not changed from those previously delivered to the administrative agent under the Revolver Credit Agreement and (iiy) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) the The Fees then due and payable under Section 3.6., and any other Fees payable to the Agent Administrative Agent, the Titled Agents and the Lenders on or prior to the Effective DateDate (including the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent); (x) The results of a recent UCC lien search in the jurisdiction of organization of the Borrower, which search results shall reveal no Liens on any of the assets of the Borrower except for Liens permitted by Section 10.6 or discharged on or prior to the Effective Date pursuant to a payoff letter or other documentation reasonably satisfactory to the Administrative Agent; (xi) A perfection certificate for each pledgor under the Pledge Agreement, in the form provided by the Administrative Agent, signed by a Responsible Officer, or in lieu thereof a certification from each pledgor that the perfection certificates (and the information contained therein) have not changed from those previously delivered to the administrative agent under the Revolver Credit Agreement; (xii) certificates and instruments representing the Equity Interests (to the extent such Equity Interests are certificated as of the Effective Date) pledged as Collateral pursuant to the Pledge Agreement, accompanied by undated stock powers or instruments of transfer executed in blank, to the extent not held by the agent under the Revolver Credit Agreement or another party in accordance with the Pari Passu Intercreditor Agreement or similar agreement; (xiii) Proper UCC-1 financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents, covering the Collateral; (xiv) A Compliance Certificate calculated as of the Effective Date March 31, 2016 (giving pro forma effect to the financing evidenced contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Effective Date); (xixv) A certificate signed by a Borrowing Base Certificate calculated as of the Effective Date; (xii) evidence Responsible Officer, certifying that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lender; (xiii) a disbursement statement setting conditions set forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xivSection 6.1(b) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; andsatisfied; (xvi) such due diligence with respect to Eligible Unencumbered Properties as the Administrative Agent may reasonably request; (xvii) All documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA PATRIOT Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party; (xviii) Evidence of consent by the lenders under the Revolver Credit Agreement to permit the liens granted by and pledge of collateral under this Agreement and the other Loan Documents; and (xix) Such other documents, agreements and instruments as the Administrative Agent on behalf of the Lenders may reasonably request. (b) In the good faith judgment determination of the Administrative Agent and the Lenders: (i) there shall not have occurred or become known Both immediately before and immediately after giving effect to the Agent or any financing contemplated by this Agreement and the use of the Lenders any event, condition, situation or status since the date proceeds of the information contained in Loans to be funded on the financial and business projectionsEffective Date, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (iiA) no litigationDefault or Event of Default exists, action, suit, investigation (B) the representations and warranties made or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of any deemed made by each Loan Party to fulfill its obligations under in the Loan Documents to which it is a partyparty are true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of the Effective Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in such respects on and as of such earlier date); (ii) There shall not have occurred any material adverse change since December 31, 2015, in the business, assets, operations or condition (financial or otherwise) of any Loan Party, or in the facts and information regarding any Loan Party provided by or on behalf of any Loan Party to the Administrative Agent or any Lender; (iii) After giving effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date, there shall not have occurred any event or condition that constitutes an “event of default” (howsoever defined) or that, with the giving of any notice, the passage of time, or both, would be an “event of default” under any of the Loan Parties’ financial obligations (other than de minimis obligations) in existence on the Effective Date; and (iiiiv) the Parent, the Borrower NSA REIT and its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any material default under, material conflict with or material violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them Loan Party or their respective its properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party or the ability of the Agent to exercise its remedies hereunder.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, hereunder is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each Lender the Lenders, and complying with the applicable provisions terms of Section 2.10., and the Swingline Note executed by the Borrowerthis Agreement; (iii) the Guaranty and the Hazardous Materials Indemnity Agreement executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool PropertyGuarantor, if any, as together with all of the Effective Dateother Loan Documents executed by Borrower; (iv) the Security Documents and other Loan Documents, executed by Borrower and the other parties thereto; (v) an opinion of counsel to Borrower and Guarantor, addressed to Administrative Agent and the Lenders and covering due execution, authority, no conflict, enforceability, local matters and other matters, all as required by Administrative Agent; (vi) the certificate or articles of incorporation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower, Borrower Member, Guarantor and each such other Loan Party Persons as determined by Administrative Agent, certified as of a recent date by the Secretary of State of the state of formation of such Loan PartyPerson; (vvii) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party Borrower, Borrower Member, Guarantor and such other Persons as determined by Administrative Agent, issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party Person, and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the each state in which such Loan Party has its principal place of businessPerson is required to be so qualified; (viviii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party Borrower, Borrower Member, Guarantor and such other Persons as determined by Administrative Agent, with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, and the officers of the Borrower then authorized to execute and deliver on behalf of Borrower Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation Conversion and Notices of Conversion and to request the issuance of Letters of CreditContinuation; (viiix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of Borrower, Borrower Member, Guarantor and such other Persons as determined by Administrative Agent of: (i) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity entity; and (ii) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date; (x) a Compliance Borrowing Base Certificate calculated as of December 31, 2014 (but assuming that the Effective Date (giving pro forma effect to the financing evidenced by this Agreement and the use of the proceeds total amount of the Loans outstanding for purposes of calculating Testing Debt Yield and Testing LTV therein will be the amount of the Loans disbursed to be funded Borrower on the Agreement Effective Date); (xi) a Borrowing Base Compliance Certificate calculated as of the Effective Datefor Guarantor’s fiscal quarter ending December 31, 2014; (xii) evidence that a Disbursement Instruction Agreement effective as of the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a LenderDate; (xiii) a disbursement statement setting forth UCC, tax, judgment and lien search reports with respect to Borrower, Borrower Member, Guarantor and such other Persons as determined by Administrative Agent, and each Borrowing Base Property, in reasonable detail the application all necessary or appropriate jurisdictions, indicating that there are no Liens of the initial Loans being funded record on the Effective Datesuch Property or related to such Persons other than Permitted Liens; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment copies of all amounts due them under Material Contracts and Specified Derivatives Contracts in existence on the Existing Credit Agreement and terminate their commitments thereunderDate; (xv) copies of the form of Tenant Lease to be used and each Tenant Lease entered into as of the Agreement Date with respect to such Property; (xvi) the Fee Letter; (xvii) evidence that releases of any prior mortgages recorded on the Fees, if any, then due and payable under Section 3.5, together with all other fees, expenses and reimbursement amounts due and payable to Administrative Agent and any of the Initial Unencumbered Pool Properties Lenders, including, the fees and expenses of counsel to Administrative Agent, have been delivered paid; (xviii) insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5 (including both property and liability insurance) is in full force and effect and stating that the coverage shall not be cancelable or materially changed without ten (10) days’ prior written notice to Administrative Agent of any cancellation for nonpayment or premiums, and not less than thirty (30) days’ prior written notice to Administrative Agent of any other cancellation or any modification (including a thirdreduction in coverage), together with appropriate evidence that Administrative Agent, for its benefit and the benefit of the Lenders, and the Specified Derivatives Providers, is each named as a lender’s loss payee and additional insured, as appropriate, on all insurance policies that Borrower, Guarantor or any other Affiliate of Borrower actually maintains with respect to any Property and improvements on such Property; (xix) Subordination, Non-party title insurance company for recordation Disturbance and thatAttornment Agreements, upon and estoppel certain from such tenants as may be required by Administrative Agent, in form and substance reasonably acceptable to Administrative Agent; (xx) all information requested by Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (xxi) payment of mortgage and recording thereoftaxes, to the extent applicable, and delivery of such evidence and that such Initial Unencumbered Pool Properties are free memoranda thereof as Administrative Agent shall reasonably require; (xxii) delivery of all other space leases and clear from any liens subleases, management agreements, leasing agreements, parking agreements, licenses and permits, maintenance and service agreements, labor agreements, equipment leases, capital and operating budgets, copies of prior tax bills, flood zone certifications and other similar due diligence information and materials as Administrative Agent shall reasonably require; (xxiii) a zoning report (PZR or encumbrancessimilar), property condition report, Phase I and, if applicable, Phase II environmental audit as Administrative Agent shall reasonably require; and (xvixxiv) such other documents, agreements documents and instruments as the Agent on behalf of the Lenders Administrative Agent, or any Lender through Administrative Agent, may reasonably request.; and (b) In the good faith judgment of the Agent and the LendersAdministrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status which has a Material Adverse Effect (as reasonably determined by Administrative Agent) since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries Guarantor delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse EffectDate; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened against any Borrower or Guarantor, the adverse determination of which could reasonably be expected to (1) result in would have a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party; andas reasonably determined by Administrative Agent); (iii) the Parent, the Borrower and its other Subsidiaries Guarantor shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of of: (1A) any Applicable Law Law; or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party Guarantor is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making ; and (iv) there shall not have occurred or giving exist any other material disruption of which would not financial or capital markets that could reasonably be likely expected to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under transactions contemplated by the Loan Documents to which it is a party or the ability of the Agent to exercise its remedies hereunderDocuments.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender and complying with the applicable provisions of Section 2.10., that has requested that it receive Notes and the Swingline Note executed by the BorrowerBorrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective Dateother Required Guarantor; (ivi) the Pledge Agreement, executed by each of the Parent, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of D▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vvii) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of the each state in which such Loan Party has its principal place of businessis required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viviii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingsBorrowing, Notices requests for Letters of Continuation and Credit, Notices of Conversion and to request the issuance Notices of Letters of CreditContinuation; (viiix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viiix) an opinion of counsel original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Loan PartiesSecurity Documents, addressed to together with an undated stock power for each such certificate duly executed in blank by the Agentregistered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the Lenders current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and the Swingline Lenderas additional insured on all policies for liability insurance), in each case, in form and substance reasonably satisfactory acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (ixxii) any other documents reasonably requested thereby or as required by the Fees terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (f) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2021; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, then due and payable under Section 3.63.5., together with all other fees, expenses and any other Fees reimbursement amounts due and payable to the Administrative Agent and any of the Lenders on or prior Lenders, including without limitation, the fees and expenses of counsel to the Effective DateAdministrative Agent, have been paid; (xxviii) a Compliance Certificate calculated as copies of the Effective Date (giving pro forma effect to the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded all Specified Derivatives Contracts in existence on the Agreement Date); (xi) a Borrowing Base Certificate calculated as of the Effective Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lender; (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrances; and (xvixix) such other documents, agreements and instruments as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request.; (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (iic) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1i) result in a Material Adverse Effect or (2ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iiid) the ParentBorrower, the Borrower other Loan Parties and its the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1i) any Applicable Law or (2ii) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party or party; (e) the ability initial public offering of the Equity Interests of the Parent, pursuant to a prospectus and Form S-1 registration statement provided to the Administrative Agent and the Lenders, prior to exercise the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $200,000,000, and the capital structure and corporate structure of the Parent and its remedies hereunderSubsidiaries shall be reasonably acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each applicable Lender (but excluding any Lender that has requested that it not receive Notes) and complying with the applicable provisions terms of Section 2.10., 2.12(a) and the Swingline Note executed by the Borrower; (iii) the The Subsidiary Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective Dateapplicable parties thereto; (iv) an opinion of counsel to the Borrower and such other Loan Parties as the Administrative Agent may request, addressed to the Administrative Agent and the Lenders in a form and substance satisfactory to the Administrative Agent; provided, however, unless a Subsidiary Guarantor is organized under the laws of Texas, California, Delaware or New York, the Borrower shall not be required to deliver due execution, authority and delivery opinions with respect to any Subsidiary Guarantor that is organized under the laws of a State where the percentage of the aggregate assets of the Borrower and/or the Subsidiary Guarantors for such State to the total aggregate amount of assets for the Borrower and/or the Subsidiary Guarantors is less than or equal to five percent (5%); (v) the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vvi) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of the each state in which such Loan Party has its principal place of businessis required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (vivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingsBorrowing and requests for Letters of Credit, Notices of Continuation and Notices of Conversion and to request the issuance Notices of Letters of CreditContinuation; (viiviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) a Borrowing Base Certificate calculated as of the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Cutoff Date; (x) a Compliance Certificate calculated as of the Effective Date (giving on a pro forma effect to basis for the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date)Borrower’s fiscal quarter ending March 31, 2021; (xi) a Borrowing Base Certificate calculated Disbursement Instruction Agreement effective as of the Effective Agreement Date; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a LenderFee Letter; (xiii) a disbursement statement setting forth in reasonable detail evidence that the application Fees, if any, then due and payable under Section 3.5, together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the initial Loans being funded on Lenders, including without limitation, the Effective Datefees and expenses of counsel to the Administrative Agent, have been paid; (xiv) evidence that with respect to each Borrowing Base Property identified on Schedule 4.1, each of the items referred to in Section 6.3 required to be delivered in connection with any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunderBorrowing Base Property; (xv) evidence UCC, tax, judgment and lien search reports with respect to the Borrower and each other Loan Party in all jurisdictions reasonably requested by the Administrative Agent indicating that releases there are no liens of any prior mortgages recorded record on any such property other than Permitted Liens; (xvi) insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5 is in full force and effect; (xvii) Beneficial Ownership Certifications from the Borrower and such other Persons as the Administrative Agent and Lenders shall reasonably require; (xviii) A certificate of the Initial Unencumbered Pool Properties have been delivered to a third-party title insurance company for recordation and that, upon Borrower certifying that the recording thereof, such and that such Initial Unencumbered Pool Properties Loans are free and clear from permitted under any liens or encumbrancesSenior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence thereto; and (xvixix) such other documents, agreements and instruments as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request. (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (iic) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iiid) the ParentBorrower, the Borrower other Loan Parties and its the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to ; and (Ae) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to fulfill its obligations under comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Loan Documents to which it is a party or the ability of the Agent to exercise its remedies hereunderPatriot Act.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunderhereunder on or after the Agreement Date, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes executed by the Borrower, payable to each applicable Lender (excluding any Lender that has requested that it not receive Notes) and complying with the applicable provisions terms of Section 2.102.12., (a) and the Swingline Note executed by the Borrower; (iii) the Guaranty executed by the Parent and each Subsidiary that owns or leases an Initial Unencumbered Pool Property, if any, as of the Effective Date[reserved]; (iv) an opinion of outside counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request; (v) copies of the certificate or articles of incorporationincorporation or formation, articles of organization, certificate of limited partnership partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of incorporation or formation of such Person (or in the case of any Loan Party other than the Borrower, any other date acceptable to the Administrative Agent so long as such organizational documents are certified as of the Effective Date by the Secretary or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party); (vvi) a certificate of good standing (or certificate of similar meaning meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation or incorporation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place of businessPerson; (vivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and the officers deliver on behalf of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingsBorrowing, Notices requests for Letters of Continuation and Credit, Notices of Conversion and to request the issuance Notices of Letters of CreditContinuation; (viiviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (iA) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (iiB) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viiiix) an opinion Unencumbered Asset Certificate calculated as of counsel to the Loan PartiesMarch 31, addressed to the Agent, the Lenders and the Swingline Lender, in form reasonably satisfactory to the Agent; (ix) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date2021; (x) a Compliance Certificate calculated as of the Effective Date (giving on a pro forma effect to basis for the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Agreement Date)Borrower’s fiscal quarter ending March 31, 2021; (xi) a Borrowing Base Closing Certificate calculated as substantially in form of Exhibit T, executed on behalf of the Effective DateBorrower by an authorized officer of the Borrower; (xii) evidence that the Borrower’s reimbursement obligations under any letters of credit issued under the Existing Credit Agreement either shall be evidenced by a separate agreement between the issuer thereof and Borrower from and after the Effective Date or shall become Letters of Credit hereunder pursuant to the joinder by such issuer in this Agreement as a Lender[reserved]; (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders the Fees, if any, then due and payable under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of Section 3.5., together with all other fees, expenses and reimbursement amounts due them under and payable to the Existing Credit Agreement Administrative Agent, the Lead Arrangers and terminate their commitments thereunder; (xv) evidence that releases of any prior mortgages recorded on any of the Initial Unencumbered Pool Properties Lenders, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent invoiced to the Borrower at least 2 Business Days prior to the Agreement Date, have been delivered to a third-party title insurance company for recordation and that, upon paid (or substantially concurrently with the recording thereof, such and that such Initial Unencumbered Pool Properties are free and clear from any liens or encumbrancesfirst Credit Event will be paid); and (xvixiv) such other documents, agreements and instruments as the Agent on behalf of Administrative Agent, or any Lender through the Lenders Administrative Agent, may reasonably request.; (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Administrative Agent and the Lenders by or on behalf of the Borrower prior to the Agreement Date in connection with the transactions contemplated by this Agreement that has had or could reasonably be expected to result in a Material Adverse Effect; (iic) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which is reasonably likely to be adversely determined, and, if adversely determined, could reasonably be expected to (1A) result in a Material Adverse Effect or (2B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and; (iiid) the Parent, the Borrower and its the other Subsidiaries Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1A) any Applicable Law or (2B) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which which, or the failure to make, give or receive which, would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party or party; (e) the ability Lenders shall have completed their accounting, business, financial, legal, tax, environmental and regulatory due diligence investigation of the Borrower, the Guarantors and the Unencumbered Assets in scope, and with results, satisfactory to the Lenders in their sole discretion; and (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender at least 2 Business Days prior to exercise its remedies hereunderthe Agreement Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act and if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver to each Lender that so requests at least 5 days prior to the Agreement Date, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.