FOURTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

EXECUTION VERSION

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 29, 2022, is made by and between JBG XXXXX PROPERTIES LP, a limited partnership formed under the laws of the State of Delaware (“Borrower”), the Banks party hereto (the “Banks”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”).

WHEREAS, Borrower, Administrative Agent and the financial institutions initially a signatory to the Existing Credit Agreement (as defined below) together with their successors and assigns under Section 12.05 of the Existing Credit Agreement have entered into that certain Credit Agreement dated as of July 18, 2017 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; capitalized terms used herein and not defined herein have the meanings provided in the Existing Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”));

WHEREAS, Borrower has requested that Administrative Agent and Banks amend certain terms and conditions of the Existing Credit Agreement as described herein; and

WHEREAS, Administrative Agent and the Banks party to this Amendment have agreed to so amend certain terms and conditions of the Existing Credit Agreement to make certain agreed upon modifications on the terms and conditions set forth below in this Amendment.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

1.Amendments to Existing Credit Agreement. Effective as set forth in Section 2 below:

(a)the Existing Credit Agreement (excluding all Schedules, other than Schedule 1 to the Existing Credit Agreement, and Exhibits thereto) is hereby amended as set forth in the marked terms on Exhibit A attached hereto. In Exhibit A hereto, deletions of text in the Existing Credit Agreement are indicated by struck-through text, and insertions of text are indicated by double-underlined text.

(b)Schedule 1 to the Existing Credit Agreement is hereby amended and restated as set forth in Exhibit B hereto.

2.Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction or waiver of the following conditions precedent (the date of such satisfaction or waiver, the “Fourth Amendment Effective Date”):

(a)Administrative Agent shall have received:

(i)counterparts of this Amendment duly executed and delivered by Borrower, Administrative Agent and each Ratable Loan Bank; and

(ii)a certificate dated as of the Fourth Amendment Effective Date signed by a Responsible Officer of Borrower stating, to the best of the certifying party’s knowledge, the following:

(A)All representations and warranties of Borrower and the other Loan Parties contained in this Amendment, in the Amended Credit Agreement and in each of the other Loan Documents are true and correct in all material respects on and as of the Fourth Amendment Effective Date as though made on and as of such date (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects) and except for changes in factual circumstances not prohibited thereunder), and

(B)No Default or Event of Default has occurred and is continuing.

(b)All fees owed to the Banks incurred in connection with this Amendment (including any fees and expenses due to each Lead Arranger in connection with the execution of its duties in connection with the arranging of this Amendment) and required to be paid as of the Fourth Amendment Effective Date and all expenses (including, without limitation, the reasonable and documented out-of-pocket fees and expenses of legal counsel of Administrative Agent) for which invoices have been presented to Borrower on or prior to the Fourth Amendment Effective Date shall have been paid.

Administrative Agent shall notify in writing Borrower and the Banks of the effectiveness of this Amendment, and such notice shall be conclusive and binding.

3.Representations and Warranties. Borrower hereby certifies that: (a) no Default or Event of Default exists as of the date hereof or would exist immediately after giving effect to this Amendment; (b) each of the representations and warranties of Borrower and the other Loan Parties contained in the Amended Credit Agreement and in each of the other Loan Documents are true and correct in all material respects as of the date hereof (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects) and except for changes in factual circumstances not prohibited thereunder); (c) no consent, approval, order or authorization of, or registration or filing with, any third party (other than any required filing with the SEC, which, to the extent required, Borrower agrees to file in a timely manner) is required in connection with the execution, delivery and carrying out of this Amendment or, if required, has been obtained; and (d) this Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein and as may be limited by equitable principles generally. Borrower confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Amendment. Except as expressly provided herein, this Amendment shall not

constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Banks’ or Administrative Agent’s rights and remedies (all of which are hereby reserved).

4.Ratification. Without in any way establishing a course of dealing by Administrative Agent or any Bank, Borrower hereby reaffirms and confirms its obligations under the Amended Credit Agreement and the other Loan Documents to which it is a party and each and every such Loan Document executed by the undersigned in connection with the Existing Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. This Amendment is not intended to and shall not constitute a novation. All references to the Existing Credit Agreement contained in the above-referenced documents shall be a reference to the Amended Credit Agreement and as the same may from time to time hereafter be amended, restated, supplemented or otherwise modified.

5.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require Administrative Agent to accept electronic signatures in any form or format without its prior written consent.

7.Headings. The headings of this Amendment and captions hereunder are for convenience only and shall not affect the interpretation or construction of this Amendment.

8.Miscellaneous. This Amendment shall constitute a Loan Document under the Amended Credit Agreement. This Amendment sets forth the entire agreement among the parties hereto relating to the transactions contemplated hereby (except with respect to agreements relating solely to compensation, consideration and the coordinated syndication of the Loan). No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. The provisions of this Amendment are intended to be severable. If for any reason any provision of this Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or

unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. Borrower hereby represents and warrants that it has consulted with independent legal counsel of its selection in connection herewith and is not relying on any representations or warranties of Administrative Agent or its counsel in entering into this Amendment.

REST OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their authorized officers all as of the day and year first above written.

BORROWER:

JBG XXXXX PROPERTIES LP

By:	JBG XXXXX Properties,
	a Maryland real estate investment trust,
	its General Partner

	By:	/s/ M. Xxxxx Xxxxxxxx
	Name:	M. Xxxxx Xxxxxxxx
	Title:	Chief Financial Officer

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent and as a
Ratable Loan Bank

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Director

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties


	TD BANK, N.A.,
	as a Ratable Loan Bank

	By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Vice President

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

	U.S. BANK NATIONAL ASSOCIATION,
	as a Ratable Loan Bank

	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Senior Vice President

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

REGIONS BANK,
as a Bank

By:	/s/ Xxxxxx X. Xxxxxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxxxxx
	Title:	Senior Vice President

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties


TRUIST BANK,
as a Ratable Loan Bank

By:	/s/ Xxxxxxxx Xxxxx
	Name:	Xxxxxxxx Xxxxx
	Title:	Senior Vice President

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as a Ratable Loan Bank

By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Director

By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Managing Director

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

UNITED BANK,
as a Ratable Loan Bank

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Market President

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

FIFTH THIRD BANK, NATIONAL ASSOCIATION,
as a Ratable Loan Bank

By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Senior Vice President

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

XXXXXXX XXXXX BANK USA,
as a Ratable Loan Bank

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Authorized Signatory

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

ASSOCIATED BANK, NATIONAL ASSOCIATION,
as a Ratable Loan Bank

By:	/s/ Xxxxxxxx Xxxx
	Name:	Xxxxxxxx Xxxx
	Title:	Senior Vice President

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

XXXXXX XXXXXXX BANK, N.A.,
as a Ratable Loan Bank

By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Authorized Signatory

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

BMO XXXXXX BANK, N.A.,
as a Ratable Loan Bank

By:	/s/ Xxxxxxx Xxx Chabanon
	Name:	Xxxxxxx Xxx Chabanon
	Title:	Vice President

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

LANDESBANK BADEN-WÜRTTEMBERG, NEW YORK BRANCH,
as a Ratable Loan Bank

By:	/s/ Xxxxx XxXxxxxx
	Name:	Xxxxx XxXxxxxx
	Title:	Director

By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Managing Director

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

ING CAPITAL LLC,
as a Ratable Loan Bank

By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Director

By:	/s/ Xxxxxxxxx X. Xxxxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxxxx
	Title:	Director

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

JPMORGAN CHASE BANK, N.A.,
as a Ratable Loan Bank

By:	/s/ Xxxx X Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	Vice President

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

	THE BANK OF NOVA SCOTIA,
	as a Ratable Loan Bank

	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director, Corporate Banking
	- U.S. Real Estate, Gaming, and Leisure

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

	THE BANK OF NEW YORK MELLON,
	as a Ratable Loan Bank

	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties


CAPITAL ONE, NATIONAL ASSOCIATION,
as a Ratable Loan Bank

By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Authorized Signatory

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

PNC BANK, NATIONAL ASSOCIATION,
as a Ratable Loan Bank

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Senior Vice President

Signature Page to Fourth Amendment to Credit Agreement

JBG Xxxxx Properties

EXHIBIT A

Marked Amended Credit Agreement

[Attached]

EXECUTION VERSION

(Conformed to First Amendment to Credit Agreement dated May 8, 2019 and,

Second Amendment to Credit Agreement dated January 7, 2020) ,

Third Amendment to Credit Agreement dated January 14, 2022 and

Fourth Amendment to Credit Agreement dated July 29, 2022)

EXHIBIT A To SecondFourth Amendment to Credit Agreement

CREDIT AGREEMENT

dated as of July 18, 2017,

among

JBG XXXXX PROPERTIES LP,

as Borrower,

THE BANKS SIGNATORY HERETO,

each as a Bank,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A.,

as Co-Syndication Agents for the Ratable Loans and the Term A-1 Loans,

CAPITAL ONE, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION and
CITIZENS BANK, N.A.,

as Co-Syndication Agents for the Term A-2 Loans,

BMO XXXXXX BANK, N.A., REGIONS BANK, TD BANK, N.A.,

THE BANK OF NEW YORK MELLON, TRUIST BANK, XXXXXXX XXXXX BANK USA, THE
BANK OF NOVA SCOTIA, AND XXXXXX XXXXXXX SENIOR FUNDING, INC.

as Co-Documentation Agents

XXXXX FARGO SECURITIES LLC, BOFA SECURITIES, INC. and JPMORGAN CHASE BANK, N.A.,

as Joint Bookrunners for the Ratable Loans and the Term A-1 Loans,

XXXXX FARGO SECURITIES LLC, CAPITAL ONE, NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC and CITIZENS BANK, N.A.,

as Joint Bookrunners for the Term A-2 Loans,

XXXXX FARGO SECURITIES LLC, BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A.,

CAPITAL ONE, NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC and CITIZENS BANK, N.A.,

as Joint Lead Arrangers for the Ratable Loans and the Term A-1 Loans,

XXXXX FARGO SECURITIES LLC, CAPITAL ONE, NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC and CITIZENS BANK, N.A.,

as Joint Lead Arrangers for the Term A-2 Loans

TABLE OF CONTENTS

	Page

ARTICLE I DEFINITIONS; ETC.	1

SECTION 1.01. Definitions.	1
SECTION 1.02. Accounting Terms.	37
SECTION 1.03. Computation of Time Periods.	37
SECTION 1.04. Rules of Construction..	37
SECTION 1.05. Financial Covenant Calculations..	38
SECTION 1.06. Rounding..	38
SECTION 1.07. Rates..	38

ARTICLE II THE LOANS	3839

SECTION 2.01. Ratable Loans; Bid Rate Loans; Term Loans	38..39
SECTION 2.02. Bid Rate Loans.	3940
SECTION 2.03. Swingline Loan Subfacility.	4243
SECTION 2.04. Advances, Generally..	45
SECTION 2.05. Procedures for Advances..	45
SECTION 2.06. Interest Periods; Renewals..	46
SECTION 2.07. Interest	47..46
SECTION 2.08. Fees.	47
SECTION 2.09. Notes; Due at Maturity.	4847
SECTION 2.10. Prepayments.	4948
SECTION 2.11. Method of Payment.	50
SECTION 2.12. Elections, Conversions or Continuation of Loans.	5150
SECTION 2.13. Minimum Amounts.	5150
SECTION 2.14. Certain Notices Regarding Elections, Conversions and Continuations of Loans.	51
SECTION 2.15. Payments Generally	52..51
SECTION 2.16. Changes of Loan Commitments; Incremental Increases.	5251
SECTION 2.17. Letters of Credit.	5453
SECTION 2.18. [Reserved].	6058
SECTION 2.19. Funds Transfer Disbursements	60..58
SECTION 2.20. Permitted Extension Amendments.	6058

ARTICLE III YIELD PROTECTION; ILLEGALITY; ETC.	6361

SECTION 3.01. Additional Costs.	6361
SECTION 3.02. Alternate Rate of Interest	65
[Reserved].	62

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TABLE OF CONTENTS

	Page

SECTION 3.03. Illegality	66..62
SECTION 3.04. Treatment of Affected Loans	66..62
SECTION 3.05. Certain Compensation.	6763
SECTION 3.06. Capital Adequacy	68..63
SECTION 3.07. Substitution of Banks	68..64
SECTION 3.08. Obligation of Banks to Mitigate	70..65
SECTION 3.09. Usury	70..65
SECTION 3.10. Changed Circumstances.	66

ARTICLE IV CONDITIONS PRECEDENT	7169

SECTION 4.01. Conditions Precedent to the Loans.	7169
SECTION 4.02. Conditions Precedent to Advances After the Initial Advance.	7371
SECTION 4.03. Deemed Representations	74..72

ARTICLE V REPRESENTATIONS AND WARRANTIES	7472

SECTION 5.01. Existence	74..72
SECTION 5.02. Corporate/Partnership Powers	74..72
SECTION 5.03. Power of Officers	75..72
SECTION 5.04. Power and Authority; No Conflicts; Compliance With Laws	75..73
SECTION 5.05. Legally Enforceable Agreements	75..73

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TABLE OF CONTENTS

	Page

SECTION 5.06. Litigation	75..73
SECTION 5.07. Good Title to Properties	75..73
SECTION 5.08. Taxes	76..73
SECTION 5.09. ERISA	76..73
SECTION 5.10. No Default on Outstanding Judgments or Orders	77..74
SECTION 5.11. No Defaults on Other Agreements	77..74
SECTION 5.12. Government Regulation	77..74
SECTION 5.13. Environmental Protection	77..74
SECTION 5.14. Solvency	77..75
SECTION 5.15. Financial Statements	77..75
SECTION 5.16. Valid Existence of Subsidiaries	78..75
SECTION 5.17. Insurance.	7875
SECTION 5.18. Accuracy of Information; Full Disclosure.	7875
SECTION 5.19. Use of Proceeds	79..76
SECTION 5.20. Governmental Approvals	79..76
SECTION 5.21. Principal Offices	79..76
SECTION 5.22. General Partner Status.	7976

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TABLE OF CONTENTS

	Page

SECTION 5.23. Labor Matters	79..76
SECTION 5.24. Organizational Documents	80..77
SECTION 5.25. Anti-Corruption Laws and Sanctions	80..77
SECTION 5.26. EEA Affected Financial Institutions	80..77

ARTICLE VI AFFIRMATIVE COVENANTS	8077

SECTION 6.01. Maintenance of Existence	80..77
SECTION 6.02. Maintenance of Records	81..77
SECTION 6.03. Maintenance of Insurance	81..77
SECTION 6.04. Compliance with Laws; Payment of Taxes.	8178
SECTION 6.05. Right of Inspection	81..78
SECTION 6.06. Compliance With Environmental Laws	82..78
SECTION 6.07. Intentionally Omitted.	8278
SECTION 6.08. Maintenance of Properties	82..78
SECTION 6.09. Reporting and Miscellaneous Document Requirements.	8278
SECTION 6.10. Guarantors.	8581
	87
ARTICLE VII NEGATIVE COVENANTS	8783

SECTION 7.01. Mergers, Etc.	8783
SECTION 7.02. Distributions.	8884
SECTION 7.03. Amendments to Organizational Documents.	8985
SECTION 7.04. Activities of General Partner.	8985
SECTION 7.05. Use of Proceeds and Letters of Credit.	9187
SECTION 7.06. Transactions with Affiliates.	9187

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TABLE OF CONTENTS

	Page

ARTICLE VIII FINANCIAL COVENANTS	9287

SECTION 8.01. Ratio of Total Outstanding Indebtedness to Capitalization Value.	9287
SECTION 8.02. Ratio of Combined EBITDA to Fixed Charges	93..88
SECTION 8.03. Ratio of Unencumbered Combined EBITDA to Unsecured Interest Expense	93..88
SECTION 8.04. Ratio of Unsecured Indebtedness to Capitalization Value of Unencumbered Assets.	9388
SECTION 8.05. Ratio of Secured Indebtedness to Capitalization Value.	9389
SECTION 8.06. Debt of General Partner	94..89

ARTICLE IX EVENTS OF DEFAULT	9489

SECTION 9.01. Events of Default.	9489
SECTION 9.02. Remedies	98..92
SECTION 9.03. Allocation of Proceeds.	9893
SECTION 9.04. Performance by Administrative Agent	99..94
SECTION 9.05. Rights Cumulative.	10094

ARTICLE X ADMINISTRATIVE AGENT; RELATIONS AMONG BANKS	10095

SECTION 10.01. Appointment, Powers and Immunities of Administrative Agent	101..95
SECTION 10.02. Reliance by Administrative Agent	102..96
SECTION 10.03. Defaults	102..96
SECTION 10.04. Rights of Agent as a Bank	102..96
SECTION 10.05. Indemnification of Agents	103..97
SECTION 10.06. Non-Reliance on Agents and Other Banks	103..97

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TABLE OF CONTENTS

	Page

SECTION 10.07. Failure of Administrative Agent to Act	104..98
SECTION 10.08. Resignation or Removal of Administrative Agent	104..98
SECTION 10.09. Amendments Concerning Agency Function	105..99
SECTION 10.10. Liability of Administrative Agent	105..99
SECTION 10.11. Transfer of Agency Function	105..99
SECTION 10.12. Non-Receipt of Funds by Administrative Agent	106..99
SECTION 10.13. Taxes	10699
SECTION 10.14. Pro Rata Treatment.	110103
SECTION 10.15. Sharing of Payments Among Banks	111..104
SECTION 10.16. Possession of Documents	112..104
SECTION 10.17. Syndication Agents and Documentation Agents	112..104
SECTION 10.18. Rates	112
[Reserved].	104
SECTION 10.19. Certain ERISA Matters.	112105
	113
ARTICLE XI NATURE OF OBLIGATIONS	113106

SECTION 11.01. Absolute and Unconditional Obligations	113..106
SECTION 11.02. Non-Recourse to Principals and General Partner	114..106

ARTICLE XII MISCELLANEOUS	114107

SECTION 12.01. Binding Effect of Request for Advance	115..107

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	Page

SECTION 12.02. Amendments and Waivers.	115107
SECTION 12.03. Survival; Termination	118..110
SECTION 12.04. Expenses; Indemnification.	119110
SECTION 12.05. Assignment; Participation.	121112
SECTION 12.06. Documentation Satisfactory	126..116
SECTION 12.07. Notices.	126117
SECTION 12.08. Setoff	130..120
SECTION 12.09. Table of Contents; Headings	131..121
SECTION 12.10. Severability	131..121
SECTION 12.11. Counterparts; Integration; Effectiveness; Electronic Execution.	131121
SECTION 12.12. Integration	131..122
SECTION 12.13. Governing Law	132..122
SECTION 12.14. Waivers	132..122
SECTION 12.15. Jurisdiction; Immunities	132..122
SECTION 12.16. Designated Lender	133..123
SECTION 12.17. No Bankruptcy Proceedings	134..124
SECTION 12.18. Intentionally Omitted.	134124
SECTION 12.19. USA PatriotPATRIOT Act; Anti-Money Laundering Laws..	134124
SECTION 12.20. Defaulting Lenders.	134124
SECTION 12.21. Use for Mortgages	138..127

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	Page

SECTION 12.22. Bottom-Up Guaranties	138..128
SECTION 12.23. Confidentiality	139..128
SECTION 12.24. No Advisory or Fiduciary Responsibility	140..129
SECTION 12.25. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions.	140129
SECTION 12.26. Acknowledgment Regarding Any Supported QFCs.	141130
SECTION 12.27. Erroneous Payments.	131

-viii-

SCHEDULES AND EXHIBITS

SCHEDULE 1	-	Loan Commitments
SCHEDULE 2	-	Other Investments
SCHEDULE 2A	-	General Partner Investments
SCHEDULE 3	-	General Partner – Debt
SCHEDULE 5.16	-	Subsidiaries
SCHEDULE 5.23	-	Labor Matters

EXHIBIT A	-	Disbursement Instruction Agreement
EXHIBIT B-1	-	Ratable Loan Note
EXHIBIT B-2	-	Bid Rate Loan Note
EXHIBIT B-3	-	Term Loan Note
EXHIBIT C	-	Guaranty
EXHIBIT D	-	Solvency Certificate
EXHIBIT E	-	Assignment and Assumption Agreement
EXHIBIT G-1	-	Bid Rate Quote Request
EXHIBIT G-2	-	Invitation for Bid Rate Quotes
EXHIBIT G-3	-	Bid Rate Quote
EXHIBIT G-4	-	Acceptance of Bid Rate Quote
EXHIBIT H	-	Designation Agreement
EXHIBIT J	-	Tax Compliance Certificates
EXHIBIT K		Notice of Borrowing

-ix-

CREDIT AGREEMENT (this “Agreement”) dated as of July 18, 2017 among JBG XXXXX PROPERTIES LP, a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05 and, if applicable, any of the foregoing lenders’ Designated Lenders, each a “Bank” and collectively, the “Banks”).

In consideration of the premises and the mutual agreements, covenants and conditions hereinafter set forth, Borrower, Administrative Agent and each of the Banks agree as follows:

ARTICLE I

DEFINITIONS; ETC.

SECTION 1.01. Definitions. As used in this Agreement the following terms have the following meanings (except as otherwise provided, terms defined in the singular have a correlative meaning when used in the plural, and vice versa):

“1031 Property” means any Real Property Asset that is at any time held by a “qualified intermediary” (a “QI”), as defined in the Treasury Regulations promulgated pursuant to Section 1031 of the Code, or an “exchange accommodation titleholder” (an “EAT”), as defined in Internal Revenue Service Revenue Procedure 2000-37, as modified by Internal Revenue Procedure 2004-51, (or in either case, by one or more Wholly Owned Subsidiaries thereof, singly or as tenants in common) which is a single purpose entity and has entered into an “exchange agreement” or a “qualified exchange accommodation agreement” with General Partner, Borrower or a Wholly Owned Subsidiary in connection with the acquisition (or possible disposition) of such Real Property Asset by Borrower or a Wholly Owned Subsidiary pursuant to, and intended to qualify for tax treatment under, Section 1031 of the Code.

“Accession Agreement” means an Accession Agreement substantially in the form of Annex I to the Guaranty.

“Additional Costs” has the meaning specified in Section 3.01.

“Additional Lender” has the meaning specified in Section 2.20(d).

“Adjusted Floating Overnight Daily SOFR Rate” means, for any day, an interest rate equal to the floating overnight Daily Effective SOFR Rate, plus 0.10%; provided that if the Adjusted Floating Overnight Daily SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for purposes of this Agreement.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Agent” has the meaning specified in the preamble.

“Administrative Agent’s Office” means Administrative Agent’s office located at 000 Xxxxx 0xx Xxxxxx, 0xx0xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, or such other office in the United States as Administrative Agent may designate by written notice to Borrower and the Banks.

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

“Affected Bank” has the meaning specified in Section 3.07.

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

“Affected Loan” has the meaning specified in Section 3.04.

“Affiliate” means, with respect to any Person (for purposes of this definition, the “first Person”), any other Person which directly or indirectly controls, or is controlled by, or is under common control with, the first Person. The term “control” means the possession, directly or indirectly, of the power, alone, to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agent” means, individually and collectively, Administrative Agent, each Syndication Agent and each Documentation Agent.

“Agreement” means this Credit Agreement.

“Anti-Corruption Laws” means all Laws of any jurisdiction applicable to the General Partner and its Subsidiaries from time to time concerning or relating to bribery or corruption or money laundering, including without limitation, thethe United States Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and the U.K. Xxxxxxx Xxx 0000 and the rules and regulations thereunder.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable provision of the PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Applicable Lending Office” means, for each Bank and for its Loans, the lending office of such Bank (or of an Affiliate of such Bank) designated as such in its Administrative Questionnaire or in the applicable Assignment and Assumption Agreement, or such other office of such Bank (or of an Affiliate of such Bank) as such Bank may from time to time specify to Administrative Agent and Borrower as the office by which its Loans are to be made and maintained.

“Applicable Margin” means

(a)At any time other than during the Investment Grade Pricing Period, the percentage rate set forth below corresponding to the level (each, a “Level”) into which the ratio of Total Outstanding Indebtedness to Capitalization Value as determined in accordance with Section 8.01 then falls:

Level

Ratio of Total Outstanding Indebtedness to Capitalization Value

Applicable Margin for Term A-1 Loans that are LIBORTerm SOFR Loans

Applicable Margin for Term A-1 Loans that are Base Rate Loans

Applicable Margin for Term A-2 Loans that are LIBORTerm SOFR Loans

Applicable Margin for Term A-2 Loans that are Base Rate Loans

Applicable Margin for Ratable Loans that are LIBORTerm SOFR Loans and Daily SOFR Loans

Applicable Margin for Ratable Loans that are Base Rate Loans

1	≤30%	1.200%	0.200%	1.150%	0.150%	1.050%	0.050%
2	> 30 and ≤35%	1.200%	0.200%	1.150%	0.150%	1.050%	0.050%
3	>35% and ≤40%	1.300%	0.300%	1.200%	0.200%	1.100%	0.100%
4	>40% and ≤45%	1.350%	0.350%	1.300%	0.300%	1.150%	0.150%
5	>45% and ≤50%	1.400%	0.400%	1.400%	0.400%	1.250%	0.250%
6	>50% and ≤55%	1.500%	0.500%	1.500%	0.500%	1.300%	0.300%
7	>55%	1.700%	0.700%	1.700%	0.700%	1.500%	0.500%

The Applicable Margin shall be determined by Administrative Agent from time to time, based on the ratio of Total Outstanding Indebtedness to Capitalization Value as set forth in the certificate most recently delivered by Borrower pursuant to Section 6.09(3). Any adjustment to the Applicable Margin under this clause (a) shall be effective as of the first day of the calendar month immediately following the month during which Borrower delivers to Administrative Agent the applicable certificate pursuant to Section 6.09(3). At such time or times as the Applicable Margin is determined under this clause (a), if Borrower fails to deliver a certificate within the applicable time period required pursuant to such Section and such failure continues for three days following notice of such failure from Administrative Agent to Borrower, then the Applicable Margin shall equal the percentages corresponding to Level 7 from the date of such notice until the first day of the calendar month immediately following the month that the required certificate pursuant to Section 6.09(3) is delivered. Notwithstanding the foregoing, for the period from the Closing Date through but excluding the date on which Administrative Agent first determines the Applicable Margin for Loans as set forth above, the Applicable Margin shall be determined based on Level 1. Thereafter, such Applicable Margin shall be adjusted from time to time as set forth in this definition.

(b)During the Investment Grade Pricing Period, the percentage rate set forth in the table below corresponding to the Level into which the Credit Rating then falls:

Level	S&P/Xxxxx’x/Xxxxx Rating	Applicable Margin for Term A-1 Loans that are LIBORTerm SOFR Loans	Applicable Margin for Term A-1 Loans that are Base Rate Loans	Applicable Margin for Term A-2 Loans that are LIBORTerm SOFR Loans	Applicable Margin for Term A-2 Loans that are Base Rate Loans	Applicable Margin for Ratable Loans that are LIBORTerm SOFR Loans and Daily SOFR Loans	Applicable Margin for Ratable Loans that are Base Rate Loans
1	A-/A3 or better	0.900%	0.000%	0.850%	0.000%	0.825%	0.000%
2	BBB+/Baa1	0.950%	0.000%	0.900%	0.000%	0.875%	0.000%
3	BBB/Baa2	1.100%	0.100%	1.000%	0.000%	1.000%	0.000%
4	BBB-/Baa3	1.350%	0.350%	1.250%	0.250%	1.200%	0.200%
5	<BBB-/Baa3/ Unrated	1.750%	0.750%	1.650%	0.650%	1.550%	0.550%

Any change in the Credit Rating which would cause the Applicable Margin to be determined at a different Level shall be effective as of the first day of the first calendar

month immediately following receipt by Administrative Agent of written notice delivered by Borrower in accordance with Section 6.09(14) that the Credit Rating has changed (or, if earlier, the date on which Borrower shall receive written notice of such change from Administrative Agent); provided, however, if Borrower has not delivered the notice required by such Section but Administrative Agent becomes aware that the Credit Rating has changed, then Administrative Agent may, in its reasonable discretion, adjust the Level at which the Applicable Margin is determined effective as of the first day of the first calendar month following the date Administrative Agent becomes aware that the Credit Rating has changed. The Applicable Margin for purposes of this clause (b) shall be determined based on the Level corresponding to the lower of the highest two Credit Ratings; provided that if the higher two Credit Ratings are from S&P and Xxxxx’x, then the Applicable Margin for purposes of this clause (b) shall be determined based on the higher of such two Credit Ratings. During any period for which Borrower has received a Credit Rating from only one Rating Agency, the Applicable Margin for purposes of this clause (b) shall be determined based on such Credit Rating so long as such Credit Rating is from either S&P or Xxxxx’x. During any period during the Investment Grade Pricing Period that Borrower has (a) no Credit Rating from any Rating Agency or (b) received a Credit Rating from only one Rating Agency that is neither S&P ornor Xxxxx’x, the Applicable Margin for purposes of this clause (b) shall be determined based on Level 5.

(c)The provisions of clause (a) of this definition shall be subject to the last paragraph of Section 2.06.

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

“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement, substantially in the form of EXHIBIT E, pursuant to which a Bank assigns and a Qualified Institution (with the consent of any party whose consent is required by Section 12.05), assumes rights and obligations in accordance with Section 12.05, and Administrative Agent accepts such assignment.

“Available Ratable Commitment” at any time with respect to any Bank, the Ratable Loan Commitment of such Bank then in effect minus the Ratable Credit Exposure of such Bank at such time.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.10(c)(iv).

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

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or

rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank” and “Banks” have the respective meanings specified in the preamble; provided, however, that the term “Bank” shall exclude each Designated Lender when used in reference to a Ratable Loan, the Ratable Loan Commitments or terms relating to the Ratable Loans and the Ratable Loan Commitments.

“Bank Affiliate” means, (a) with respect to any Bank, (i) a Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Bank or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by such Bank or a Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Bank and (b) with respect to any Bank that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Bank or by a Person directly or indirectly controlling or controlled by or under direct or indirect common control with such investment advisor.

“Bank of America” means Bank of America, N.A.

“Bank Party” means Administrative Agent, any Fronting Bank, any Swingline Lender or any other Bank.

“Bank Reply Period” has the meaning specified in Section 12.02.

“Banking Day” means (1) any day except a Saturday or Sunday onor other day on which the Federal Reserve Bank of New York is closed, and on which commercial banks are not authorized or required to close in New York City and (2) whenever such day relates to a LIBOR Loan, a Bid Rate Loan, an Interest Period with respect to a LIBOR Loan or a Bid Rate Loan, or notice with respect to a LIBOR Loan or Bid Rate Loan, a day on which dealings in Dollar deposits are carried out in the London interbank market and banks are open for business in London and New York City, and (3) in the case of Letters of Credit transactions for a particular Fronting Bank, any day except a Saturday or Sunday on which commercial banks are not authorized or required to close in the place where its office for issuance or administration of the pertinent Letter of Credit is located and in New York City..

“Bankruptcy Code” means Title 11 of the United States Code, entitled “Bankruptcy”, as amended from time to time, and any successor or statute or statutes.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of

attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Banks’ L/C Fee Rate” has the meaning specified in Section 2.17(g).

“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50% and (c) the LIBOR Interest RateAdjusted Term SOFR for a one-month tenor in effect on such day plus 1.0%. Each; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Effective Rate or the LIBOR Interest RateAdjusted Term SOFR, as applicable (provided that clause (c) shall not be applicable during any period in which the LIBOR Base RateAdjusted Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Base Rate be less than 1.0%.

“Base Rate Loan” means all or any portion (as the context requires) of a Bank’s Ratable Loans or Term Loans which shall accrueany Loan bearing interest at a rate determined in relation tobased upon the Base Rate as provided in Section 2.07.

“Base Rate Term SOFR Determination Day” has the meaning assigned thereto in the definition of “Term SOFR”.

“Benchmark” means, initially, (a) with respect to any Term SOFR Loan, the Term SOFR Reference Rate and (b) with respect to any Daily SOFR Loan, the Daily Effective SOFR Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate, the Daily Effective SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.10(c)(i).

“Benchmark Replacement” means, for any Available Tenor with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

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

(b)in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date

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

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

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

(b)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred

with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.10(c)(i) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.10(c)(i).

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

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

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

“Bid Borrowing Limit” has the meaning specified in Section 2.01(c).

“Bid Rate Loan” has the meaning specified in Section 2.01(c).

“Bid Rate Loan Note” has the meaning specified in Section 2.09.

“Bid Rate Quote” means an offer by a Bank to make a Bid Rate Loan in accordance with Section 2.02.

“Bid Rate Quote Request” has the meaning specified in Section 2.02(a).

“BofA Securities” means BofA Securities, Inc.

“Bookrunners” means (x) with respect to the Ratable Loan and Term A-1 Loans, Xxxxx Fargo Securities, BofA Securities and JPMorgan and (y) with respect to the Term A-2 Loans, Xxxxx Fargo Securities, Capital One, PNC Capital and Citizens.

“Borrower” has the meaning specified in the preamble.

“Borrower’s Accountants” means Deloitte LLP, any other “Big 4” accounting firm selected by Borrower (or a successor thereof), or such other accounting firm(s) selected by Borrower and reasonably acceptable to the Required Banks.

“Borrower’s Pro Rata Share” means an amount determined based on the pro rata ownership of the Equity Interests of a Person by Borrower and Borrower’s consolidated subsidiaries.

“Capital Lease” means any lease which has been or should be capitalized on the books of the lessee in accordance with GAAP. All obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of the Loan Documents (whether or not such obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as Capital Leases in the financial statements of such Person.

“Capital One” means Capital One, National Association.

“Capitalization Value” means, at any time, the sum (without duplication) of:

(1)with respect to Real Property Businesses (other than UJVs and Real Property Businesses the value of which is to be included in Capitalization Value under clauses (2) and (3) below), individually determined, the greater of (x) Combined EBITDA from such Real Property Businesses (a) in the case of all Real Property Businesses other than hotels, for the most recently ended calendarfiscal quarter, annualized (i.e., multiplied by four), and (b) in the case of hotels, for the most recently ended four consecutive calendarfiscal quarters, in both cases, capitalized at a rate of 6.0% per annum (or, in the case of any multifamily Real Property Businesses, 5.75% per annum), and (y) 75% of the Gross Book Value of such Real Property Businesses;

(2)with respect to Real Property Businesses (other than UJVs and Real Property Businesses the value of which is to be included in Capitalization Value under clause (3) below) acquired during the four (4) fiscal quarters most recently ended, the Gross Book Value of such Real Property Business (except for any such Real Property Business which the Borrower has elected in a certificate of the type required by paragraph (3) of Section 6.09 delivered to the Administrative Agent be included in determinations of Capitalization Value under the immediately preceding clause (1));

(3)Capitalized Development Costs (except with respect to any Real Property Business which the Borrower has elected in a certificate of the type required by paragraph (3) of Section 6.09 delivered to the Administrative Agent prior to the relevant 18- or 24-month period, as applicable, be included in determinations of Capitalization Value under the preceding clause (1));

(4)with respect to Other Investments, which do not have publicly traded shares, the Net Equity Value of such Other Investments;

(5)with respect to Real Property UJVs, which do not have publicly traded shares, individually determined, the greater of (x) Combined EBITDA from such Real Property UJVs (a) in the case of all Real Property UJVs other than those owning hotels, for the most recently ended calendarfiscal quarter, annualized (i.e., multiplied by four), and (b) in the case of Real Property UJVs owning hotels, for the most recently ended four consecutive calendarfiscal quarters, in both cases, capitalized at the rate of 6.0%, less per annum (or, in the case of any multifamily Real Property Businesses, 5.75% per annum), less the Borrower’s Pro Rata Share of any Debt attributable to such Real Property UJVs, and (y) the Net Equity Value of such Real Property UJVs (subject to the last sentence of this definition); and

(6)without duplication, the Borrower’s Pro Rata Share of Unrestricted Cash and Cash Equivalents, the book value of notes and mortgage loans receivable, and the fair market valueFair Market Value of publicly traded securities, at such time, all as determined in accordance with GAAP.

For clarity, the parties acknowledge and agree that the calculations pursuant to clause (1)(x) and (y), clause (2), clause (3) and clause (5)(x) and (y) above in this definition are intended to be made on a Real-Property-Asset-by-Real-Property-Asset basis. For the purposes of this definition, (1) for any Disposition of Real Property Assets by a Real Property Business during any calendarfiscal quarter, Combined EBITDA will be reduced by actual Combined EBITDA generated from such asset or assets, (2) the aggregate contribution to Capitalization Value in excess of 35% of the total Capitalization Value from all Real Property Businesses and Other Investments owned by UJVs shall not be included in Capitalization Value, and (3) the aggregate contribution to Capitalization Value from leasing commissions and management and development fees in excess of 15% of Combined EBITDA shall not be included in Capitalization Value. To the extent that liabilities of a Real Property UJV are Recourse to the Borrower or the General Partner, then for purposes of clause (5)(y) above, the Net Equity Value of such Real Property UJV shall not be reduced by such Recourse liabilities.

“Capitalization Value of Unencumbered Assets” means, at any time, the sum (without duplication) of:

(1)with respect to Real Property Businesses (other than UJVs and Real Property Businesses the value of which is to be included in Capitalization Value under clauses (2) and (3) below), individually determined, the greater of (x) Unencumbered Combined EBITDA from such Real Property Businesses (a) in the case of all Real Property Businesses other than hotels, for the most recently ended calendarfiscal quarter, annualized (i.e., multiplied by four), and (b) in the case of hotels, the most recently ended four consecutive calendarfiscal quarters, in both cases, capitalized at a rate of 6.0% per annum (or, in the case of any multifamily Real Property Businesses, 5.75% per annum), and (y) 75% of the Gross Book Value of such Real Property Businesses constituting Unencumbered Assets;

(2)with respect to Real Property Businesses (other than UJVs and Real Property Businesses the value of which is to be included in Capitalization Value under clause (3) below) constituting Unencumbered Assets acquired during the four (4) fiscal quarters most recently ended, the Gross Book Value of such Real Property Business (except for any such Real Property Business which the Borrower has elected in a certificate of the type required by paragraph (3) of Section 6.09 delivered to the Administrative Agent be included in determinations of Capitalization Value under the immediately preceding clause (1));

(4)with respect to Real Property UJVs, which do not have publicly traded shares, individually determined, the greater of (x) the Unencumbered Combined EBITDA from such Real Property UJVs (a) in the case of Real Property UJVs other than those owning hotels, for the most recently ended calendarfiscal quarter, annualized (i.e., multiplied by four), and (b) in the case of Real Property UJVs owning hotels, for the most recently ended four consecutive calendarfiscal quarters, in both cases, capitalized at a rate of 6.0% per annum (or, in the case of any multifamily Real Property Businesses, 5.75% per annum), and (y) the Net Equity Value of such Real Property UJVs constituting Unencumbered Assets; and

(5)without duplication, the Borrower’s Pro Rata Share of Unrestricted Cash and Cash Equivalents, the book value of notes and mortgage loans receivable and the fair market

valueFair Market Value of publicly traded securities that are Unencumbered Assets, at such time, all as determined in accordance with GAAP.

For the purposes of this definition, (1) for any Disposition of Real Property Assets by a Real Property Business during any calendarfiscal quarter, Unencumbered Combined EBITDA will be reduced by actual Unencumbered Combined EBITDA generated from such asset or assets, (2) the aggregate contribution to Capitalization Value of Unencumbered Assets in excess of 35% of the total Capitalization Value of Unencumbered Assets from the aggregate of all Real Property Businesses owned by UJVs, Real Property Businesses subject to Permitted Transfer Restrictions of the type described in clause (c) of the definition thereof and notes and mortgage loans receivable that are Unencumbered Assets at such time, as determined, in accordance with GAAP, shall not be included in Capitalization Value of Unencumbered Assets, and (3) the aggregate contribution to Capitalization Value of Unencumbered Assets from leasing commissions and management and development fees in excess of 15% of Unencumbered Combined EBITDA shall not be included in Capitalization Value of Unencumbered Assets.

“Capitalized Development Costs” means development costs (including land and building being readied for development or redevelopment expected to commence within the next 12 months) capitalized in accordance with GAAP. Development costs for a Real Property Business on which development has been completed for at least 24 months or redevelopment has been completed for at least 18 months shall be excluded from Capitalized Development Costs.

“Cash or Cash Equivalents” means (a) cash; (b) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (c) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within ninety (90) days after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from any two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (d) domestic corporate bonds, other than domestic corporate bonds issued by Borrower or any of its Affiliates, maturing no more than two (2) years after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A or the equivalent from any two (2) of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (e) variable-rate domestic corporate notes or medium term corporate notes, other than notes issued by Borrower or any of its Affiliates, maturing or resetting no more than one (1) year after the date of acquisition thereof and having a rating of at least A or the equivalent from two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (f) commercial paper (foreign and domestic) or master notes, other than commercial paper or master notes issued by Borrower or any of its Affiliates, and, at the time of acquisition, having a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch and having a short-term rating of at least A-2 and P-2 from S&P and Moody’s, respectively (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the highest rating from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (g) domestic and foreign certificates of deposit or domestic time deposits or foreign deposits or bankers’ acceptances (foreign or domestic) in Dollars, Hong Kong Dollars, Singapore Dollars, Pounds Sterling, Euros or Yen that are issued by a bank (I) which has, at the time of acquisition, a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent) and (II) if a domestic bank, which is a member of the Federal Deposit Insurance Corporation; (h) overnight securities repurchase agreements, or reverse repurchase agreements

secured by any of the foregoing types of securities or debt instruments, provided that the collateral supporting such repurchase agreements shall have a value not less than 101% of the principal amount of the repurchase agreement plus accrued interest; and (i) money market funds invested in investments at least 75% of which consist of the items described in clauses (a) through (h) above.

“Cash Collateral” has the meaning specified in Section 2.17(i); and “Cash Collateralize” shall mean to pledge and deposit Cash Collateral with Administrative Agent.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card (including non-card electronic payables), electronic funds transfer and other cash management arrangements.

“Citizens” means Citizens Bank, N.A.

“Closing Date” means the date on which all of the conditions precedent set forth in Section 4.01 shall be fulfilled or waived by the Banks in accordance with Section 12.02.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Agreement” means that certain Master Transaction Agreement, dated October 31, 2016, by and among Vornado Realty Trust, Vornado Realty L.P., JBG Properties, Inc., and JBG/Operating Partners, L.P.

“Combination Transaction” means, collectively, the following transactions as described and entered into pursuant to the Combination Agreement: (a) the contribution of all of the assets and liabilities of Vornado Realty Trust’s (“Vornado”) Washington, DC segment (which operates as Vornado / Xxxxxxx X. Xxxxx) to JBG XXXXX Properties or its subsidiaries; (b) the distribution by Vornado to the holders of common shares of Vornado, of all of the outstanding common shares of General Partner; (c) the distribution by Vornado Realty L.P., the operating partnership of Vornado (“VRLP”), to the holders of VRLP common limited partnership units, of all of the common limited partnership units of Borrower; and (d) following the distributions, the combination with the management business and certain Washington, DC metropolitan area assets of The JBG Companies.

“Combined EBITDA” means, for any quarter, Borrower’s Pro Rata Share of net income or loss plus Interest Expense, income taxes, depreciation and amortization and excluding (x) the effect of extraordinary or non-recurring items (such as, without limitation, (i) gains or losses from asset sales, (ii) gains or losses from debt restructurings or write-ups or forgiveness of indebtedness (including prepayment premiums), and costs and expenses incurred during such period with respect to acquisitions (whether or not consummated) during such period, (iii) severance and non-cash stock based compensation expenses and other restructuring, impairment or one-time changes, and (iv) non-cash gains or losses from foreign currency fluctuations), (y) other non-cash charges (such as, without limitation, share-based compensation), and (z) transaction and restructuring costs and expenses incurred in connection with the Combination Transaction (other than severance costs and expenses) to the extent arising on or prior to the eighteen-month anniversary of the Closing Date (or such later date as determined by Administrative Agent in the exercise of its reasonable discretion), all as determined in accordance with GAAP, of Consolidated Businesses and UJVs (provided, however, that for purposes of determining the ratio of Combined EBITDA to Fixed Charges, Combined EBITDA of UJVs shall exclude UJVs that are not Real Property UJVs), as the case may be, multiplied by four, provided however, that Combined EBITDA shall include only general and administrative expenses that are attributable to the management and operation of the assets in accordance with GAAP and shall not include any corporate general and administrative expenses of Borrower, General Partner, Consolidated Businesses or UJVs (e.g., salaries of corporate officers).

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

“Conforming Changes” means, with respect to either the use or administration of Adjusted Term SOFR, Term SOFR or Adjusted Floating Overnight Daily SOFR Rate or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Banking Day,” the definition of “U.S. Government Securities Banking Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.05 and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated Businesses” means, at any time, Borrower and Subsidiaries of Borrower that Borrower consolidates in its consolidated financial statements prepared in accordance with GAAP, provided, however, that UJVs which are consolidated in accordance with GAAP are not Consolidated Businesses.

“Continue”, “Continuation” and “Continued” refer to the continuation pursuant to Section 2.12 of a LIBORSOFR Loan as a LIBORSOFR Loan from one Interest Period to the next Interest Period.

“Convert”, “Conversion” and “Converted” refer to a conversion pursuant to Section 2.12 of a Base Rate Loan into a LIBORSOFR Loan or a LIBORSOFR Loan into a Base Rate Loan, each of which may be accompanied by the transfer by a Bank (at its sole discretion) of all or a portion of its applicable Loan from one Applicable Lending Office to another.

“Credit Exposure” means, as to any Bank at any time, the sum of (a) such Bank’s Ratable Credit Exposure at such time, plus (b) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.

“Credit Rating” means the rating assigned by a Rating Agency to Borrower’s senior, unsecured, non-credit enhanced long-term indebtedness.

“Daily Effective SOFR Rate” means, for any day, a rate per annum equal to SOFR effective for such day.

“Daily SOFR Loan” means a Loan denominated in Dollars, the rate of interest applicable to which is based upon the Adjusted Floating Overnight Daily SOFR Rate.

“Debt” means, at any time, without duplication, (i) all indebtedness and liabilities of a Person for borrowed money, secured or unsecured, including mortgage and other notes payable (but excluding any indebtedness to the extent secured by cash or cash equivalents or marketable securities, or defeased), as determined in accordance with GAAP, and (ii) without duplication, all liabilities of a Person consisting of indebtedness for borrowed money, determined in accordance with GAAP, that are or would be stated and quantified as contingent liabilities in the notes to the consolidated financial statements of such Person as of

that date (excluding contingent liabilities constituting Debt that is Without Recourse). For purposes of determining “Total Outstanding Indebtedness” and “Debt”, the term “without duplication” shall mean (without limitation) that amounts loaned from one Person to a second Person that under GAAP would be consolidated with the first Person shall not be treated as Debt of the second Person.

“Default” means any event which with the giving of notice or lapse of time, or both, would become an Event of Default.

“Defaulting Lender” means any Bank that (a) has failed, within three Banking Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Bank Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Bank notifies Administrative Agent in writing that such failure is the result of such Bank’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, or, in the case of clause (iii) above, such Bank notifies Administrative Agent in writing that such failure is the result of a good faith dispute which has been specifically identified, (b) has notified Borrower or any Bank Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Bank’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Banking Days after request by Administrative Agent, a Fronting Bank, a Swingline Lender or Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Bank that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Bank shall cease to be a Defaulting Lender pursuant to this clause (c) upon Administrative Agent’s, such Fronting Bank’s, such Swingline Lender’s or Borrower’s (as applicable) receipt of such certification in form and substance reasonably satisfactory to it or them (as applicable), or (d) has, or has a direct or indirect parent company that has, become the subject of a Bankruptcy Event or a Bail-In Action.

“Default Rate” means a rate per annum equal to: (1) with respect to Base Rate Loans, a variable rate of two percent (2%) plus the rate of interest then in effect thereon (including the Applicable Margin); and (2) with respect to LIBORTerm SOFR Loans and Bid Rate Loans, a fixed rate of two percent (2%) plus the rate(s) of interest in effect thereon (including the Applicable Margin or the LIBORTerm SOFR Bid Margin, as the case may be) at the time of any Default or Event of Default until the end of the then current Interest Period therefor and, thereafter, a variable rate of two percent (2%) plus the rate of interest for a Base Rate Loan (including the Applicable Margin); and (3) with respect to Daily SOFR Loans, a fixed rate of two percent (2%) plus the rate(s) of interest in effect thereon (including the Applicable Margin).

“Derivatives Contract” means a “swap agreement” as defined in Section 101 of the Bankruptcy Code.

“Designated Lender” means a special purpose corporation that (i) shall have become a party to this Agreement pursuant to Section 12.16 and (ii) is not otherwise a Bank.

“Designating Lender” has the meaning specified in Section 12.16.

“Designation Agreement” means an agreement in substantially the form of EXHIBIT H, entered into by a Bank and a Designated Lender and accepted by Administrative Agent.

“Disbursement Instruction Agreement” means an agreement executed by Borrower in the form of EXHIBIT A.

“Disposition” means a sale (whether by assignment, transfer or Capital Lease) of an asset.

“Dividing Person” has the meaning assigned to it in the definition of “Division.”

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Documentation Agents” means BMO Xxxxxx Bank, N.A., Regions Bank, TD Bank, N.A. The Bank of New York Mellon, Truist Bank, Xxxxxxx Xxxxx Bank USA, The Bank of Nova Scotia and Xxxxxx Xxxxxxx Senior Funding, Inc.

“Dollars” and the sign “$” mean lawful money of the United States of America.

“EAT” has the meaning given that term in the definition of “1031 Property”.

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

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

“EEA Resolution Authority” means any public administrative authority or any personPerson entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institutioncredit institution or investment firm established in any EEA Member Country.

“Elect” and “Election” refer to elections, if any, by Borrower pursuant to Section 2.12 to have all or a portion of an advance of the applicable Loans be outstanding as LIBORSOFR Loans.

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

“Electronic Record” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Electronic Signature” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks^®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by Administrative Agent and any of its Affiliates or any other Person, providing for access to data protected by passcodes or other security system(s).

“Environmental Discharge” means any discharge or release of any Hazardous Materials in violation of any applicable Environmental Laws.

“Environmental Law” means any applicable Law relating to pollution or the environment, including Laws relating to noise or to emissions, discharges, releases or threatened releases of Hazardous Materials into the work place, the community or the environment, or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials.

“Environmental Notice” means any written complaint, order, citation, letter, inquiry, notice or other written communication from any Person (1) affecting or relating to Borrower’s compliance with any Environmental Law in connection with any activity or operations at any time conducted by Borrower, (2) relating to the occurrence or presence of or exposure to or possible or threatened or alleged occurrence or presence of or exposure to Environmental Discharges or Hazardous Materials at any of Borrower’s locations or facilities, including, without limitation: (a) the existence of any contamination or possible or threatened contamination at any such location or facility and (b) remediation of any Environmental Discharge or Hazardous Materials at any such location or facility or any part thereof; and (3) any violation or alleged violation of any relevant Environmental Law.

“Equity Interest” means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, whether or not certificated, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

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

“ERISA Affiliate” means any corporation or trade or business which is a member of the same controlled group of organizations (within the meaning of Section 414(b) of the Code) as Borrower or General Partner or is under common control (within the meaning of Section 414(c) of the Code) with Borrower or General Partner or is required to be treated as a single employer with Borrower or General Partner under Section 414(m) or 414(o) of the Code.

“Erroneous Payment” has the meaning assigned thereto in Section 12.27(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned thereto in Section 12.27(d).

“Erroneous Payment Impacted Class” has the meaning assigned thereto in Section 12.27(d).

“Erroneous Payment Return Deficiency” has the meaning assigned thereto in Section 12.27(d).

“Escrow Date” means June 29, 2017.

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

“Event of Default” has the meaning specified in Section 9.01.

“Exchange Act” means the Securities Exchange Act of 1934 (15 U.S.C. § 77 et seq.).

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Loan Party for or the guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such Loan Party or the grant of such Lien becomes effective with respect to such Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Loan Party). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or Lien is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), profits or gains, franchise Taxes (imposed in lieu of income Taxes), and branch profits Taxes (or any similar Taxes), in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Bank, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Bank, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan, Letter of Credit or Loan Commitment pursuant to a law in effect on the date on which (i) such Bank acquires such interest in such Loan, Letter of Credit or Loan Commitment (other than pursuant to an assignment requested by Borrower under Section 3.07) or (ii) such Bank changes its lending office, except in each case to the extent that, pursuant to Section 10.13, amounts with respect to such Taxes were payable either to such Bank's assignor immediately before such Bank acquired the applicable interest in a Loan, Letter of Credit or Loan Commitment or to such Bank immediately before it changed its lending office, (c) Taxes attributable to such Recipient's failure to comply with Section 10.13 and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“Existing General Partner Debt” has the meaning specified in Section 5.22.

“Existing Maturity Date” has the meaning specified in Section 2.20(a).

“Extending Lender” has the meaning specified in Section 2.20(b).

“Facility Fee” means:

(a)At any time other than during the Investment Grade Pricing Period, the percentage per annum set forth in the table below corresponding to the Level at which the “Applicable Margin” is determined in accordance with clause (a) of the definition thereof:

Level	Facility Fee
1	0.150%
2	0.150%
3	0.150%
4	0.200%
5	0.200%
6	0.300%
7	0.300%

(b)During the Investment Grade Pricing Period, the percentage per annum set forth in the table below corresponding to the Level at which the “Applicable Margin” is determined in accordance with clause (b) of the definition thereof:

Level	Facility Fee
1	0.125%
2	0.150%
3	0.200%
4	0.250%
5	0.300%

(c)Any change in the applicable Level at which the Applicable Margin is determined shall result in a corresponding and simultaneous change in the Facility Fee. The provisions of this definition shall be subject to Section 2.06.

“Fair Market Value” means, (a) with respect to a security listed on a national securities exchange or the NASDAQ National Market, the price of such security as reported on such exchange or market by any widely recognized reporting method customarily relied upon by financial institutions and (b) with respect to any other property, the price which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

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

“Federal Funds Effective Rate” means, for any period, a fluctuating interestday, the rate per annum equal for each day during such period to the weighted average of the rates on overnight Federalfederal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Banking Day, for the immediately preceding Banking Day) by the Federal

Reserve Bank of New York, or, if on the Banking Day next succeeding such day, provided that if such rate is not so published for any day which is a Banking Day, the Federal Funds Rate for such day shall be the average of the quotationsquotation for such day on such transactions received by the Administrative Agent from three Federal Fundsfederal funds brokers of recognized standing selected by the Administrative Agent. IfNotwithstanding the foregoing, if the Federal Funds Effective Rate determined as provided above wouldshall be less than zero, the Federal Funds Effective Ratesuch rate shall be deemed to be zero for purposes of this Agreement.

“Final Term A-1 Loan Availability Date” means July 17, 2020.

“Final Term A-2 Loan Availability Date” means July 18, 2018.

“Fiscal Year” means each period from January 1 to December 31.

“Fitch” means Fitch, Inc.

“Fixed Charges” means, without duplication, in respect of any quarter, the sum of (i) Borrower’s Pro Rata Share of Interest Expense for such period attributable to Debt in respect of Consolidated Businesses and Real Property UJVs, as well as to any other Debt that is Recourse to Borrower, multiplied by four (4); and (ii) distributions during such period on preferred units of Borrower, as determined on a consolidated basis, in accordance with GAAP, multiplied by four (4).

“Floor” means, with respect to Adjusted Term SOFR, the Adjusted Floating Overnight Daily SOFR Rate or any Benchmark Replacement, a rate of interest equal to 0.00%.

“Foreign Bank” means a Bank that is not a U.S. Person.

“Form 10” means the Form 10 filed in connection with the Combination Transaction by General Partner with the SEC initially on January 23, 2017, as amended by various amendments thereto on or prior to the Escrow Date.

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

“Fronting Bank” means Xxxxx Fargo, Bank of America, JPMorgan, Capital One, PNC Bank, Citizens or another Bank that shall have agreed to be designated by Borrower from among those Banks identified by Administrative Agent as being a permissible Fronting Bank pursuant to Section 2.17, each in its capacity as the issuer of Letters of Credit hereunder and its successors in such capacity. A Fronting Bank may, in its discretion, arrange for Letters of Credit to be issued by its Affiliate, in which case “Fronting Bank” shall include such Affiliate. When used herein, “Fronting Bank” shall mean the applicable Fronting Bank, each Fronting Bank, any Fronting Bank or all of the Fronting Banks, as the context may require.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to a Fronting Bank, such Defaulting Lender’s Pro Rata Share of the outstanding Letter of Credit Liabilities other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Banks or Cash Collateralized in accordance with the terms hereof, and (b) with respect to a Swingline Lender, such Defaulting Lender’s Pro Rata Share of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Banks.

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

“GAAP” means accounting principles generally accepted in the United States of America as in effect from time to time, applied on a basis consistent with those used in the preparation of the pro forma financial statements delivered prior to the Escrow Date (captioned “Financial Statements”) (except for changes concurred to by Borrower’s Accountants); provided that, if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof or of any other Loan Document to eliminate the effect of any change occurring after the date hereof in GAAP or in the application of any such change on the operation of such provision, or if Administrative Agent notifies Borrower that the Required Banks request an amendment to any provision hereof for such purpose, in either case, regardless of whether any such notice is given before or after such change in GAAP or in the application of any such change, then such provision shall be interpreted on the basis of GAAP as in effect and applied for purposes of this Agreement immediately before such change shall have become effective.

“General Partner” means JBG XXXXX Properties, a real estate investment trust organized and existing under the laws of the State of Maryland and the sole general partner of Borrower.

“General Partner’s Consolidated Financial Statements” means the consolidated balance sheet and related consolidated statements of operations, changes in equity and cash flows, and footnotes thereto, of General Partner, in each case prepared in accordance with GAAP and as filed with the SEC as SEC Reports.

“Good Faith Contest” means the contest of an item if: (1) the item is diligently contested in good faith, and, if appropriate, by proceedings timely instituted; (2) adequate reserves are established with respect to the contested item; (3) during the period of such contest, the enforcement of any contested item is effectively stayed; and (4) the failure to pay or comply with the contested item during the period of the contest could not reasonably be expected to result in a Material Adverse Change.

“Governmental Authority” means any nation orthe government, any state or other of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, (including any supra-national bodies such as the European Union or the European Central Bank).

“Gross Book Value” means the undepreciated book value of assets comprising a business, determined in accordance with GAAP.

“Guaranteed Obligations” means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing by any Loan Party under any Specified Derivatives Contract (other than any Excluded Swap Obligation) and any Specified Cash Management Agreement.

“Guarantor” means any Person that is party to the Guaranty as a “Guarantor”.

“Guaranty” means the guaranty executed and delivered pursuant to Section 6.10 and substantially in the form of EXHIBIT C.

“Hazardous Materials” means any pollutant, effluents, emissions, contaminants, toxic or hazardous wastes or substances, as any of those terms are defined from time to time in or for the purposes of any relevant Environmental Law, including asbestos fibers and friable asbestos, polychlorinated biphenyls, and any petroleum or hydrocarbon-based products or derivatives.

“Incremental Increase” has the meaning specified in Section 2.16(c).

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

“Initial Advance” means the first advance of proceeds of the Loans and/or issuance of Letters of Credit.

“Interest Expense” means, for any quarter, the consolidated interest expense, whether paid, accrued or capitalized (without deduction of consolidated interest income) of Borrower that is attributable to Borrower’s Pro Rata Share in its Consolidated Businesses in respect of Real Property Businesses, including, without limitation or duplication (or, to the extent not so included, with the addition of), (1) the portion of any rental obligation in respect of any Capital Lease obligation allocable to interest expense in accordance with GAAP; (2) the amortization of Debt discounts and premiums; (3) any payments or fees (other than upfront fees) with respect to interest rate swap or similar agreements; and (4) the interest expense and items listed in clauses (1) through (3) above applicable to each of the UJVs (to the extent not included above) multiplied by Borrower’s Pro Rata Share in the UJVs in respect of Real Property Businesses, in all cases as reflected in the most recent General Partner’s Consolidated Financial Statements, provided that there shall be excluded from Interest Expense capitalized interest covered by an interest reserve established under a loan facility (such as capitalized construction interest provided for in a construction loan). “Interest Expense” shall not include the non-cash portion of interest expense attributable to convertible Debt determined in accordance with ASC 470-20.

“Interest Period” means, (1) with respectas to any LIBORTerm SOFR Loan, the period commencing on the date the same is advanced, Converted from a Base Rate Loan or Continued, as the case may be, and ending, as Borrower may select pursuant to Section 2.06, on the numerically corresponding day one week thereafter or in the first, third or sixth calendar month thereafter, provided that each such Interest Period (other than an Interest Period of one week) which commences on the last Banking Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Banking Day of the appropriate calendar month; and (2) with respect to any Bid Rate Loan, the period commencing on the date the same is advanced and ending, as Borrower may select pursuant to Section 2.02, on the numerically corresponding day one week thereafter or in the first, third or sixth calendar month thereafter, provided that each such Interest Period (other than an Interest Period of one week) which commences on the last Banking Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Banking Day of the appropriate calendar month.such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one (1), three (3) or six (6) months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or in connection with a Conversion or Continuation and subject to availability; provided that:

(a)the Interest Period shall commence on the date of advance of or conversion to any Term SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

(b)if any Interest Period would otherwise expire on a day that is not a Banking Day, such Interest Period shall expire on the next succeeding Banking Day; provided that if any Interest Period would otherwise expire on a day that is not a Banking Day but is a day of the month after which no further Banking Day occurs in such month, such Interest Period shall expire on the immediately preceding Banking Day;

(c)any Interest Period that begins on the last Banking Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Banking Day of the relevant calendar month at the end of such Interest Period;

(d)no Interest Period shall extend beyond the Maturity Date, as applicable, and Interest Periods shall be selected by the Borrower so as to permit the Borrower to make the quarterly principal installment payments pursuant to Section 2.10 without payment of any amounts pursuant to Section 3.05; and

(e)no tenor that has been removed from this definition pursuant to Section 3.10(c)(iv) shall be available for specification in any Notice of Borrowing or in connection with a Conversion or Continuation.

“Investment Company Act” means the Investment Company Act of 1940 (15 U.S.C. § 80(a)(1), et seq.).

“Investment Grade Pricing Period” means the period commencing on the date specified by Borrower in an irrevocable written notice to Administrative Agent and the Banks after Borrower obtains an Investment Grade Rating from Moody’s or S&P.

“Investment Grade Rating” means a Credit Rating of BBB- (or equivalent) or higher from S&P or Baa3 (or equivalent) or higher from Moody’s.

“Invitation for Bid Rate Quotes” has the meaning specified in Section 2.02(b).

“JPMorgan.” means JPMorgan Chase Bank, N.A.

“Law” means all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all drawings under Letters of Credit that have not yet been reimbursed by or on behalf of Borrower (including, for clarity, by means of advances of Loans pursuant to this Agreement) at such time. The LC Exposure of any Bank at any time shall be its Pro Rata Share of the total LC Exposure at such time.

“Lead Arrangers” means (x) with respect to the Ratable Loans, Xxxxx Fargo Securities, BofA Securities, JPMorgan, Capital One, PNC Capital, and Citizens, (y) with respect to the Term A-1 Loans, Xxxxx Fargo Securities, BofA Securities, JPMorgan, Capital One, PNC Capital and Citizens and (z) with respect to the Term A-2 Loans, Xxxxx Fargo Securities, Capital One, PNC Capital and Citizens, including, in each case, their respective designated affiliates.

“Lender Notice Date” has the meaning specified in Section 2.20(b).

“Letter of Credit” has the meaning specified in Section 2.17(a).

“Letter of Credit Commitment” means, with respect to each Fronting Bank, the commitment of each Fronting Bank to issue Letters of Credit hereunder. The initial amount of each Fronting Bank’s Letter of Credit Commitment is $25,000,000.

“Letter of Credit Liabilities” means, without duplication, at any time and in respect of any Letter of Credit (1) the stated undrawn amount of such Letter of Credit plus (2) the aggregate unpaid principal amount of all Reimbursement Obligations of Borrower at such time due and payable in respect of all drawings made under such Letter of Credit. For purposes of this Agreement, with respect to a Letter of Credit, a Ratable Loan Bank (including the Ratable Loan Bank that is the Fronting Bank for such Letter of Credit) shall be deemed to hold a Letter of Credit Liability in an amount equal to such Bank’s Pro Rata Share of the stated undrawn amount of such Letter of Credit and any outstanding Reimbursement Obligations in respect of such Letter of Credit.

“Leverage Pricing Period” means any period other than the Investment Grade Pricing Period.

“LIBOR Base Rate” means, subject to the implementation of a Replacement Rate in accordance with Section 3.02(ii), with respect to any LIBOR Loan for any Interest Period, the rate of interest per annum determined on the basis of the rate for deposits in U.S. Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or a comparable or successor quoting service approved by Administrative Agent) at approximately 11:00 a.m. (London time) two (2) Banking Days prior to the first day of the applicable Interest Period; provided that if as so determined the LIBOR Base Rate (including, without limitation, any Replacement Rate with respect thereto) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. If, for any reason, the rate referred to in the preceding clause (i) does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then the LIBOR Base Rate shall be determined by Administrative Agent to be the arithmetic average of the rate per annum at which deposits in U.S. Dollars would be offered by first class banks in the London interbank market to Administrative Agent at approximately 11:00 a.m. (London time) two (2) Banking Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period; provided that if as so determined the LIBOR Base Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding the foregoing, unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 3.02(ii), in the event that a Replacement Rate with respect to the LIBOR Base Rate is implemented, then all references herein to the LIBOR Base Rate shall be deemed to be references to such Replacement Rate.

“LIBOR Bid Margin” has the meaning specified in Section 2.02(c)(2)(iii).

“LIBOR Bid Rate” means a rate per annum equal to the sum of (1) the LIBOR Interest Rate for a Bid Rate Loan with the applicable Interest Period and (2) the LIBOR Bid Margin.

“LIBOR Interest Rate” means, for any LIBOR Loan or Bid Rate Loan, a rate per annum determined by Administrative Agent to be equal to the quotient of (1) the LIBOR Base Rate for such LIBOR Loan or Bid Rate Loan, as the case may be, for the Interest Period therefor divided by (2) a percentage equal to one minus the LIBOR Reserve Requirement for such LIBOR Loan or Bid Rate Loan, as the case may be, for such Interest Period. Any change in the LIBOR Reserve

Requirement shall result in a change in the LIBOR Interest Rate on the date on which such change in the LIBOR Reserve Requirement becomes effective.

“LIBOR Loan” means all or any portion (as the context requires) of any Bank’s Ratable Loans or Term Loans which shall accrue interest at rate(s) determined in relation to LIBOR Interest Rate(s).

“LIBOR Reserve Requirement” means, for any day, the percentage which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Lien” means any mortgage, deed of trust, pledge, security interest, hypothecation, assignment for collateral purposes, deposit arrangement, lien (statutory or other), or other security agreement or charge of any kind or nature whatsoever of any third party (excluding any right of setoff but including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction to evidence any of the foregoing).

“Loan” means, with respect to each Bank, its Ratable Loans, Bid Rate Loans, Swingline Loans and Term Loans, individually or collectively, as the context may require.

“Loan Commitment” means, with respect to each Bank, the sum of such Bank’s Ratable Loan Commitment, Term A-1 Loan Commitment and Term A-2 Loan Commitment.

“Loan Documents” means this Agreement, the Notes, the Disbursement Instruction Agreement, the Solvency Certificate and any Guaranty.

“Loan Party” means Borrower and each Guarantor (if any).

“Mandatorily Redeemable Stock” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable (except as a result of a change of control or asset sale so long as any rights of the holder thereof upon the occurrence of any such event shall be subject to the prior payment in full of the Obligations and the termination of the Ratable Loan Commitments, Term A-1 Commitments and Term A-2 Commitments and the termination or Cash Collateralization of all outstanding Letters of Credit), pursuant to a sinking fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for stock that is not Mandatorily Redeemable Stock at the option of the issuer of such Equity Interest), (b) is convertible into or exchangeable or exercisable for Debt or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange for stock that is not Mandatorily Redeemable Stock and cash in lieu of fractional shares), in the case of each of clauses (a), (b) and (c) above, on or prior to the latest occurring Maturity Date hereunder.

“Mandatory Borrowing” has the meaning specified in Section 2.03(b)(3).

“Material Adverse Change” means either (1) a material adverse change in the status of the business, results of operations, financial condition, or property of General Partner, Borrower and their Subsidiaries

taken as a whole or (2) any event or occurrence of whatever nature which is likely to have a material adverse effect on the ability of Borrower and the other Loan Parties taken as a whole to perform their obligations under the Loan Documents.

“Maturity Date” means the Ratable Loan Maturity Date, the Term A-1 Loan Maturity Date or the Term A-2 Loan Maturity Date, individually or collectively, as the context may require.

“Moody’s” means Xxxxx’x Investors Service, Inc.

“Multiemployer Plan” means a Plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by Borrower or General Partner or any ERISA Affiliate and which is covered by Title IV of ERISA.

“Negative Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Debt of the Person owning such asset or any other Person (unless such prohibition does not apply to Liens securing the Obligations); provided, however, that (i) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, (ii) an agreement relating to Unsecured Indebtedness containing restrictions substantially similar to, or taken as a whole, not more restrictive than, the restrictions contained in the Loan Documents (as determined by Borrower in good faith), (iii) Permitted Transfer Restrictions and (iv) Permitted Sale Restrictions, in each case, shall not constitute a Negative Pledge.

“Net Equity Value” means, at any time, the total assets of the applicable business less the total liabilities of such business less the amounts attributable to the minority interest in such business, in each case as determined on a consolidated basis, in accordance with GAAP, subject to the last sentence of the definition of Capitalization Value.

“Non-Consenting Bank” means any Bank that does not approve any consent, approval, amendment or waiver that (a) requires the consent of all Banks or all adversely affected Banks in accordance with the terms of Section 12.02 and (b) has been approved by the Required Banks.

“Non-Extending Lender” has the meaning specified in Section 2.20(b).

“Note” and “Notes” have the respective meanings specified in Section 2.09.

“Notice of Borrowing” means a notice substantially in the form of EXHIBIT K (or such other form reasonably acceptable to Administrative Agent and containing the information required in the Exhibit) to be delivered to Administrative Agent pursuant to Section 2.04 evidencing Borrower’s request for the borrowing of any Loan.

“Obligations” means each and every obligation, covenant and agreement of Borrower and each other Loan Party, now or hereafter existing, contained in this Agreement, and any of the other Loan Documents, whether for principal, reimbursement obligations, interest, fees, expenses, indemnities or otherwise, and any amendments or supplements thereto, extensions or renewals thereof or replacements therefor, including but not limited to all indebtedness, obligations and liabilities of Borrower or another Loan Party to Administrative Agent and any Bank now existing or hereafter incurred under or arising out of or in connection with the Notes, this Agreement, the other Loan Documents, and any documents or instruments executed in connection therewith, in each case, whether direct or indirect, joint or several,

absolute or contingent, liquidated or unliquidated, now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, and including all indebtedness of Borrower under any instrument now or hereafter evidencing or securing any of the foregoing.

“OFAC” means The Office of Foreign Assets Control of the United States Department of the Treasury.

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

“Other Investment” means a Consolidated Business or UJV that does not own primarily Real Property Assets or publicly traded securities, including, without limitation, those entities more particularly set forth on SCHEDULE 2 attached hereto.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.07).

“Overnight Rate” means, for any day, the greater of (a) the Federal Funds Rate and (b) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

“Parent” means, with respect to any Bank, any Person controlling such Bank.

“Parent Entity” has the meaning specified in Section 7.04.

“Participant” has the meaning specified in Section 12.05(d).

“Participant Register” has the meaning specified in Section 12.05(d).

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Patriot ActPayment Recipient” has the meaning specifiedassigned thereto in Section 12.1912.27(a).

“Payor” has the meaning specified in Section 10.12.

“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

“Periodic Term SOFR Determination Day” has the meaning assigned thereto in the definition of “Term SOFR”.

“Permitted Sale Restrictions” means obligations, encumbrances or restrictions contained in any Real Property Business or Real Property Asset sale agreement restricting the creation of Liens on, or the sale, transfer or other disposition of Equity Interests or property that is subject to, such Real Property Business or Real Property Asset pending such sale; provided that the encumbrances and restrictions apply only to the Subsidiary or assets that are subject to such Real Property Business or Real Property Asset.

“Permitted Transfer Restrictions” means (a) reasonable and customary restrictions on transfer, mortgage liens, pledges and changes in beneficial ownership arising under management agreements and ground leases entered into in the ordinary course of business (including in connection with any acquisition or development of any applicable Real Property Asset, without regard to the transaction value), including rights of first offer or refusal arising under such agreements and leases, in each case, that limit, but do not prohibit, sale or mortgage transactions, (b) reasonable and customary obligations, encumbrances or restrictions contained in agreements not constituting Debt entered into with limited partners or members of Borrower or of any other Subsidiary of General Partner imposing obligations in respect of contingent obligations to make any tax “make whole” or similar payment arising out of the sale or other transfer of assets reasonably related to such limited partners’ or members’ interest in Borrower or such Subsidiary pursuant to “tax protection” or other similar agreements, and (c) customary major decision rights in favor of partners or co-investors requiring approvals of transfers, mortgage liens, pledges and changes in beneficial ownership in the ordinary course of business.

“Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, limited liability company, Governmental Authority or other entity of whatever nature.

“Plan” means any employee benefit or other plan (other than a Multiemployer Plan) established or maintained, or to which contributions have been or are required to be made, by Borrower or General Partner or any ERISA Affiliate and which is covered by Title IV of ERISA or to which Section 412 of the Code applies.

“PNC Bank” means PNC Bank, National Association.

“PNC Capital” means PNC Capital Markets LLC.

“Prepayment Premium” has the meaning specified in Section 2.10(b).

“presence”, when used in connection with any Environmental Discharge or Hazardous Materials, means and includes presence, generation, manufacture, installation, treatment, use, storage, handling, repair, encapsulation, disposal, transportation, spill, discharge and release.

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Bank then acting as Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Bank acting as Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“Principals” means the trustees, executive officers and directors of Borrower (other than General Partner) or of General Partner at any applicable time.

“Pro Rata Share” means, with respect to each Bank, (a) with respect to Ratable Loans, LC Exposure or Swingline Exposure, a fraction the numerator of which is such Ratable Loan Bank’s Ratable Loan

Commitment and the denominator of which is the aggregate Ratable Loan Commitments of all Ratable Loan Banks (or, if the Ratable Loan Commitments have terminated or reduced to zero, the Pro Rata Share shall be determined based upon the Ratable Loan Commitments most recently in effect), (b) with respect to the Term A-1 Loans, a fraction the numerator of which is such Term A-1 Bank’s Term A-1 Loan Commitment and the denominator of which is the Total Term A-1 Loan Commitments (or, after advancing the Term A-1 Loans or if the Term A-1 Loan Commitments have terminated or reduced to zero, a fraction the numerator of which is the principal amount of such Term A-1 Bank’s outstanding Term A-1 Loans and the denominator of which is the aggregate outstanding principal amount of the Term A-1 Loans of all Term A-1 Banks); and (c) with respect to the Term A-2 Loans, a fraction the numerator of which is such Term A-2 Bank’s Term A-2 Loan Commitment and the denominator of which is the Total Term A-2 Loan Commitments (or, after advancing the Term A-2 Loans or if the Term A-2 Loan Commitments have terminated or reduced to zero, a fraction the numerator of which is the principal amount of such Term A-2 Bank’s outstanding Term A-2 Loans and the denominator of which is the aggregate outstanding principal amount of the Term A-2 Loans of all Term A-2 Banks); provided that, in each case, in the case of Section 12.20 when a Defaulting Lender shall exist, “Pro Rata Share” shall disregard any Defaulting Lender’s Loan Commitment and outstanding Loans.

“Prohibited Transaction” means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

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

“QI” has the meaning given that term in the definition of “1031 Property”.

“Qualified Institution” means a Bank, or one or more banks, finance companies, insurance or other financial institutions which (A) has (or, in the case of a banking institution which is a subsidiary, such banking institution’s parent has) a rating of its senior debt obligations of not less than BBB+ by S&P or Baal by Moody’s or a comparable rating by a rating agency reasonably acceptable to Administrative Agent and (B) has (or, in the case of a banking institution which is a subsidiary, such banking institution’s parent has) total assets in excess of Ten Billion Dollars ($10,000,000,000), but shall exclude any natural person (or a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof), any Defaulting Lender and Borrower or any of its Affiliates.

“Ratable Credit Exposure” means, with respect to any Ratable Loan Bank at any time, the sum of the outstanding principal amount of such Ratable Loan Bank’s Ratable Loans, its LC Exposure and its Swingline Exposure at such time.

“Ratable Loan” has the meaning specified in Section 2.01(b).

“Ratable Loan Bank” means, as of any date of determination, each Bank that has a Ratable Loan Commitment or, if the Ratable Loan Commitments have terminated or expired, a Bank that holds Ratable Loans, Swingline Exposure or LC Exposure.

“Ratable Loan Commitment” means, with respect to each Bank, the obligation to make a Ratable Loan in the principal amount set forth on SCHEDULE 1 attached hereto and incorporated herein, as such amount may be reduced or increased from time to time in accordance with the provisions of Section 2.16 (upon the execution of Assignment and Assumption Agreements, the definition of Ratable Loan Commitment shall be deemed revised to reflect the assignment being effected pursuant to each such Assignment and Assumption Agreement). The aggregate amount of the Ratable Loan Banks’ Ratable Loan Commitments on the Second Amendment Effective Date is $1,000,000,000.

“Ratable Loan Maturity Date” means January 7, 2025.

“Ratable Loan Note” has the meaning specified in Section 2.09.

“Rating Agency” means S&P, Xxxxx’x, Fitch or any other nationally recognized securities rating agency selected by Borrower and approved by Administrative Agent in writing.

“Real Property Asset” means an asset from which income is, or upon completion expected by Borrower to be, derived predominantly from contractual rent payments under leases with unaffiliated third party tenants, hotel operations, tradeshow operations or leasing commissions and management and development fees, and shall include those investments in mortgages and mortgage participations owned by Borrower as to which Borrower has demonstrated to Administrative Agent, in Administrative Agent’s reasonable discretion, that Borrower has control of the decision-making functions of management and leasing of such mortgaged properties, has control of the economic benefits of such mortgaged properties, and holds the right to acquire such mortgaged properties.

“Real Property Business” means a Consolidated Business or UJV that is primarily engaged in the ownership, operation, leasing, management or development of or investment in a Real Property Asset.

“Real Property UJV” means a UJV that is a Real Property Business.

“Recipient” means Administrative Agent, any Bank and any Fronting Bank, as applicable.

“Recourse” means, with reference to any obligation or liability, any liability or obligation that is not Without Recourse to the obligor thereunder, directly or indirectly. For purposes hereof, a Person shall not be deemed to be “indirectly” liable for the liabilities or obligations of an obligor solely by reason of the fact that such Person has an ownership interest in such obligor, provided that such Person is not otherwise legally liable, directly or indirectly, for such obligor’s liabilities or obligations (e.g. by reason of a guaranty or contribution obligation, by operation of law or by reason of such Person being a general partner of such obligor). A guaranty of Debt issued by Borrower or General Partner (as distinguished from a Subsidiary) shall be Recourse, but a guaranty for completion of improvements in connection with Debt shall be deemed Without Recourse, unless and except to the extent of a claim made under such guaranty that remains unpaid.

“Refinancing Mortgage” has the meaning specified in Section 12.21.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as the same may be amended or supplemented from time to time, or any similar Law from time to time in effect.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as the same may be amended or supplemented from time to time, or any similar Law from time to time in effect.

“Regulatory Change” means the occurrence after the date of this Agreement or, with respect to any Bank, such later date on which such Bank becomes a party to this Agreement, of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Bank or any Fronting Bank (or, for purposes of Section 3.06, by any lending office of such Bank or by such Bank's or such Fronting Bank's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and

Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Regulatory Change,” regardless of the date enacted, adopted or issued, provided, however, that if the applicable Bank shall have implemented changes prior to the Escrow Date in response to any such requests, rules, guidelines or directives, then the same shall not be deemed to be a Regulatory Change with respect to such Bank.

“Reimbursement Obligation” means the absolute, unconditional and irrevocable obligation of Borrower to reimburse the applicable Fronting Bank for any drawing honored by such Fronting Bank under a Letter of Credit.

“REIT” means a “real estate investment trust,” as such term is defined in Section 856 of the Code.

“Related Party Transaction Policy” means that certain Related Party Transaction Policy adopted by the Board of Trustees of General Partner on or prior to the Closing Date, in the form provided to Administrative Agent and the Banks on or prior to the Escrow Date.

“Relevant Documents” has the meaning specified in Section 11.02.

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

“Replacement Bank” has the meaning specified in Section 3.07.

“Replacement Notice” has the meaning specified in Section 3.07.

“Replacement Rate” has the meaning given that term in Section 3.02(ii).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived by the PBGC.

“Requested Extension Date” has the meaning specified in Section 2.20(a).

“Required Banks” means at any time Banks having Credit Exposures and unused Loan Commitments representing at least 51% of the sum of the Ratable Loan Commitments, the unused Term Loan Commitments and the aggregate unpaid principal amount of the Term Loans at such time (excluding, however, any Defaulting Lender); provided, however, that if the Loan Commitments shall have been terminated or reduced to zero, the “Required Banks” shall be the Banks holding at least 51% of the then aggregate unpaid principal amount of the Loans (excluding, however, any Defaulting Lender); and provided, further that in the case of Swingline Loans, the amount of each Ratable Loan Bank’s funded participation interest in such Swingline Loans shall be considered for purposes hereof as if it were a direct Ratable Loan and not a participation interest, and the aggregate amount of Swingline Loans owing to a Swingline Lender shall be considered for purposes hereof as reduced by the amount of such funded participation interests.

“Required Payment” has the meaning set forth in Section 10.12.

“Required Ratable Loan Banks” means, as of any date, Ratable Loan Banks having at least 51% of the aggregate amount of the Ratable Loan Commitments (excluding, however, any Defaulting Lender); provided, however, that if the Ratable Loan Commitments have been terminated or reduced to zero, the “Required Ratable Loan Banks” shall be the Ratable Loan Banks holding at least 51% of the Ratable Credit Exposure of all Ratable Loan Banks (excluding, however, any Defaulting Lender); provided, further, that in the case of Swingline Loans, the amount of each Ratable Loan Bank’s funded participation interest in such Swingline Loans shall be considered for purposes hereof as if it were a direct Ratable Loan and not a participation interest, and the aggregate amount of Swingline Loans owing to a Swingline Lender shall be considered for purposes hereof as reduced by the amount of such funded participation interests.

“Required Term A-1 Loan Banks” means, as of any date, Term A-1 Banks having at least 51% of the sum of (a) the aggregate amount of the unused Total Term A-1 Loan Commitments plus (b) the aggregate outstanding principal amount of the Term A-1 Loans; provided, however, that if the Term A-1 Loan Commitments have been terminated or reduced to zero, the “Required Term A-1 Loan Banks” shall be the Term A-1 Banks holding at least 51% of the aggregate outstanding principal amount of the Term A-1 Loans (excluding, however, any Defaulting Lender).

“Required Term A-2 Loan Banks” means, as of any date, Term A-2 Banks having at least 51% of the sum of (a) the aggregate amount of the unused Total Term A-2 Loan Commitments plus (b) the aggregate outstanding principal amount of the Term A-2 Loans; provided, however, that if the Term A-2 Loan Commitments have been terminated or reduced to zero, the “Required Term A-2 Loan Banks” shall be the Term A-2 Banks holding at least 51% of the aggregate outstanding principal amount of the Term A-2 Loans (excluding, however, any Defaulting Lender).

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

“Responsible Officer” means the chief executive officer, chief financial officer or chief accounting officer of General Partner.

“Restricted Payment” means (1) any dividend or other distribution, direct or indirect, on account of any Equity Interest of Borrower or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of Equity Interests to the holders of that class; (2) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of Borrower or any of its Subsidiaries now or hereafter outstanding; and (3) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of Borrower or any of its Subsidiaries now or hereafter outstanding.

“S&P” means Standard & Poor’s Rating Service, a division of S&P Global Inc. and any successor thereto.

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

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by any Governmental Authority of the United States of America, including without limitation, OFAC orOFAC (including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, or by the

United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury, the European Union or any other Governmental Authorityor other relevant sanctions authority, (b) any Person locatedoperating, organized or resident in a Sanctioned Country, (c) an agency of the government of aany Person controlled or directly or indirectly 50% or more owned by, or acting or purporting to act for or on behalf of, directly or indirectly, any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned CountryPerson(s) or (d) any Person Controlled by any Person or agencies described in any of the preceding clauses (a) through (c). For purposes of this definition, “Controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.

“Sanctions” means any and all economic or financial sanctions or, sectoral sanctions, trade embargoes and restrictions and anti-terrorism laws, including but not limited to those imposed, administered or enforced by any Governmental Authority of the United States of America, including without limitation,from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), or by the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury, the European Union or any other Governmental Authorityor other relevant sanctions authority with jurisdiction over the Administrative Agent, any Lender or the Borrower.

“SEC” means the United States Securities and Exchange Commission.

“SEC Reports” means the reports required to be delivered to the SEC pursuant to the Securities Exchange Act of 1934, as amended.

“Second Amendment Effective Date” means January 7, 2020.

“Secured Indebtedness” means, at any time, that portion of Total Outstanding Indebtedness that is not Unsecured Indebtedness.

“Secured Indebtedness Adjustment” has the meaning set forth in Section 8.05.

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

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

“SOFR Loan” means any Loan bearing interest at a rate based on Term SOFR as provided in Section 2.07.

“Solvency Certificate” means a certificate in substantially the form of EXHIBIT D, to be delivered by Borrower pursuant to the terms of this Agreement.

“Solvent” means, when used with respect to any Person, that (1) the fair value of the property of such Person, on a going concern basis, is greater than the total amount of liabilities (including, without limitation, contingent liabilities) of such Person; (2) the present fair saleable value of the assets of such Person, on a going concern basis, is not less than the amount that will be required to pay the probable

liabilities of such Person on its debts as they become absolute and matured; (3) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; (4) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged; and (5) such Person has sufficient resources, provided that such resources are prudently utilized, to satisfy all of such Person’s obligations. Contingent liabilities will be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Cash Management Agreement” means any Cash Management Agreement that is made or entered into at any time, or in effect at any time now or hereafter, whether as a result of an assignment or transfer or otherwise, between or among any Loan Party and any Specified Cash Management Bank, and which was not prohibited by any of the Loan Documents when made or entered into.

“Specified Cash Management Bank” means any Person that (a) at the time it enters into a Cash Management Agreement with a Loan Party, is a Bank or an Affiliate of a Bank or (b) at the time it (or its Affiliate) becomes a Bank (including on the Closing Date), is a party to a Cash Management Agreement with a Loan Party, in each case in its capacity as a party to such Cash Management Agreement.

“Specified Derivatives Contract” means any Derivatives Contract that is made or entered into at any time, or in effect at any time now or hereafter, whether as a result of an assignment or transfer or otherwise, between or among any Loan Party and any Specified Derivatives Provider, and which was not prohibited by any of the Loan Documents when made or entered into.

“Specified Derivatives Obligations” means all indebtedness, liabilities, obligations, covenants and duties of a Loan Party under or in respect of any Specified Derivatives Contract, whether direct or indirect, absolute or contingent, due or not due, liquidated or unliquidated, and whether or not evidenced by any written confirmation.

“Specified Derivatives Provider” means any Person that (a) at the time it enters into a Specified Derivatives Contract with a Loan Party, is a Bank or an Affiliate of a Bank or (b) at the time it (or its Affiliate) becomes a Bank (including on the Closing Date), is a party to a Specified Derivatives Contract with a Loan Party, in each case in its capacity as a party to such Specified Derivatives Contract.

“S&P” means Standard & Poor’s Ratings Services, a division of XxXxxx-Xxxx Financial, Inc.

“Subsidiary” means, with respect to any Person, a corporation, partnership, joint venture, limited liability company or other entity, fifty percent (50%) or more of the outstanding voting stock, partnership interests or membership interests, as the case may be, of which are owned, directly or indirectly, by that Person or by one or more other Subsidiaries of that Person and over which that Person or one or more other Subsidiaries of that Person exercise sole control. For the purposes of this definition, “voting stock” means stock having voting power for the election of directors or trustees, as the case may be, whether at all times or only so long as no senior class of stock has voting power for the election of directors or trustees by reason of any contingency, and “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

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

“Swingline Commitment” has the meaning specified in Section 2.03(a).

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Ratable Loan Bank at any time shall be the sum of (a) its Pro Rata Share of the total Swingline Exposure at such time other than with respect to any Swingline Loans made by such Ratable Loan Bank in its capacity as a Swingline Lender and (b) the aggregate principal amount of all Swingline Loans made by such Ratable Loan Bank as a Swingline Lender outstanding at such time (less the amount of participations funded by the other Ratable Loan Banks in such Swingline Loans).

“Swingline Lenders” means Xxxxx Fargo, Bank of America, JPMorgan, Capital One, PNC Bank and Citizens, each in their capacity as Swingline Lenders hereunder, and their permitted successors in such capacity in accordance with the terms of this Agreement. When used herein, “Swingline Lender” shall mean the applicable Swingline Lender, each Swingline Lender, any Swingline Lender or all of the Swingline Lenders, as the context may require.

“Swingline Loan” has the meaning set forth in Section 2.03(a).

“Syndication Agents” means (x) with respect to the Ratable Loans and the Term A-1 Loans, Bank of America and JPMorgan and (y) with respect to the Term A-2 Loans, Capital One, PNC Bank and Citizens.

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

“Term A-1 Bank” means, as of any date of determination, each Bank having a Term A-1 Loan Commitment or that holds Term A-1 Loans.

“Term A-1 Loan” has the meaning specified in Section 2.01(d).

“Term A-1 Loan Availability Period” means the period commencing on the Closing Date to and including the Final Term A-1 Loan Availability Date.

“Term A-1 Loan Commitment” means, with respect to each Bank, the obligation to make a Term A-1 Loan in the principal amount set forth in SCHEDULE 1 attached hereto and incorporated herein, as such amount may be reduced or increased from time to time in accordance with the provisions of Section 2.16 (upon the execution of Assignment and Assumption Agreements, the definition of Loan Commitment shall be deemed revised to reflect the assignment being effected pursuant to each such Assignment and Assumption Agreement).

“Term A-1 Loan Maturity Date” means January 18, 2023.

“Term A-2 Bank” means, as of any date of determination, each bank having a Term A-2 Loan Commitment or that holds Term A-2 Loans.

“Term A-2 Loan” has the meaning specified in Section 2.01(d).

“Term A-2 Loan Availability Period” means the period commencing on the Closing Date to and including the Final Term A-2 Loan Availability Date.

“Term A-2 Loan Commitment” means, with respect to each Bank, the obligation to make a Term A-2 Loan in the principal amount set forth in SCHEDULE 1 attached hereto and incorporated herein, as such amount may be reduced or increased from time to time in accordance with the provisions of Section 2.16 (upon the execution of Assignment and Assumption Agreements, the definition of Loan Commitment shall be deemed revised to reflect the assignment being effected pursuant to each such Assignment and Assumption Agreement).

“Term A-2 Loan Maturity Date” means July 18, 2024.

“Term Loan Bank” means a Term A-1 Bank or a Term A-2 Bank or both, as the context requires.

“Term Loan Commitment” means, with respect to each Bank, an amount equal to the aggregate amount of such Bank’s Term A-1 Loan Commitment and Term A-2 Loan Commitment.

“Term Loan Note” has the meaning specified in Section 2.09.

“Term Loans” means, with respect to each Bank, collectively, its Term A-1 Loans and Term A-2 Loans.

“Term SOFR” means,

(a)for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Banking Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Banking Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Banking Day is not more than three (3) U.S. Government Securities Banking Days prior to such Periodic Term SOFR Determination Day, and

(b)for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Banking Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Banking Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Banking Day is not more than three (3) U.S. Government Securities Banking Days prior to such Base Rate Term SOFR Determination Day.

“Term SOFR Adjustment” means, for any calculation with respect to a Base Rate Loan or a SOFR Loan, a 0.10% per annum for each type of such Loan.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Bid Margin” has the meaning specified in Section 2.02(c)(2)(iii).

“Term SOFR Bid Rate” means a rate per annum equal to the sum of (1) Term SOFR for a Bid Rate Loan with the applicable Interest Period and (2) the Term SOFR Bid Margin.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Term SOFR Loan” means a Loan denominated in Dollars, the rate of interest applicable to which is based upon Adjusted Term SOFR.

“Total Ratable Credit Exposure” means the sum of the outstanding principal amount of all Ratable Loan Banks’ Ratable Loans, their LC Exposure and their Swingline Exposure at such time.

“Total Term A-1 Loan Commitment” means an amount equal to the aggregate amount of all Term A-1 Loan Commitments. The initial Total Term A-1 Loan Commitment is $200,000,000.

“Total Term A-2 Loan Commitment” means an amount equal to the aggregate amount of all Term A-2 Loan Commitments. The initial Total Term A-1-2 Loan Commitment is $200,000,000.

“Total Outstanding Indebtedness” means, at any time, without duplication, the sum of Debt of Borrower, Borrower’s Pro Rata Share of Debt in respect of Consolidated Businesses, and any Debt of UJVs to the extent Recourse to Borrower, as determined on a consolidated basis in accordance with GAAP.

“UJVs” means, at any time, (1) investments of Borrower that are accounted for under the equity method in the most recent General Partner’s Consolidated Financial Statements prepared in accordance with GAAP and (2) investments of Borrower in which Borrower owns less than 50% of the Equity Interests and that are consolidated in the most recent General Partner’s Consolidated Financial Statements prepared in accordance with GAAP.

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

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

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

“Unencumbered Assets” means, collectively, assets, reflected in the most recent General Partner’s Consolidated Financial Statements, owned in whole or in part, directly or indirectly, by Borrower and not subject to any Lien to secure all or any portion of Secured Indebtedness or to any Negative Pledge, and assets of Consolidated Businesses and UJVs which are not subject to any Lien to secure all or any portion of Secured Indebtedness or to any Negative Pledge. Notwithstanding the foregoing, a 1031 Property may constitute an Unencumbered Asset so long as: (I) such Real Property Asset is owned in fee simple by, or is

subject to a ground lease to, the applicable EAT (or a combination of such fee simple ownership and being subject to a ground lease); (II) such Real Property Asset is located in the United States; (III) Borrower or a Wholly Owned Subsidiary thereof (a) leases such 1031 Property from the applicable EAT (or Wholly Owned Subsidiary thereof, as applicable) and (b) manages such 1031 Property or such Real Property Asset is subject to a third-party management agreement, as applicable; (IV) Borrower or a Wholly Owned Subsidiary or Subsidiaries thereof is obligated to purchase such 1031 Property (or Wholly Owned Subsidiary or Subsidiaries of the applicable EAT that owns such 1031 Property) from the applicable EAT (or such Wholly Owned Subsidiary or Subsidiaries of the EAT, as applicable) (other than in circumstances where the 1031 Property is disposed of by Borrower or any Subsidiary); (V) the applicable EAT is obligated to transfer such 1031 Property (or its Wholly Owned Subsidiary or Subsidiaries that owns such 1031 Property, as applicable) to Borrower or a Wholly Owned Subsidiary thereof, directly or indirectly (including through a QI); (VI) the applicable EAT (or Wholly Owned Subsidiary or Subsidiaries thereof that owns such 1031 Property, as applicable) acquired such 1031 Property with the proceeds of a loan made by Borrower or a Wholly Owned Subsidiary which loan is secured either by a mortgage on such 1031 Property and/or a pledge of all of the Equity Interests of the applicable Wholly Owned Subsidiary or Subsidiaries of an EAT that owns such 1031 Property, as applicable; and (VII) neither such 1031 Property nor, if such Real Property Asset is owned or leased by a Subsidiary, any of Borrower’s direct or indirect ownership interests in such Subsidiary, is subject to any liens, claims, or restrictions on transferability or assignability of any kind other than (A) pursuant to Permitted Transfer Restrictions or Permitted Sale Restrictions or as permitted pursuant to clause (V) above, (B) the Lien of any mortgage or pledge referred to in the preceding clause (VI), or (C) a Negative Pledge binding on the EAT in favor of Borrower or a Wholly Owned Subsidiary. In no event shall a 1031 Property qualify as an Unencumbered Asset for a period in excess of 180 days after the date the applicable EAT (or Wholly Owned Subsidiary or Subsidiaries thereof, as applicable) acquired ownership of such Real Property Asset (or, if such 180 day period is subject to extension under the Code (including any Treasury Regulations), then such period as extended).

“Unencumbered Combined EBITDA” means that portion of Combined EBITDA attributable to Unencumbered Assets; provided that Unencumbered Combined EBITDA shall include only general and administrative expenses that are attributable to the management and operation of the Unencumbered Assets in accordance with GAAP and shall not include any corporate general and administrative expenses of Borrower, General Partner, Consolidated Businesses or UJVs (e.g., salaries of corporate officers).

“Unfunded Current Liability” of any Plan means the amount, if any, by which the actuarial present value of accumulated plan benefits as of the close of its most recent plan year, based upon the actuarial assumptions used by such Plan’s actuary in the most recent annual valuation of such Plan, exceeds the fair market value of the assets allocable thereto, determined in accordance with Section 412 of the Code.

“Unrestricted Cash and Cash Equivalents” means Cash or Cash Equivalents owned by Borrower, and Borrower’s Pro Rata Share of any Cash or Cash Equivalents owned by any Consolidated Businesses or UJV, that are not subject to any pledge, lien or control agreement, less amounts placed with third parties as deposits or security for contractual obligations; provided, that Unrestricted Cash and Cash Equivalents shall (a) not exclude Cash and Cash Equivalents subject to customary rights of set-off and statutory or common law provisions relating to bankers’ liens, and (b) include Cash and Cash Equivalents representing the proceeds from the sale of an asset (the “Disposed Asset”; it being understood that no Disposed Asset shall constitute a Real Property Asset from and after the date of such sale), which proceeds have been escrowed for a period not in excess of 180 days in anticipation of the acquisition of a 1031 Property, net of related tax obligations for the cancellation of such acquisition and transaction costs and expenses related thereto; provided that to the extent the amount of Unrestricted Cash and Cash Equivalents attributable to this clause (b) shall exceed 50% of the aggregate Unrestricted Cash and Cash Equivalents, such excess shall be excluded.

“Unsecured Indebtedness” means, at any time, Total Outstanding Indebtedness that is not secured by a lien (except any Refinancing Mortgage) on assets of Borrower, a Consolidated Business or a UJV, as the case may be.

“Unsecured Indebtedness Adjustment” has the meaning set forth in Section 8.04.

“Unsecured Indebtedness Subsidiary” means any Subsidiary of Borrower that is a borrower or a guarantor, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness (other than (a) subordinated intercompany Debt owing to General Partner, (b) intercompany Debt between or among any of Borrower and its Subsidiaries, and (c) Debt of any non-Wholly Owned Subsidiary the incurrence of which was not subject to the Control or affirmative consent of Borrower or any of its Subsidiaries; provided, however, that any non-Wholly Owned Subsidiary of Borrower that guarantees Unsecured Indebtedness of General Partner or any Wholly Owned Subsidiary as described in this definition shall be an Unsecured Indebtedness Subsidiary).

“Unsecured Interest Expense” means, for any quarter, Borrower’s Pro Rata Share of Interest Expense attributable to Total Outstanding Indebtedness constituting Unsecured Indebtedness.

“U.S. Government Securities Banking Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Section 1.04, Article II and Section 3.10, in each case, such day is also a Banking Day.

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

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 10.13(f)(ii)(B)(3).

“Xxxxx Fargo” means Xxxxx Fargo Bank, National Association.

“Xxxxx Fargo Securities” means Xxxxx Fargo Securities LLC.

“Wholly Owned Subsidiary” means any Subsidiary of a Person in respect of which all of the Equity Interests (other than (x) in the case of a corporation, directors’ qualifying shares and (y) solely for purposes of Section 9.01(16), in the case of a Subsidiary which is qualified as a real estate investment trust, Equity Interests issued to not more than 125 separate Persons solely in order to satisfy the requirements for such qualification) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.

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

“Without Recourse” means, with reference to any obligation or liability, any obligation or liability for which the obligor thereunder is not liable or obligated other than as to its interest in a designated asset or assets only, subject to such exceptions to the non-recourse nature of such obligation or liability (such as, but not limited to, fraud, misappropriation, misapplication and environmental indemnities), as are usual and customary in like transactions involving institutional lenders at the time of the incurrence of such obligation or liability, and including any guaranty for completion of improvements in connection with Debt, unless and except to the extent of a claim made under such guaranty that remains unpaid.

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

SECTION 1.02. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP, and, except as otherwise provided herein, all financial data required to be delivered hereunder shall be prepared in accordance with GAAP.

SECTION 1.03. Computation of Time Periods. Except as otherwise provided herein, in this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and words “to” and “until” each means “to but excluding”.

SECTION 1.04. Rules of Construction. When used in this Agreement: (1) “or” is not exclusive; (2) a reference to a Law includes any amendment or modification to such Law; (3) a reference to a Person includes its permitted successors and permitted assigns; (4) except as provided otherwise, all references to the singular shall include the plural and vice versa; (5) except as provided in this Agreement, a reference to an agreement, instrument or document shall include such agreement, instrument or document as the same may be amended, modified or supplemented from time to time in accordance with its terms and as permitted by the Loan Documents; (6) all references to Articles, Sections, Schedules and Exhibits shall be to Articles, Sections, Schedules and Exhibits of this Agreement unless otherwise indicated; (7) all Exhibits to this Agreement shall be incorporated into this Agreement; and (8) unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of Borrower or a Subsidiary of such Subsidiary and a reference to an “Affiliate” means an Affiliate of Borrower. Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, (a) all references to time are references to New York City time and (b) when any date specified herein as the due date for a payment, notice or other deliverable is not a Banking Day, such due date shall be extended to the next following Banking Day.

SECTION 1.05. Financial Covenant Calculations. The calculation of liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Notwithstanding anything in this Agreement to the contrary, the financial covenants shall ignore the adoption of ASU 2016-02 such that Capital Leases shall specifically exclude any operating leases under GAAP as in effect on the Escrow Date and upon the adoption of ASU 2016-02.

SECTION 1.06. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.07. Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Floating Overnight Daily SOFR Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.10(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Floating Overnight Daily SOFR Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Floating Overnight Daily SOFR Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Floating Overnight Daily SOFR Rate, or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE II

THE LOANS

SECTION 2.01. Ratable Loans; Bid Rate Loans; Term Loans. (a) Subject to the terms and conditions of this Agreement, each Bank, severally and not jointly, agrees to make loans to Borrower as provided in this Article II. Each Loan of each Bank shall be maintained at such Bank’s Applicable Lending Office.

(b)Each of the Ratable Loan Banks severally agrees to make loans to Borrower in Dollars (each such loan by a Ratable Loan Bank, a “Ratable Loan”) from time to time in an aggregate principal amount that will not result in (i) the amount of such Ratable Loan Bank’s Ratable Credit Exposure exceeding such Ratable Loan Bank’s Ratable Loan Commitment or (ii) the Total Ratable Credit Exposure plus the aggregate outstanding principal amount of all Bid Rate Loans exceeding the aggregate amount of the Ratable Loan Commitments. Within the limits set forth herein, Borrower may borrow from time to time under this paragraph (b) and prepay from time to time pursuant to Section 2.10 (subject, however, to the restrictions on prepayment set forth in said Section), and thereafter reborrow pursuant to this paragraph (b). The Ratable Loans may be outstanding as: (1) Base Rate Loans; (2) LIBORTerm SOFR Loans; (3) Daily SOFR Loans; or (34) a combination of the foregoing, as Borrower shall elect and notify Administrative Agent in accordance with Section 2.14.

(c)So long as Borrower has an Investment Grade Rating, one or more Ratable Loan Banks may, at Borrower’s request and in their sole discretion, make non-ratable loans in Dollars which shall bear interest at the LIBORTerm SOFR Bid Rate in accordance with Section 2.02 (such loans being referred to in this Agreement as “Bid Rate Loans”). Borrower may borrow Bid Rate Loans from time to time pursuant to this paragraph (c) in an amount up to fifty percent (50%) of the aggregate Ratable Loan Commitments at the time of the borrowing (taking into account any repayments of the Ratable Loans made simultaneously

therewith) (the “Bid Borrowing Limit”), provided that at no time shall the sum of the Total Ratable Credit Exposure plus the aggregate outstanding principal amount of all Bid Rate Loans exceed the aggregate amount of the Ratable Loan Commitments, and shall repay such Bid Rate Loans as required by Section 2.09, and it may thereafter reborrow pursuant to this paragraph (c) or paragraph (b) above; provided, however, that the aggregate outstanding principal amount of Bid Rate Loans at any particular time shall not exceed the Bid Borrowing Limit.

(d)Each of the Term A-1 Banks severally agrees to make loans to Borrower in Dollars (each such loan by a Term A-1 Bank, a “Term A-1 Loan”), during the Term A-1 Loan Availability Period, in an aggregate amount not to exceed its Term A-1 Loan Commitment; provided, that (x) to the extent that Term A-1 Loans in an aggregate principal amount equal to $50,000,000 (the “Term A-1 Incremental Amount”) shall not have been made on the Closing Date, the Total Term A-1 Term Loan Commitments shall be automatically terminated at 5:00 p.m. (New York Time) ratably among the Term A-1 Banks on the Closing Date in an amount equal to the excess of the Term A-1 Incremental Amount over the actual amount of Term A-1 Loans made on the Closing Date, (y) to the extent that Term A-1 Loans (exclusive of Term A-1 Loans subject to clause (x)) in an aggregate principal amount equal to the Term A-1 Incremental Amount shall not have been made during the period commencing on the Closing Date through and including January 18, 2018 (the “Second Term A-1 Commitment Termination Date”), the Total Term A-1 Term Loan Commitments shall be automatically terminated at 5:00 p.m. (New York Time) ratably among the Term A-1 Banks on the Second Term A-1 Commitment Termination Date in an amount equal to the excess of the Term A-1 Incremental Amount over the actual amount of Term A-1 Loans (exclusive of Term A-1 Loans subject to clause (x)) made during the period commencing on the Closing Date through and including the Second Term A-1 Commitment Termination Date and (z) the remaining unused Total Term A-1 Loan Commitments shall automatically terminate at 5:00 p.m. (New York time) on the Final Term A-1 Loan Availability Date. Each of the Term A-2 Banks severally agrees to make loans to Borrower in Dollars (each such loan by a Term A-2 Bank, a “Term A-2 Loan”), during the Term A-2 Loan Availability Period, in an aggregate amount not to exceed its Term A-2 Loan Commitment. Unused Total Term A-2 Loan Commitments shall terminate at 5:00 p.m. (New York time) on the Final Term A-2 Loan Availability Date. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed.

(e)The obligations of the Banks under this Agreement are several, and no Bank shall be responsible for the failure of any other Bank to make any advance of a Loan to be made by such other Bank. However, the failure of any Bank to make any advance of each Loan to be made by it hereunder on the date specified therefor shall not relieve any other Bank of its obligation to make any advance of its Loans specified hereby to be made on such date.

SECTION 2.02. Bid Rate Loans. (a) So long as Borrower has an Investment Grade Rating and wishes to request offers from the Ratable Loan Banks to make Bid Rate Loans, it shall transmit to Administrative Agent by facsimile a request (a “Bid Rate Quote Request”) substantially in the form of EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the fourth Banking Day prior to the date for funding of the Bid Rate Loan(s) proposed therein, specifying:

(1)the proposed date of funding of such Bid Rate Loan(s), which shall be a Banking Day;

(2)the aggregate amount of the Bid Rate Loans requested, which shall be at least Five Million Dollars ($5,000,000) and an integral multiple of One Million Dollars ($1,000,000);

(3)the prepayment terms of such Bid Rate Loan(s), which, if not specified, shall have the same prepayment terms as Ratable Loans; and

(4)the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of “Interest Period” in Section 1.01.

Borrower may request offers to make Bid Rate Loans for more than one (1) Interest Period in a single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than seven (7) calendar days after the submission of any other Bid Rate Quote Request.

(b)Promptly upon receipt of a Bid Rate Quote Request, Administrative Agent shall send to the Ratable Loan Banks by facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of EXHIBIT G-2, which shall constitute an invitation by Borrower to the Ratable Loan Banks to submit Bid Rate Quotes offering to make Bid Rate Loans to which such Bid Rate Quote Request relates in accordance with this Section 2.02.

(c)(1)Each Ratable Loan Bank may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Ratable Loan Bank serving as Administrative Agent (or any Affiliate of the Bank serving as Administrative Agent) in its capacity as a Ratable Loan Bank may be submitted, and may only be submitted, if the Ratable Loan Bank serving as Administrative Agent or such Affiliate notifies Borrower of the terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Ratable Loan Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be irrevocable except with the written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Ratable Loan Bank’s Designated Lender. A Ratable Loan Bank making a Bid Rate Quote shall specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Ratable Loan Bank’s Designated Lender, as provided in Section 12.16.

(2)Each Bid Rate Quote shall be in substantially the form of EXHIBIT G-3 and shall in any case specify:

(i)the proposed date of funding of the Bid Rate Loan(s);

(ii)the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the applicable Ratable Loan Commitment of the quoting Ratable Loan Bank, (x) must be in the aggregate at least Five Million Dollars ($5,000,000) and an integral multiple of One Hundred Thousand Dollars ($100,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Ratable Loan Bank may be accepted;

(iii)the margin above or below the applicable LIBOR Interest RateTerm SOFR (the “LIBORTerm SOFR Bid Margin”) offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to the nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable LIBOR Interest RateTerm SOFR;

(iv)the applicable Interest Period; and

(v)the identity of the quoting Ratable Loan Bank.

A Bid Rate Quote may set forth up to five (5) separate offers by the quoting Ratable Loan Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes.

(3)Any Bid Rate Quote shall be disregarded if it:

(i)(vi) is not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above;

(ii)(vii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in subparagraph (c)(2)(ii)(z) above);

(iii)(viii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes (except for an aggregate limitation as provided in subparagraph (c)(2)(ii)(z) above); or

(iv)(ix) arrives after the time set forth in sub-paragraph (c)(1) above.

(d)Administrative Agent shall no later than 10:15 a.m. (New York City time) on the third Banking Day prior to the proposed date for the requested Bid Rate Loan notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Ratable Loan Bank that is in accordance with paragraph (c). Any subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the related Bid Rate Quote Request, (B) the respective principal amounts and LIBORTerm SOFR Bid Margins so offered and (C) if applicable, limitations on the aggregate principal amount of Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted.

(e)Not later than 11:00 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the Bid Rate Loan, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to paragraph (d). A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that:

(1)the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Hundred Thousand Dollars ($100,000);

(2)acceptance of offers with respect to a particular Interest Period may only be made on the basis of ascending LIBORTerm SOFR Bid Margins offered for such Interest Period from the lowest effective cost; and

(3)Borrower may not accept any offer that is described in subparagraph (c)(3) or that otherwise fails to comply with the requirements of this Agreement.

(f)If offers are made by two (2) or more Ratable Loan Banks with the same LIBORTerm SOFR Bid Margins, for a greater aggregate principal amount than the amount in respect of which such offers are permitted to be accepted for the related Interest Period, the principal amount of Bid Rate Loans

in respect of which such offers are accepted shall be allocated by Administrative Agent among such Ratable Loan Banks as nearly as possible (in multiples of One Hundred Thousand Dollars ($100,000)) in proportion to the aggregate principal amounts of such offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank in writing of any such allocation of Bid Rate Loans. Determinations by Administrative Agent of the allocation of Bid Rate Loans shall be conclusive in the absence of manifest error.

(g)In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Ratable Loan Bank(s) making such offer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to paragraph (f)) on the date specified therefor, in accordance with the procedures specified in Section 2.05.

(h)Notwithstanding anything to the contrary contained herein, each Ratable Loan Bank shall be required to fund its Pro Rata Share of the Available Ratable Commitment in accordance with Section 2.01(b) despite the fact that any Ratable Loan Bank’s Ratable Loan Commitment may have been or may be exceeded as a result of such Ratable Loan Bank’s making Bid Rate Loans.

(i)A Ratable Loan Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.16. Any Designated Lender which funds a Bid Rate Loan shall on and after the time of such funding become the obligee under such Bid Rate Loan and be entitled to receive payment thereof when due. No Ratable Loan Bank shall be relieved of its obligation to fund a Bid Rate Loan, and no Designated Lender shall assume such obligation, prior to the time the applicable Bid Rate Loan is funded.

SECTION 2.03. Swingline Loan Subfacility.

(a)Swingline Commitment. Subject to the terms and conditions of this Section 2.03, each Swingline Lender, in its individual capacity, agrees to make certain revolving credit loans in Dollars to Borrower (each a “Swingline Loan” and, collectively, the “Swingline Loans”) from time to time during the term hereof in an amount equal to its Pro Rata Share of the Swingline Loans requested by Borrower in its notice of borrowing described in clause (b) below; provided, however, that the aggregate amount of Swingline Loans outstanding at any time shall not exceed Seventy-Five Million Dollars ($75,000,000) (the “Swingline Commitment”); provided, further, that (i) the aggregate amount of Swingline Loans outstanding to any Swingline Lender shall not exceed the lesser of (A) Twelve Million Five-Hundred Thousand Dollars ($12,500,000) and (B) such Swingline Lender’s Ratable Loan Commitment minus its Ratable Credit Exposure and (ii) the Total Ratable Credit Exposure plus the aggregate outstanding principal amount of all Bid Rate Loans shall not exceed the aggregate amount of the Ratable Loan Commitments. Subject to the limitations set forth herein, any amounts repaid in respect of Swingline Loans may be reborrowed.

(b)Swingline Borrowings.

(1)Notice of Borrowing. With respect to any Swingline Loan, Borrower shall give Swingline Lenders and Administrative Agent notice in writing which is received by Swingline Lenders and Administrative Agent not later than 2:00 p.m. (New York City time) on the proposed date of such Swingline Loan (and confirmed by telephone by such time), specifying (A) that a Swingline Loan is being requested, (B) the amount of such Swingline Loan, (C) the proposed date of such Swingline Loan, which shall be a Banking Day and (D) stating that no Default or Event of Default has occurred and is continuing both before and after giving effect to such Swingline Loan. Such notice shall be irrevocable.

(2)Minimum Amounts. Each Swingline Loan shall be at least Three Million Dollars ($3,000,000) and, or an integral multiple of One Million Dollars ($1,000,000).

(3)Repayment of Swingline Loans. Each Swingline Loan shall be due and payable on the earliest of (A) five (5) Banking Days from and including the date of such Swingline Loan or (B) the Ratable Loan Maturity Date. If, and to the extent, any Swingline Loans shall be outstanding on the date any Ratable Loan is advanced, such Swingline Loans shall first be repaid from the proceeds of such Ratable Loan prior to the disbursement of the same to Borrower. If, and to the extent, a Ratable Loan is not requested prior to the earliest of the Ratable Loan Maturity Date, the last calendar day of the month in which such Swingline Loan is made, or the end of the five (5) Banking Day period after such Swingline Loan was made, or unless Borrower shall have notified Administrative Agent and the Swingline Lenders prior to 1:00 p.m. (New York City time) on the third (3rd) Banking Day after such Swingline Loan was made that Borrower intends to reimburse Swingline Lender for the amount of such Swingline Loan with funds other than proceeds of the Ratable Loans, Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to Swingline Lenders. In addition, if (x) Borrower does not repay a Swingline Loan on or prior to the end of such five (5) Banking Day period, or (y) a Default or Event of Default shall have occurred during such five (5) Banking Day period, a Swingline Lender may, at any time, in its sole discretion, by written notice to Borrower and Administrative Agent, demand repayment of all Swingline Loans by way of a Ratable Loan, in which case Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to Swingline Lenders. Any Ratable Loan which is deemed requested by Borrower in accordance with this Section 2.03(b)(3) is hereinafter referred to as a “Mandatory Borrowing”. Each Bank hereby irrevocably agrees to make Ratable Loans promptly upon receipt of notice from a Swingline Lender or Administrative Agent of any such deemed request for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentences and on the date such notice is received by such Bank (or the next Banking Day if such notice is received after 12:00 p.m. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount of Ratable Loans otherwise required hereunder, (II) whether any conditions specified in Section 4.02 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure of any such deemed request for a Ratable Loan to be made by the time otherwise required in Section 2.05, (V) the date of such Mandatory Borrowing (provided that such date must be a Banking Day), or (VI) any termination of the Loan Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Bank shall be obligated to make Ratable Loans in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the applicable Swingline Loan was made by Swingline Lenders without receipt of a written notice of borrowing in the form specified in Section 2.03(b)(1) or after Administrative Agent has delivered a notice of Default or Event of Default which has not been rescinded.

(4)Purchase of Participations. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to Borrower), then each Ratable Loan Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payment received from Borrower on or after such date and prior to such purchase) from Swingline Lenders such participations in the outstanding Swingline Loans as shall be necessary to cause each such Ratable Loan Bank to share in such Swingline Loans ratably based upon its Pro Rata Share (determined before giving effect to any termination of the Loan Commitments), provided that (A) all interest payable on the Swingline

Loans with respect to any participation shall be for the account of Swingline Lenders until but excluding the day upon which the Mandatory Borrowing would otherwise have occurred, and (B) in the event of a delay between the day upon which the Mandatory Borrowing would otherwise have occurred and the time any purchase of a participation pursuant to this sentence is actually made, the purchasing Ratable Loan Bank shall be required to pay to Swingline Lenders interest on the principal amount of such participation for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to the Federal Funds Effective Rate, for the two (2) Banking Days after the date the Mandatory Borrowing would otherwise have occurred, and thereafter at a rate equal to the Base Rate. Notwithstanding the foregoing, no Ratable Loan Bank shall be obligated to purchase a participation in any Swingline Loan if a Default or an Event of Default then exists and such Swingline Loan was made by Swingline Lenders without receipt of a written notice of borrowing in the form specified in Section 2.03(b)(1) or after Administrative Agent has delivered a notice of Default or Event of Default which has not been rescinded.

(c)Interest Rate. Each Swingline Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Swingline Loan is made until the date it is repaid, at a rate per annum equal to the BaseAdjusted Floating Overnight Daily SOFR Rate plus the Applicable Margin for Base RateDaily SOFR Loans.

(d)Replacement and Resignation of Swingline Lender. Any Swingline Lender may be replaced at any time by written agreement among Borrower, Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. Administrative Agent shall notify the Ratable Loan Banks of any such replacement of a Swingline Lender. At the time any such replacement shall become effective, Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.03(c). From and after the effective date of any such replacement, (x) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders and all other Swingline Lenders, as the context shall require. After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. Subject to the appointment and acceptance by Administrative Agent and Borrower of a successor Swingline Lender, any Swingline Lender may resign as a Swingline Lender at any time upon thirty days’ prior written notice to Administrative Agent, Borrower and the Ratable Loan Banks, in which case, such Swingline Lender shall be replaced as provided above.

SECTION 2.04. Advances, Generally. The amount of each advance hereunder shall, subject to Section 2.13, be at least One Million Dollars ($1,000,000) (unless less than One Million Dollars ($1,000,000) is available for disbursement pursuant to the terms hereof at the time of any advance, in which case the amount of such advance shall be equal to such remaining availability) and in an integral multiple of One Hundred Thousand Dollars ($100,000). Additional restrictions on the amounts and timing of, and conditions to the making of, advances of Bid Rate Loans and Swingline Loans are set forth in Sections 2.02 and 2.03, respectively.

Each advance shall be subject, in addition to the limitations and conditions applicable to advances of the Loans generally, to Administrative Agent’s receipt, in accordance with the timing requirements of Section 2.05 with respect to requests for advances, a Notice of Borrowing.

SECTION 2.05. Procedures for Advances. In the case of advances of Ratable Loans and Term Loans, Borrower shall submit to Administrative Agent a Notice of Borrowing for each advance, stating the date of the Loan, the amount of the Loan, the type of Loan and, in the case of LIBORTerm SOFR Loans, the initial Interest Period for such LIBORTerm SOFR Loans, no later than (a) in the case of advances of Base Rate Loans and Daily SOFR Loans, 12:00 p.m. (New York time) on the date, in the case of advances of Base Rate Loans, which is the proposed date of such Base Rate Loan or Daily SOFR Loan, and, (b) in the case of advances of LIBOR Loans,Term SOFR Loans, 12:00 p.m. (New York time) on the date which is three (3) U.S. Government Securities Banking Days prior to the date such advance is to be made. In the case of advances of Bid Rate Loans, Borrower shall submit a Bid Rate Quote Request at the time specified in Section 2.02. In the case of advances of Swingline Loans, Borrower shall submit a notice of borrowing at the time specified in Section 2.03. Administrative Agent, upon its receipt of the Notice of Borrowing, will so notify the Ratable Loan Banks by facsimile. Not later than 11:30 a.m. (New York time) on the date of each advance (or 2:00 p.m. (New York time) in the case of a Base Rate Loan and a Daily SOFR Loan for which Borrower has made a Loan request on such date), each applicable Bank shall, through its Applicable Lending Office and subject to the conditions of this Agreement, make the amount to be advanced by it on such day available to Administrative Agent, at Administrative Agent’s Office and in immediately available funds for the account of Borrower. The amount so received by Administrative Agent shall, subject to the conditions of this Agreement, be made available to Borrower, in immediately available funds, by Administrative Agent to an account designated by Borrower.

SECTION 2.06. Interest Periods; Renewals. In the case of the LIBORTerm SOFR Loans, Borrower shall select an Interest Period in a Notice of Borrowing of any duration in accordance with the definition of Interest Period in Section 1.01, subject to the following limitations: (1) no Interest Period may extend beyond the applicable Maturity Date for that type of Loan; (2) if an Interest Period would end on a day which is not a U.S. Government Securities Banking Day, such Interest Period shall be extended to the next U.S. Government Securities Banking Day, unless such U.S. Government Securities Banking Day would fall in the next calendar month, in which event such Interest Period shall end on the immediately preceding U.S. Government Securities Banking Day; (3) only eight (8) discrete segments of a Ratable Loan Bank’s Ratable Loan bearing interest at a LIBOR Interest Ratebased upon SOFR for a designated Interest Period pursuant to a particular Election, Conversion or Continuation, may be outstanding at any one time (each such segment of each Ratable Loan Bank’s Ratable Loan corresponding to a proportionate segment of each of the other Ratable Loan Banks’ Ratable Loans) and (4) only five (5) discrete segments of a Term Loan Bank’s applicable Term Loans bearing interest at a LIBOR Interest Ratebased upon SOFR for a designated Interest Period pursuant to a particular Election, Conversion or Continuation, may be outstanding at any one time (each such segment of each Term Loan Bank’s applicable Term A-1 Loans and Term A-2 Loans corresponding to a proportionate segment of each of the other Term Loan Banks’ applicable Term A-1 Loans and Term A-2 Loans).

Upon notice to Administrative Agent as provided in Section 2.14, Borrower may Continue any LIBORSOFR Loan on the last day of the Interest Period of the same or different duration in accordance with the limitations provided above.

The parties understand that during a Leverage Pricing Period the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Banks by Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by Borrower) at the time it was delivered to Administrative Agent, and if the applicable interest rate or fees calculated for any period during a Leverage Pricing Period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be

automatically recalculated using correct Borrower Information. Administrative Agent shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and Borrower shall pay such additional interest or fees due to Administrative Agent, for the account of each Bank, within 5 Banking Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive for a period of one year following the termination of this Agreement, and this provision shall not in any way limit any of Administrative Agent’s, a Fronting Bank’s, or any Bank’s other rights under this Agreement.

SECTION 2.07. Interest. Borrower shall pay interest to Administrative Agent for the account of the applicable Bank, on the outstanding and unpaid principal amount of the Loans, at a rate per annum as follows: (1) for Base Rate Loans at a rate equal to the Base Rate plus the Applicable Margin; (2) for LIBOR Term SOFR Loans at a rate equal to Adjusted Term SOFR plus the Applicable Margin; (3) for Daily SOFR Loans at a rate equal to the applicable LIBOR InterestAdjusted Floating Overnight Daily SOFR Rate plus the Applicable Margin; and (34) for Bid Rate Loans at a rate equal to the applicable LIBORSOFR Bid Rate. Any principal amount not paid when due (when scheduled, at acceleration or otherwise) shall bear interest thereafter, payable on demand, at the Default Rate and, with respect to any other Obligation that is not paid when due (when scheduled, at acceleration or otherwise), shall bear interest thereafter, payable on demand, at the Default Rate applicable to Base Rate Loans.

The interest rate on Base Rate Loans and Daily SOFR Loans shall change when the Base Rate or Adjusted Floating Overnight Daily SOFR Rate, as applicable, changes. Interest on Base Rate Loans, LIBORTerm SOFR Loans, Daily SOFR Loans and Bid Rate Loans shall not exceed the maximum amount permitted under applicable law. Interest shall be calculated for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days, except interest on Base Rate Loans shall be computed on the basis of a year of 365 or 366 days, as applicable.

Accrued interest shall be due and payable in arrears, (x) in the case of Base Rate Loans, on the first Banking Day of each calendar month and, (y) in the case of both LIBORTerm SOFR Loans and Bid Rate Loans, at the expiration of the Interest Period applicable thereto, but no less frequently than once every three (3) months determined on the basis of the first (1^st) day of the Interest Period applicable to the Loan in question and (z) in the case of Daily SOFR Loans, on the fifth (5th) U.S. Government Securities Banking Day of each calendar month for the preceding calendar month; provided, however, that interest accruing at the Default Rate shall be due and payable on demand.

SECTION 2.08. Fees.

(a)Borrower shall, commencing as of the Closing Date, pay to Administrative Agent for the account of each Ratable Loan Bank a facility fee computed, on the daily Ratable Loan Commitment of such Bank, by multiplying the aggregate Ratable Loan Commitments on such day by an amount equal to the daily Facility Fee, calculated on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed. The accrued facility fee shall be due and payable in arrears on the first Banking Day of January, April, July and October of each year, commencing on the first such date after the Closing Date, and upon the Ratable Loan Maturity Date (as may be accelerated) or earlier termination of the Ratable Loan Commitments.

(b)Borrower shall, commencing on the 91^st day following the Closing Date, pay to Administrative Agent for the account of each Term A-1 Bank an unused fee equal to the product, computed on a daily basis, of (x) the unused portion of the Total Term A-1 Loan Commitment then in effect and (y) the per annum rate of 0.150%, calculated on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed. The accrued unused fee shall be due and payable in arrears on the first Banking Day of January, April, July and October of each year, commencing on the first such date after the

91^st day following the Closing Date, and upon the Final Term A-1 Loan Availability Date (as may be accelerated) or earlier termination of the Term A-1 Loan Commitments.

(c)Borrower shall, commencing on the 91^st day following the Closing Date, pay to Administrative Agent for the account of each Term A-2 Bank an unused fee equal to the product, computed on a daily basis, of (x) the unused portion of the Total Term A-2 Loan Commitment then in effect and (y) the per annum rate of 0.150%, calculated on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed. The accrued unused fee shall be due and payable in arrears on the first Banking Day of January, April, July and October of each year, commencing on the first such date after the 91^st day following the Closing Date, and upon the Final Term A-2 Loan Availability Date (as may be accelerated) or earlier termination of the Term A-2 Loan Commitments.

SECTION 2.09. Notes; Due at Maturity. At the request of a Ratable Loan Bank, any Ratable Loans made by such Ratable Loan Bank under this Agreement shall be evidenced by a promissory note of Borrower in the form of EXHIBIT B-1 duly completed and executed by Borrower, in a principal amount equal to such Ratable Loan Bank’s Ratable Loan Commitment, payable to such Ratable Loan Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). At the request of any Bank, any Bid Rate Loans made by such Bank under this Agreement shall be evidenced by a promissory note of Borrower substantially in the form of EXHIBIT B-2, duly completed and executed by Borrower, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). At the request of a Term Loan Bank, the tranche of Term Loans made by such Term Loan Bank under this Agreement shall be evidenced by a promissory note of Borrower in the form of EXHIBIT B-3 duly completed and executed by Borrower, in a principal amount equal to such Term Loan Bank’s Term A-1 Loan Commitment or Term A-2 Loan Commiment, as applicable, payable to such Term Loan Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Term Loan Note”). A particular Bank’s Ratable Loan Note, Term Loan Note and Bid Rate Loan Note are referred to individually or collectively in this Agreement, as the context may require, as such Bank’s “Note”; all such Ratable Loan Notes, Term Loan Notes and Bid Rate Loan Notes are referred to collectively in this Agreement as the “Notes”.

The Ratable Loans shall mature, and all outstanding principal and accrued interest and Obligations in respect thereof shall be paid in full, on the Ratable Loan Maturity Date, or, in the case of Swingline Loans, in accordance with Section 2.03, in either case as the same may be accelerated in accordance with this Agreement. The outstanding principal amount of each Bid Rate Loan evidenced by each Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Ratable Loan Maturity Date, as the same may be accelerated in accordance with this Agreement. The Term A-1 Loans shall mature, and all outstanding principal and accrued interest and Obligations in respect thereof shall be paid in full, on the Term A-1 Loan Maturity Date, or as the same may be accelerated in accordance with this Agreement. The Term A-2 Loans shall mature, and all outstanding principal and accrued interest and other Obligations in respect thereof shall be paid in full, on the Term A-2 Loan Maturity Date, as the same may be accelerated in accordance with this Agreement.

The date, amount, interest rate, type and duration of Interest Periods (if applicable) of each Loan made by each Bank to Borrower, and each payment made on account of the principal thereof, shall be evidenced by one or more accounts or records maintained by such Bank and by Administrative Agent in

the ordinary course of business. The accounts or records maintained by Administrative Agent and each Bank shall be conclusive absent manifest error. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Bank and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error.

In connection with a Refinancing Mortgage, Borrower shall deliver to Administrative Agent, a mortgage note, payable to Administrative Agent for the account of the applicable Banks receiving the benefit of, and which shall be secured by, the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by Borrower, subject to Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all of such mortgage notes, as the context may require.

SECTION 2.10. Prepayments.

(a)Without prepayment premium or penalty (other than any applicable Prepayment Premium) but subject to Section 3.05, Borrower may, upon same Banking Day’s notice to Administrative Agent in the case of the Base Rate Loans, upon at least one (1) U.S. Government Securities Banking Day’s notice to the Administrative Agent in the case of Daily SOFR Loans, and at least three (3) U.S. Government Securities Banking Days’ notice to Administrative Agent in the case of LIBORTerm SOFR Loans, which notice shall have been received not later than 11:00 a.m. (New York time) on such applicable date, prepay in whole or in part the Ratable Loans or any of the Term Loans; provided, that (1) any partial prepayment under the foregoing shall be in integral multiples of One Million Dollars ($1,000,000) and (2) each prepayment under the foregoing shall include, at Administrative Agent’s option, all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Borrower shall have the right to prepay Bid Rate Loans only if so provided in the Bid Rate Quote Request, and otherwise with the consent of the Ratable Loan Bank or the Designated Lender that funded the Bid Rate Loan that Borrower desires to prepay. Borrower may, from time to time on any Banking Day so long as prior notice is given to Administrative Agent and Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which Borrower intends to make such prepayment, prepay any Swingline Loans in whole or in part in amounts aggregating at least One Hundred Thousand Dollars ($100,000), and in an integral multiple of One Hundred Thousand Dollars ($100,000) (or, if less, the aggregate outstanding principal amount of all Swingline Loans then outstanding) by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment by initiating a wire transfer of the principal and interest on the Swingline Loans no later than 1:00 P.M. (New York City time) on such day and Borrower shall deliver a federal reference number evidencing such wire transfer to Administrative Agent as soon as available thereafter on such day.

(b)Notwithstanding the foregoing, to the extent that Borrower makes a prepayment of principal of all or any portion of the Term A-2 Loans (whether voluntary or otherwise) prior to the second anniversary of the Closing Date, Borrower shall pay to Administrative Agent, for the ratable account of the Term A-2 Banks, a prepayment premium (the “Prepayment Premium”) equal to the percentage of the principal amount so prepaid set forth in the following table corresponding to the period during which such prepayment is made. Such fee shall be due and payable on the date of any such prepayment:

Period	Prepayment Premium
After Closing Date and prior to the 1-year anniversary of the Closing Date	2.0%

On or after the 1-year anniversary of the Closing Date and prior to the 2-year anniversary of the Closing Date

1.0%

The Loan Parties and the Term A-2 Banks expressly agree as follows:

(x)(A)All amounts payable pursuant to this Section 2.10 are reasonable and are the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) all such amounts shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Banks and the Loan Parties giving specific consideration in this transaction for such agreement to pay all such amounts; (D) the Loan Parties, Administrative Agent and the Term A-2 Banks shall be estopped hereafter from claiming differently than as agreed to herein; (E) their agreement to pay all such amounts is a material inducement to the Banks to make the Loans, and (F) such amounts represents a good faith, reasonable estimate and calculation of the lost profits or damages of Administrative Agent and the Term A-2 Banks and it would be impractical and extremely difficult to ascertain the ac