Form 8-K QTS Realty Trust, Inc. For: Oct 18

Exhibit 10.1

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF OCTOBER 18, 2019

BY AND AMONG

QUALITYTECH, LP,

AS BORROWER

AND

KEYBANK NATIONAL ASSOCIATION,

THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT

AND

OTHER LENDERS THAT MAY BECOME

PARTIES TO THIS AGREEMENT,

KEYBANK NATIONAL ASSOCIATION,

AS AGENT,

AND

BANK OF AMERICA, N.A.,

REGIONS BANK,

AND

TD SECURITIES (USA) LLC,

AS CO-SYNDICATION AGENTS,

AND

BMO HARRIS BANK, N.A.,

CAPITAL ONE, NATIONAL ASSOCIATION

PNC BANK, NATIONAL ASSOCIATION,

SUNTRUST BANK,

AS CO-DOCUMENTATION AGENTS,

AND

KEYBANC CAPITAL MARKETS, INC.,

BOFA SECURITIES, INC.,

REGIONS CAPITAL MARKETS,

AND

TD SECURITIES (USA) LLC,

AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS,

WITH RESPECT TO THE REVOLVING CREDIT LOANS,

TERM LOANS A AND TERM LOANS B,

AND

KEYBANC CAPITAL MARKETS, INC.,

REGIONS CAPITAL MARKETS, SUNTRUST ROBINSON HUMPHREY, INC.

AND

TD SECURITIES (USA) LLC,

AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS,

AND

SUNTRUST BANK,

AS CO-SYNDICATION AGENT,

WITH RESPECT TO TERM LOANS C

TABLE OF CONTENTS

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of the 18th day of October, 2019, by and among QUALITYTECH, LP, a Delaware limited partnership (“QTLP” or the “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §18 (together with KeyBank, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”), KEYBANC CAPITAL MARKETS, INC., BOFA SECURITIES, INC. and TD SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners with respect to the Revolving Credit Loans,  Term Loans A and Term Loans B, KEYBANC CAPITAL MARKETS, INC., REGIONS CAPITAL MARKETS, SUNTRUST ROBINSON HUMPHREY, INC. and TD SECURITIES (USA) LLC as Joint Lead Arrangers and Joint Bookrunners with respect to the Term Loans C (collectively, the “Joint Lead Arrangers and Bookrunners”), and BANK OF AMERICA, N.A., REGIONS BANK, and TD SECURITIES (USA) LLC, as Co-Syndication Agents, and SUNTRUST BANK, as Co-Syndication Agent with respect to Term Loans C.

R E C I T A L S

WHEREAS, the Borrower, KeyBank, individually and as administrative agent, and the other parties thereto have entered into that certain Sixth Amended and Restated Credit Agreement dated as of November 30, 2018, as amended by that certain First Amendment to Sixth Amended and Restated Credit Agreement entered into as of March 29, 2019 and to be effective as of February 26, 2019 (collectively, the “Sixth Amended and Restated Credit Agreement”); and

WHEREAS, the parties desire to enter into this Agreement to amend and restate the Sixth Amended and Restated Credit Agreement in its entirety;

NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto hereby covenant and agree and amend and restate as follows:

§1.       DEFINITIONS AND RULES OF INTERPRETATION.

§1.1     Definitions.  The following terms shall have the meanings set forth in this §l or elsewhere in the provisions of this Agreement referred to below:

1025 Jefferson Property.  All that certain property located at 1025 Jefferson Street, NW, Atlanta, Georgia 30318.

Absolute Rate Bid.  See §2.1(c)(ii).

Additional Commitment Request Notice.  See §2.11(b).

Additional Subsidiary Guarantor.  Each additional Subsidiary of Parent Company which becomes a Guarantor pursuant to §5.3.

Adjusted Consolidated EBITDA.  On any date of determination, (a) the Consolidated EBITDA for the prior two (2) fiscal quarters most recently ended, multiplied by two (2), less (b) the Capital Reserve.

Adjusted Net Operating Income.  On any date of determination, (a) the Net Operating Income for the prior two (2) fiscal quarters most recently ended, multiplied by two (2), less (b) the Capital Reserve.

Affiliate.  An Affiliate, as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, that Person or any Person who has a direct familial relationship by blood, marriage, or otherwise with the Borrower or any Affiliate of either of them.  For purposes of this definition, “control” (including, with correlative meanings, the terms “control”, “controlling”, “controlled by” and “under common control with”), as applied to any Person, means (a) the possession, directly or indirectly, of the power to vote twenty-five percent (25%) or more of the stock, shares, voting trust certificates, beneficial interest, partnership interests, member interests or other interests having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, or (b) the ownership of (i) a general partnership interest, (ii) a managing member’s or manager’s interest in a limited liability company or an Approved Foreign Entity, or (iii) a limited partnership interest or preferred stock (or other ownership interest) representing twenty-five percent (25%) or more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person.

Agent.  KeyBank National Association, acting as administrative agent for the Lenders, and its successors and assigns.

Agent’s Head Office.  With respect to any currency, the Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other location with respect to any currency as the Agent may designate from time to time by notice to the Borrower and the Lenders.

Agent’s Special Counsel.  Dentons US LLP or such other counsel as selected by Agent.

Agreement.  This Seventh Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto.

Agreement Regarding Fees.  See §4.2.

Alternate Rate.  For any day, for any Alternative Currency, the sum of (a) a rate per annum quoted or established as the “prime rate” appearing on a nationally recognized screen (or if no such screen is available a similar rate quoted by a nationally recognized bank) as determined by the Agent in its reasonable discretion, in consultation with the Borrower and based on market conditions, reflecting the cost to the Lenders of obtaining funds in such Alternative Currency, plus (b) the Applicable Margin for LIBOR Rate Loans.  When used in reference to any Loan, “Alternate Rate” refers to whether such Loan is bearing interest at a rate determined by reference to the Alternate Rate.

Alternative Currency.  At any time, any of Euro, Sterling, Canadian Dollar, and Australian Dollar, so long as, in each such case, at such time (i) such Currency is dealt with in the London interbank deposit market or, in the case of Canadian Dollars or Australian Dollars, the relevant local market for obtaining quotations, (ii) such Currency is readily available to all Lenders and freely transferable and convertible into Dollars in the London foreign exchange market, (iii) the LIBOR Rate can be calculated therefor as provided in the definition thereof for such Currency for an Interest Period of one month or such other Interest Period selected by the Borrower pursuant to and in accordance with the terms of this Agreement (as reasonably determined by the Agent), and (iv) no central bank or other governmental authorization in the country of issue of such Currency is required to permit use of such Currency by any Lender for making any Loan hereunder and/or to permit the Borrower to borrow and repay the principal thereof and to pay the interest thereon, unless such authorization has been obtained and is in full force and effect.

Alternative Currency Equivalent.  At any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as reasonably determined by the Agent at such time on the basis of the Spot Rate (determined on the relevant Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Alternative Currency Lending Office.  Initially, the office of each Alternative Currency/Dollar Revolving Credit Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, that will be making or maintaining Alternative Currency/Dollar Revolving Credit Loans in the Alternative Currency.  Such office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.

Alternative Currency/Dollar Revolving Credit Commitment.  With respect to each Alternative Currency/Dollar Revolving Credit Lender, the amount set forth on Schedule 1.1 hereto as the amount of such Alternative Currency/Dollar Revolving Credit Lender’s Alternative Currency/Dollar Revolving Credit Commitment to make or maintain Alternative Currency/Dollar Revolving Credit Loans to the Borrower in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which does not exceed the Dollar amount set forth on Schedule 1.1 hereto or as set forth in the applicable Assignment and Acceptance Agreement, as the same may be changed from time to time in accordance with the terms of this Agreement.  The Alternative Currency/Dollar Revolving Credit Commitment shall not include any obligation to participate in Letters of Credit or in Swing Loans.

Alternative Currency/Dollar Revolving Credit Commitment Percentage.  With respect to each Alternative Currency/Dollar Revolving Credit Lender, the percentage set forth on Schedule 1.1 hereto as such Alternative Currency/Dollar Revolving Credit Lender’s percentage of the Total Alternative Currency/Dollar Revolving Credit Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the Alternative Currency/Dollar Revolving Credit Commitments of all of the Alternative Currency/Dollar Revolving Credit Lenders have been terminated as provided in this Agreement, then the Alternative Currency/Dollar Revolving Credit Commitment Percentage of each Alternative Currency/Dollar Revolving Credit Lender shall be determined based on the Alternative Currency/Dollar Revolving Credit Commitment Percentage of such Alternative Currency/Dollar Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

Alternative Currency/Dollar Revolving Credit Lenders.  Collectively, the Lenders which have an Alternative Currency/Dollar Revolving Credit Commitment, or if the Alternative Currency/Dollar Revolving Credit Commitments have terminated or expired, any Lender that has an Alternative Currency/Dollar Revolving Credit Loan.  The initial Alternative Currency/Dollar Revolving Credit Lenders are identified on Schedule 1.1 hereto.

Alternative Currency/Dollar Revolving Credit Loan or Loans.  An individual Alternative Currency/Dollar Revolving Credit Loan or the aggregate Alternative Currency/Dollar Revolving Credit Loans, as the case may be, in the maximum principal amount of $300,000,000.00 to be made by the Alternative Currency/Dollar Revolving Credit Lenders hereunder as more particularly described in §2.1(a)(ii).  Alternative Currency/Dollar Revolving Credit Loans shall be funded in the Alternative Currency or Dollars, Alternative Currency/Dollar Revolving Credit Loans shall not include Loans made pursuant to §2.10(f).

Applicable Law.  Collectively, all international, non-U.S., Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes 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.

Applicable Time.  With respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Agent to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

Approved Foreign Country.  Any country other than the United States of America containing an International Investment that Agent has approved to become part of the Unencumbered Asset Pool.

Approved Foreign Entity.  Any Foreign Subsidiary that is requested by Borrower to become an Additional Subsidiary Guarantor hereunder, and Agent has received adequate assurances reasonably acceptable to Agent of such Foreign Subsidiary’s ability and authority to enter into a guaranty of the Obligations and of the enforceability and collectability of such guaranty (including, any judgment arising from such guaranty) against any such Foreign Subsidiary in its jurisdiction of organization, the jurisdiction in which such International Investment is located and such other jurisdictions as the Agent may reasonably require.

Approved Foreign Guaranty.  See §5.3.

Assignment and Acceptance Agreement.  See §18.1.

Australian Dollar or AUD.  The lawful currency of Australia.

Authorized Officer.  Any of the following Persons:  Shirley Goza, Dale Garlitz, Jeff Berson, Bill Schafer or Chad L. Williams and such other Persons as the Borrower shall designate in a written notice to Agent.

Automatic Alternative Currency Conversion Date.  Any date on which the Automatic Alternative Currency Conversion Trigger shall have occurred.

Automatic Alternative Currency Conversion Trigger.  Either (a) the occurrence of an Event of Default under §12.1(h), (i), or (j), or (b) the Revolving Credit Commitment shall have been terminated prior to the Revolving Credit Maturity Date, and/or the Loans shall have been declared immediately due and payable, in either case pursuant to §12.

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

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

Balance Sheet Date.  June 30, 2019.

Bankruptcy Code.  Title 11, U.S.C.A., as amended from time to time or any successor statute thereto.

Base Rate.  The greatest of (a) the fluctuating annual rate of interest announced from time to time by the Agent at the Agent’s Head Office as its “prime rate,” (b) one‑half of one percent (0.5%) above the Federal Funds Effective Rate, or (c) the applicable LIBOR for a one month interest period plus one percent (1.0%) per annum.  The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer.  Any change in the rate of interest payable hereunder resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate becomes effective, without notice or demand of any kind.

Base Rate Loans.  Collectively, the Revolving Credit Base Rate Loans, the Term Base Rate Loans and the Swing Loans bearing interest calculated by reference to the Base Rate.  All Base Rate Loans shall be denominated in Dollars.

BBSY Rate.  For any Interest Period with respect to LIBOR Rate Loans denominated in Australian Dollars, the average bid reference rate administered by the Australian Financial Markets Association (or any other Person which takes over the administration of that rate) for deposits in Australian Dollar and having a maturity approximately equal to the requested Interest Period displayed on page BBSY of the Reuters screen (or any successor service, or if such Person no longer reports such rate as determined by the Agent, by another commercially available source providing such quotations approved by the Agent) at approximately 11:00 a.m. (Sydney, Australia time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period, adjusted for reserves and taxes if required by future regulations.  In no event shall the BBSY Rate be less than zero.

Beneficial Ownership Certification. As to Borrower, a certification regarding beneficial ownership required by the Beneficial Ownership Regulation which is otherwise in form and substance satisfactory to the Agent or any Lender requesting the same.

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

BHC Act Affiliate. With respect to any Person, means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person.

Bid Loan.  See §2.1(c)(i).

Bid Loan Borrowing.  See §2.1(c)(i).

Bid Loan Lender.  A U.S. Dollar Revolving Credit Lender who has made a Bid Loan to Borrower.

Bid Loan Note.  See §2.1(c)(ii)(6).

Bid Loan Quote.  See §2.1(c)(ii)(2).

Bid Loan Quote Request.  See §2.1(c)(ii)(1).

Bid Loan Sublimit.  An amount equal to fifty percent (50%) of the Total U.S. Dollar Revolving Credit Commitment.  The Bid Loan Sublimit is part of, and not in addition to, the Total U.S. Dollar Revolving Credit Commitment.

Bond Subordinate Debt.  All amounts loaned to the DAFC and which are subject to the Bond Subordination and Standstill Agreement.

Bond Subordination and Standstill Agreement.  The Third Amended and Restated Subordination and Standstill Agreement dated as of even date herewith, by and between QAE Acquisition Company, LLC, a Georgia limited liability company, and Agent, which relate to the Bond Subordinate Debt, as the same may be modified or amended.

Borrower.  As stated in the preamble hereto.

Breakage Costs.  The cost to any Lender of re-employing funds bearing interest at LIBOR incurred (or reasonably expected to be incurred) in connection with (i) any payment of any portion of the Loans bearing interest at LIBOR prior to the termination of any applicable Interest Period, (ii) the conversion of a LIBOR Rate Loan to any other applicable interest rate on a date other than the last day of the relevant Interest Period, or (iii) the failure of the Borrower to draw down, on the first day of the applicable Interest Period, any amount as to which the Borrower has elected a LIBOR Rate Loan, in each case, regardless of whether such LIBOR Rate Loans are denominated in Dollars or an Alternative Currency.  The maximum Breakage Cost will not exceed the positive difference between the existing LIBOR rate for the LIBOR Rate Loan being paid, converted or failed to be drawn down, if higher, and the then current LIBOR rate for LIBOR Rate Loans on such date for a similar Interest Period multiplied by the amount being repaid times the number of days remaining in the existing LIBOR rate divided by 365.

Building.  With respect to each parcel of Real Estate, all of the buildings, structures and improvements now or hereafter located thereon.

Business Day.  Any day on which banking institutions located in the same city and State as the Agent’s Head Office are located are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day.

Canadian CDOR Rate. For any Interest Period with respect to LIBOR Rate Loans denominated in Canadian Dollars, the rate determined by the Agent by reference to the average rate quoted on the Reuters screen (page CDOR, or such other page as may replace such page on such screen for the purpose of displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances) applicable to Canadian Dollars bankers’ acceptances with a term comparable to such Interest Period as of 10:00 a.m. (Toronto, Canada time) on the first day of such Interest Period (or, if such first day is not a Business Day, then at 10:00 a.m. Toronto, Canada time on the immediately preceding Business Day), adjusted for reserves and taxes if required by future regulations.  If for any reason the Reuters Monitor Screen rates are unavailable, the Canadian CDOR Rate, in respect of any Interest Period applicable to a LIBOR Loan, shall be determined from such financial reporting service as the Agent shall reasonably determine as of 10:00 a.m. (Toronto, Canada time) on the first day of such Interest Period (or, if such first day is not a Business Day, then at 10:00 a.m. Toronto, Canada time on the immediately preceding Business Day) and reported to the Borrower from time to time.  In no event shall the Canadian CDOR Rate be less than zero.

Canadian Dollar or CAD.  The lawful currency of Canada.

Capital Reserve.  For any period and with respect to any improved portion of a Stabilized Property, an amount equal to $0.25 multiplied by the total raised square footage of the Buildings in such Real Estate. If the term Capital Reserve is used without reference to any specific Real Estate, then the amount shall be determined on a pro rata aggregate basis with respect to all Real Estate of the Borrower and its Subsidiaries and a proportionate share of all Real Estate of all Unconsolidated Affiliates of Parent Company. The Capital Reserve shall be calculated based on the total raised square footage of the Buildings owned (or ground leased) at the end of each fiscal quarter, less the total raised square footage of unoccupied space held for development or redevelopment.

Capitalization Rate.

(a)        With respect to any Stabilized Property owned or leased pursuant to a Ground Lease by Borrower or any of its Subsidiaries, an amount equal to seven and one-half percent (7.50%) (the “Primary Capitalization Rate”).

(b)        (i) with respect to any Stabilized Property of Borrower or any of its Subsidiaries that is a Leased Property with a remaining lease term of greater or equal to ten (10) years (including available extension options that are at Borrower’s sole discretion), an amount equal to nine and three-quarter percent (9.75%), or (ii) with respect to any Stabilized Property of Borrower or any of its Subsidiaries that is a Leased Property with a remaining lease term of less than ten (10) years (including available extension options that are at Borrower’s sole discretion), an amount (expressed as a percentage) equal to (a) one (1), divided by (b) the balance of the remaining lease term in years and months rounded down to the next full calendar month (e.g., five years, six months and five days of remaining lease term would be equal to 5.5) minus one (1) ((i) or (ii), as applicable,

being the “Leased Property Capitalization Rate”). For the avoidance of doubt, the Leased Property Capitalization Rate shall never be less than zero.

(c)        With respect to any Data Center Property being managed by the Parent Company or any of its Subsidiaries for an unaffiliated third party under a CFM Agreement acceptable to the Agent in its reasonable discretion, an amount equal to twenty percent (20.0%) (the “CFM Capitalization Rate”).

Capitalized Lease.  Any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations of the lessee or the obligor are required to be capitalized on the balance sheet of such Person in accordance with GAAP.

Capitalized Lease Obligations.  With respect to any Person, the obligations of such Person to pay rent or other amounts under any Capitalized Lease the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP, and the final maturity of such obligations shall be the date of the last payment of such amounts due under such capital lease (or other arrangement) prior to the first date on which such capital lease (or other arrangement) may be terminated by the lessee without payment of a premium or a penalty.

Cash Collateralize.  To pledge and deposit with or deliver to the Agent, for the benefit of the Agent, the Issuing Lender, the Swing Loan Lender, or the U.S. Dollar Revolving Credit Lenders (as applicable), as collateral for the Letter of Credit Liabilities, Swing Loans or obligations of the Revolving Credit Lenders to fund participations in respect of either thereof (as the context may require), cash or, if the Issuing Lender or Swing Loan Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Agent and (b) the Issuing Lender or Swing Loan Lender, as applicable. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

Cash Equivalents.  As of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from such date; (ii) demand deposits, time deposits and certificates of deposits having maturities of not more than one year from such date and issued by any domestic commercial bank having, (A) senior long term unsecured debt rated at least A‑ or the equivalent thereof by S&P or A3 or the equivalent thereof by Moody’s and (B) capital and surplus in excess of $100,000,000.00; (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120) days from such date; and (iv) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least AAA or the equivalent thereof by Moody’s.

CERCLA.  The federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder.

CFM Agreement.  Any agreement pursuant to which a Subsidiary of Parent Company provides CFM Services to any third party that is not an Affiliate of Borrower, provided any such CFM Agreement shall be subject to the approval of Agent, which shall not be unreasonably withheld, conditioned or delayed.

CFM Cash Flow.  For each Data Center Property being managed by the Parent Company or any of its Subsidiaries for an unaffiliated third party under a CFM Agreement, the gross revenue recognized by the Parent Company and its Subsidiaries less the direct costs accrued by the Parent Company and its Subsidiaries in providing such CFM Services (but not less than zero) for the prior two (2) fiscal quarters multiplied by two (2).

CFM Services.  Critical facilities management services provided by a Subsidiary of Parent Company to a third party that owns a Data Center Property, which services are similar to those provided to Data Center Properties owned or leased by Subsidiaries of Borrower under management agreements.

Change of Control.  A Change of Control shall exist upon the occurrence of any of the following:

(a)        Any Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder), other than Chad L. Williams, his controlled Affiliates, and Permitted Transferees, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock or voting interests shall have different voting powers) of the voting stock or voting interests of REIT equal to at least thirty percent (30.0%); or

(b)        As of any date a majority of the Board of Directors or Trustees or similar body (the “REIT Board”) of REIT consists of individuals who were not either (i) directors or trustees of REIT as of the corresponding date of the previous year, or (ii) whose election or nomination to become directors or trustees was approved by the REIT Board, a majority of which consisted of individuals described in clause (b)(i) above, or (iii) whose election or nomination to become directors or trustees was approved by the REIT Board a majority of which consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii) above; or

(c)        REIT shall fail to be the sole general partner of the Borrower, shall fail to own such general partnership interest in the Borrower free of any Lien (other than Liens permitted by §8.2(i)), or shall fail to control the management and policies of the Borrower, or shall, together with Chad L. Williams and his Permitted Transferees, cease to own and control, directly or indirectly, at least eighty percent (80%) of the outstanding partnership interests of QTLP; or

(d)        The financial results of the Borrower and its Subsidiaries shall fail to be Consolidated with the accounts of REIT; or

(e)        The Borrower or any Guarantor consolidates with, is acquired by, or merges into or with any Person (other than as permitted by §8.4).

For the avoidance of doubt, the term “Change of Control” does not include, and shall not be deemed to occur as a result of, so long as any class of shares in REIT are traded on a nationally recognized securities exchange, the issuance, trading, and redemption of the Equity Interests in REIT, except as expressly set forth in sub-paragraph (a) above of this definition.

Chicago Property.  All that certain property located at 2800 S. Ashland Ave., Chicago, Illinois 60608.

Closing Date.  The date of this Agreement.

Code.  The Internal Revenue Code of 1986, as amended, and all regulations and formal guidance issued thereunder.

Commitment.  With respect to each Lender, the aggregate of (a) the U.S. Dollar Revolving Credit Commitment of such Lender, (b) the Alternative Currency/Dollar Revolving Credit Commitment of such Lender, (c) the Term Loan A Commitment of such Lender, (d) the Term Loan B Commitment of such Lender and (e) the Term Loan C Commitment of such Lender.

Commitment Increase.  An increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment and/or Total Term Loan C Commitment to an aggregate Total Commitment of not more than $2,200,000,000.00 in the aggregate pursuant to §2.11.

Commitment Percentage.  With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if all or any portion of the Commitments of the Lenders have been terminated as provided in this Agreement, then the Commitment Percentage of each Lender shall be determined based on the Commitment Percentage of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

Commodity Exchange Act.  The Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.

Compliance Certificate.  See §7.4(c).

Consolidated.  With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

Consolidated EBITDA.  With respect to any period, an amount equal to the EBITDA of Parent Company and its Subsidiaries for such period determined on a Consolidated basis.

Consolidated Fixed Charges.  For any period, the sum of (i) Consolidated Interest Expense for such period, plus (ii) all regularly scheduled principal payments made with respect to Indebtedness of Parent Company and its Subsidiaries during such period, other than any balloon or bullet payments necessary to repay maturing debt in full, plus (iii) all Preferred Distributions paid during such period.  Parent Company’s pro rata share of the fixed charges (the sum of (i), (ii), and (iii) in the preceding sentence) of Unconsolidated Affiliates of Parent Company shall be included in determination of Consolidated Fixed Charges.

Consolidated Interest Expense.  For any period, without duplication, (a) the total Interest Expense of Parent Company and its Subsidiaries determined on a consolidated basis, plus

(b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

Consolidated Tangible Net Worth.  The amount by which Gross Asset Value exceeds Consolidated Total Indebtedness.

Consolidated Total Indebtedness.  All Indebtedness of Parent Company and its Subsidiaries determined on a consolidated basis and shall include (without duplication) such Person’s Equity Percentage of the Indebtedness of its Unconsolidated Affiliates.

Consolidated Total Unsecured Debt.  As of any date of determination, all Unsecured Debt of Parent Company and its Subsidiaries determined on a consolidated basis and shall include (without duplication) such Person’s Equity Percentage of the Unsecured Debt of its Unconsolidated Affiliates.

Contribution Agreement.  That certain Seventh Amended and Restated Contribution Agreement dated of even date herewith among the Borrower, the Guarantors a party thereto and each Additional Subsidiary Guarantor which may hereafter become a party thereto, as the same may be modified, amended or ratified from time to time.

Conversion/Continuation Request.  A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with §4.1.

Covered Entity.  Any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

Covered Party.  See §39.

Credit Rating.  As of any date of determination, the higher of the credit ratings (or their equivalents) then assigned to Borrower’s long-term senior unsecured non-credit enhanced debt by any of the Rating Agencies.  A credit rating of BBB- from S&P or Fitch is equivalent to a credit rating of Baa3 from Moody’s and vice versa.  A credit rating of BBB from S&P or Fitch is equivalent to a credit rating of Baa2 from Moody’s and vice versa.  A credit rating of BBB+ from S&P or Fitch is equivalent to a credit rating of Baa1 by Moody’s and vice versa.  A credit rating of A- from S&P or Fitch is equivalent to a credit rating of A3 from Moody’s and vice versa.  It is the intention of the parties that if the Borrower shall only obtain a credit rating from one of the Rating Agencies without seeking a credit rating from the other Rating Agencies, the Borrower shall be entitled to the benefit of the Credit Rating Level for such credit rating.  If the Borrower shall have obtained a credit rating from more than one of the Rating Agencies, the higher of the  ratings shall control, provided that the lower rating for such Person is only one level below that of the higher rating.  If the lower rating for such Person is more than one level below that of the higher credit rating for such Person, the operative rating would be deemed to be one rating level lower than the higher of the two ratings.  In the event that Borrower shall have obtained a credit rating from any of the Rating Agencies and shall thereafter lose such rating or ratings (whether as a result of withdrawal, suspension, election to not obtain a rating, or otherwise) from such Rating Agencies and as a result does not have a credit rating from any Rating Agency, or if the only credit rating the REIT

or Borrower shall have is provided by Fitch, Borrower shall be deemed for the purposes hereof not to have a credit rating.  Notwithstanding anything to the contrary contained herein, if at any time none of the Rating Agencies shall perform the functions of a securities rating agency, then the Borrower and the Agent shall promptly negotiate in good faith to agree upon a substitute rating agency (and to correlate the system of ratings of such substitute rating agency with that of the rating agency being replaced), and pending such amendment, the Credit Rating of any Rating Agency in effect immediately prior to such time, shall continue to apply, provided that the designation of such replacement agency and such amendment are completed within thirty (30) days of such event, and if not so completed within such thirty (30) day period, Credit Rating Level 5 shall be the applicable Credit Rating Level until such time as Borrower obtains a Credit Rating from a Rating Agency.

Credit Rating Level.  One of the following five pricing levels, as applicable, and provided, further, that, from and after the time that Agent receives written notice that Borrower has first obtained an Investment Grade Rating from (i) S&P or Moody’s, or (ii) a combination of Fitch and S&P or Moody’s, during any period that Borrower has no Credit Rating Level, Credit Rating Level 5 shall be the applicable Credit Rating Level:

“Credit Rating Level 1” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to A- by S&P, A3 by Moody’s or A- by Fitch;

“Credit Rating Level 2” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to BBB+ by S&P, Baa1 by Moody’s or BBB+ by Fitch and Credit Rating Level 1 is not applicable;

“Credit Rating Level 3” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to BBB by S&P, Baa2 by Moody’s or BBB by Fitch and Credit Rating Levels 1 and 2 are not applicable;

“Credit Rating Level 4” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to BBB- by S&P, Baa3 by Moody’s or BBB- by Fitch and Credit Rating Levels 1, 2 and 3 are not applicable; and

“Credit Rating Level 5” means the Credit Rating Level which would be applicable for so long as the Credit Rating is less than BBB- by S&P, Baa3 by Moody’s or BBB- by Fitch or there is no Credit Rating.

Cross-Collateralize.  With respect to any Person, shall mean (a) the granting of a Lien by such Person on all or a portion of the assets of such Person to secure Indebtedness owing by such Person to a lender and the granting of a Lien by such Person on the same group of assets to secure Indebtedness owing by such Person to (i) the same lender under a different agreement, note or other instrument or (ii) one or more other lenders, or (b) the granting of a Lien by such Person on more than one project (including its related assets) of such Person to secure Indebtedness owing by such Person to one or more lenders under one agreement, note or other instrument or (c) the granting of a Lien by such Person on all or a portion of its assets to secure Indebtedness owing by another Person.

Currency.  Dollars or any Alternative Currency.

Currency of Payment. See §4.4(a).

DAFC.  The Development Authority of Fulton County, Georgia.

DAFC Transaction.  The conveyance of the 1025 Jefferson Property and the consummation of the transactions evidenced and contemplated by the Subordinated Bond Indenture and the Subordinated Bond Lease.

Data Center Property.  (i) Highly specialized, secure single or multi‑tenant facilities used in whole or in substantial part for housing a large number of computer servers and the key infrastructure, including generators and heating, ventilation and air conditioning, or HVAC systems, necessary to power and cool the servers and ancillary office and storage space related thereto, (ii) any facilities used in whole or in substantial part for technological purposes similar to those described in sub-part (i) above including, without limitation, manufacturing of semi-conductors or other special purpose buildings requiring custom security or environmental controls, (iii) any office building that is part of a complex or group of buildings containing the types of facilities described in sub-parts (i) or (ii) above, (iv) the Real Estate of the Borrower located in Sandston, Virginia commonly known as 6000 Technology Boulevard, Sandston, Virginia  23150 which shall be used in whole or in part for the uses described in clauses (i)-(iii) above, and (v) the Real Estate owned by Borrower or its Subsidiaries located at 8007 Bond Street, Lenexa, Kansas 66215.

Debt Offering.  The issuance and sale by Parent Company or any of its Subsidiaries of any debt securities of such Person.

Default.  See §12.1.

Default Rate.  See §4.12.

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

Defaulting Lender.  Any Lender that, as reasonably determined by the Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Loans, within two (2) Business Days of the date required to be funded by it hereunder and such failure is continuing, unless such failure arises out of a good faith dispute between such Lender and the Borrower or the Agent, (b) (i) has notified the Borrower, the Agent or any Lender that it does not intend to comply with its funding obligations hereunder or (ii) has made a public statement to that effect with respect to its funding obligations hereunder, unless with respect to this clause (b), such failure is subject to a good faith dispute, (c) has failed, within two (2) Business Days after request by the Agent, to confirm in a manner reasonably satisfactory to the Agent that it will comply with its funding obligations hereunder; provided that, notwithstanding the provisions of §2.14, such Lender shall cease to be a Defaulting Lender upon the Agent’s receipt of confirmation that such Defaulting Lender will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, insolvency, reorganization, liquidation, conservatorship, assignment for the benefit of creditors, moratorium, receivership, rearrangement or similar debtor relief law of the United States or other applicable jurisdictions from time to time in effect, including any law for the appointment of the Federal Deposit Insurance Corporation or any other state or federal regulatory authority as receiver, conservator, trustee, administrator or any

similar capacity, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts of the United States or from the enforcement of judgments or writs of attachment of its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Person).  Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent demonstrable error, and such Lender shall be deemed to be a Defaulting Lender (subject to §2.14(g)) upon delivery of written notice of such determination to the Borrower and each Lender.

Derivatives Contract.  Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement; provided that the term “Derivatives Contract” shall not include any contract to hedge the purchase of electricity in the ordinary course of business.  Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

Derivatives Termination Value.  In respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include the Agent or any Lender).

Designated Person.  See §6.30.

Development Property.  Any Real Estate owned, leased or acquired by Parent Company and its Subsidiaries and on which such Person is pursuing construction of one or more buildings for use as a Data Center Property and for which construction is proceeding to completion

without undue delay from permit denial, construction delays or otherwise, all pursuant to the ordinary course of business of Parent Company and its Subsidiaries; provided that any Data Center Property will no longer be considered to be a Development Property at the earlier of (a) the date on which such Development Property’s capitalized value determined in accordance with GAAP exceeds its undepreciated book value determined in accordance with GAAP, (b) the date on which all improvements related to the development of such Development Property have been substantially completed (excluding tenants improvements) for eighteen (18) months, or (c) the date upon which notice is received by Agent from the Borrower that it elects to designate such Development Property as a Stabilized Property.  Each individual phase of a given development will be considered a separate and distinct project for purposes of this definition.

Disclosed Competitors.  Any of the companies listed on Schedule 1.3 attached hereto and made a part hereof.

Distribution.  Any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of Guarantors, the Borrower, or any of their respective Subsidiaries now or hereafter outstanding, except a dividend or distribution payable solely in Equity Interests of identical class to the holders of that class; (b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of Guarantors, the Borrower, or any of their respective Subsidiaries now or hereafter outstanding (other than exchange of an Equity Interest for another Equity Interest of the same Person); and (c) payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of Guarantors, the Borrower, or any of their respective Subsidiaries now or hereafter outstanding.

Dollar Equivalent. At any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Agent (absent manifest error) at such time on the basis of the Spot Rate (determined on the relevant Revaluation Date) for the purchase of Dollars with such Alternative Currency.

Dollars or $.  Dollars in lawful currency of the United States of America.

Domestic Lending Office.  Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans denominated in Dollars.

Drawdown Date.  The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, is converted in accordance with §4.1.

EBITDA.  With respect to Parent Company and its Subsidiaries for any period (without duplication):  (a) Net Income (or Loss) on a Consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such Net Income (Loss)):  (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non‑recurring charges and unusual or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and

employees and amortization of stock grants; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below.  With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non‑recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants from such Unconsolidated Affiliates.  EBITDA shall be adjusted to remove (i) any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FASB ASC 805, and (ii) merger and acquisition costs required to be expensed under FASB ASC 805.  Notwithstanding the foregoing, property management fees (also known as property level general and administrative expense) shall be adjusted for the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FASB ASC 805.

EEA Financial Institution.  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.  Any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

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

Electronic System.  See §7.4.

Eligible Real Estate.  Real Estate:

(a)      which is wholly-owned in fee (or leased under (i) a Ground Lease, acceptable to Agent in its reasonable discretion, or (ii) an Operating Lease acceptable to the Required Lenders in their reasonable discretion where no Lease Default exists under such Ground Lease or Operating Lease that is attributable to Borrower or a Subsidiary Guarantor) by the Borrower or a Subsidiary Guarantor;

(b)      which is located within the 50 States of the United States or the District of Columbia, or is an International Investment approved by Agent;

(c)      which is a Development Property or a Stabilized Property;

(d)      as to which all of the representations set forth in §6 of this Agreement concerning such Unencumbered Asset Pool Property are true and correct;

(e)      as to which the Agent has received and approved all Eligible Real Estate Qualification Documents, or will receive and approve them prior to inclusion of such Real Estate in the Unencumbered Asset Pool; and

(f)       as to which, notwithstanding anything to the contrary contained herein , the Agent has approved for inclusion in the Unencumbered Asset Pool subject to the terms of Section 7.18(b).

Eligible Real Estate Qualification Documents.  See Schedule 1.2 attached hereto.

Employee Benefit Plan.  Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrower, any Guarantor or any ERISA Affiliate, other than a Multiemployer Plan.

Environmental Engineer.  A firm of independent professional engineers or other scientists generally recognized as expert in the detection, analysis and remediation of Hazardous Substances and related environmental matters and acceptable to the Agent in its reasonable discretion.

Environmental Laws.  Any agreement or restriction pertaining to any Mold Condition or any United States federal, state or local statute, regulation, ordinance, code, rule, regulation or rule of common law or any United States judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated or issued, with respect to any Hazardous Substances, Mold, drinking water, groundwater, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells.  Without limiting the generality of the foregoing, the term shall encompass each of the following statutes and their state and local equivalents, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as are applicable and as may be enacted and promulgated from time to time:  (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. §2061 et seq.); (v) the Clean Water Act (33 U.S.C. §1251 et seq.); (vi) the Clean Air Act (42 U.S.C. §7401 et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C. §201 and §300f et seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. §1101 et seq.), or any comparable statutes, regulations, ordinances, orders or decrees from time to time in effect in any of the Approved Foreign Countries.

Equity Interests.  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, 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.

Equity Offering.  The issuance and sale after the Closing Date by Parent Company or any of its Subsidiaries of any Equity Interests of such Person.

Equity Percentage.  The aggregate ownership percentage of the Borrower, a Guarantor or their respective Subsidiaries in each Unconsolidated Affiliate.

ERISA.  The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time and all regulations and formal guidelines issued thereunder.

ERISA Affiliate.  Any Person which is treated as a single employer with REIT or its Subsidiaries under §414 of the Code or §4001 of ERISA and any predecessor entity of any of them.

ERISA Reportable Event.  A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived or any other event with respect to which Borrower, a Guarantor or an ERISA Affiliate could have liability under §4062(e) or §4063 of ERISA.

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

EURIBOR Rate. For any Interest Period with respect to LIBOR Rate Loans denominated in Euro, the euro interbank offered rate administered by the European Money Markets Institute (or any other Person which takes over the administration of that rate) for deposits in Euro and having a maturity approximately equal to the requested Interest Period displayed on page EURIBOR01 of the Reuters screen (or any successor service, or if such Person no longer reports such rate as determined by the Agent, by another commercially available source providing such quotations approved by the Agent) at approximately 11:00 a.m. (Brussels time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period, adjusted for reserves and taxes if required by future regulations.  In no event shall the EURIBOR Rate be less than zero.

Euro or €.  The single currency of the Participating Member States.

Event of Default.  See §12.1.

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

such exclusion shall apply only to the portion of such Hedge Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

Existing Letters of Credit.  The Letters of Credit issued by Issuing Lender and described on Schedule 2.10 hereto.

Extension Request.  See §2.15(a).

Facility Fee.  See §2.3(b).

FATCA.  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) and any current or future regulations promulgated thereunder or official interpretations thereof.

Federal Funds Effective Rate.  For any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate.”

Fitch.  Fitch Ratings, Inc.

Foreign Subsidiary.  Any Subsidiary of Parent Company that is not organized under the laws of any jurisdiction of the United States of America.

Fronting Exposure.  At any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s U.S. Dollar Revolving Credit Commitment Percentage 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 U.S. Dollar Revolving Credit Lenders or cash collateral or other credit support acceptable to the Issuing Lender shall have been provided in accordance with the terms hereof and (b) with respect to the Swing Loan Lender, such Defaulting Lender’s U.S. Dollar Revolving Credit Commitment Percentage of Swing Loans other than Swing Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other U.S. Dollar Revolving Credit Lenders, repaid by the Borrower or for which cash collateral or other credit support acceptable to the Swing Loan Lender shall have been provided in accordance with the terms hereof.

GAAP.  Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same principles.

Governmental Authority.  Any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau, commission, board, department or other entity (including, without limitation, the Federal Deposit Insurance Corporation,

the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law, and including any supra-national bodies such as the European Union or the European Central Bank.

Gross Asset Value.  On a consolidated basis for Parent Company and its Subsidiaries, Gross Asset Value shall mean the sum of (without duplication with respect to any Real Estate):

(i)         the Adjusted Net Operating Income (but not less than zero) of any Real Estate of Parent Company or any of its Subsidiaries which is a Stabilized Property and is (a) owned or (b) leased pursuant to a Ground Lease divided by the Primary Capitalization Rate; plus

(ii)       the Adjusted Net Operating Income (but not less than zero) of any Real Estate of Parent Company or any of its Subsidiaries which is a Leased Property divided by the applicable Leased Property Capitalization Rate; plus

(iii)      the CFM Cash Flow with respect to any Data Center Property being managed by Parent Company or any of its Subsidiaries for an unaffiliated third party under a CFM Agreement divided by the CFM Capitalization Rate; plus

(iv)       the undepreciated cost basis book value determined in accordance with GAAP of all Real Estate acquired by Parent Company or any of its Subsidiaries during the two (2) fiscal quarters most recently ended prior to the date of determination (provided that Borrower shall have the right to make an irrevocable election to value such Real Estate at its capitalized value (determined pursuant to clause (i), (ii) or (iii) of this definition of Gross Asset Value, as applicable,  and measured on the most recent fiscal quarter annualized until the Real Estate has been owned for two (2) full fiscal quarters) after such Real Estate has been owned by Parent Company or its Subsidiaries for at least one fiscal quarter); plus

(v)        the undepreciated book value determined in accordance with GAAP of all Development Properties owned by Parent Company or any of its Subsidiaries; plus

(vi)       the undepreciated book value determined in accordance with GAAP of all Land Assets of Parent Company and its Subsidiaries; plus

(vii)     the aggregate amount of all Unrestricted Cash and Cash Equivalents of Parent Company and its Subsidiaries as of the date of determination; plus

(viii)    the amount of cash contained in any accounts established by or for the benefit of Parent Company or its Subsidiaries to effectuate a tax-deferred exchange (also known as a “1031” exchange) in connection with the purchase and/or sale of all or a portion of Real Estate; plus

(ix)       to the extent approved by Agent, the aggregate amount of all cash and Cash Equivalents (excluding amounts included in (vii) and (viii) above) of Parent Company and its Subsidiaries as of the date of determination that does not qualify as “Unrestricted” as defined in the definition of Unrestricted Cash and Cash Equivalents.

Gross Asset Value will be adjusted, as appropriate, for acquisitions, dispositions and other changes to the portfolio during the two fiscal quarters most recently ended prior to a date of

determination.  All income, expense and value associated with assets included in Gross Asset Value disposed of during the two fiscal quarters most recently ended prior to a date of determination will be eliminated from calculations.  Additionally, without limiting or affecting any other provision hereof, Gross Asset Value shall not include any income or value associated with Real Estate which is not operated or intended to be operated principally as a Data Center Property.  Gross Asset Value will be adjusted to include an amount equal to Parent Company or any of its Subsidiaries’ pro rata share (based upon the greater of such Person’s Equity Percentage in such Unconsolidated Affiliate or such Person’s pro rata liability for the Indebtedness of such Unconsolidated Affiliate) of the Gross Asset Value attributable to any of the items listed above in this definition owned by such Unconsolidated Affiliate.  For purposes of this definition, to the extent that Gross Asset Value attributable to (i) Real Estate assets which are Leased Properties (excluding any Tax Driven Lease) would exceed fifteen percent (15%) of the Gross Asset Value, (ii) Real Estate assets which are on Ground Leases (excluding any Tax Driven Lease) would exceed twenty-five percent (25%) of the Gross Asset Value or (iii) Development Properties, Land Assets, Unconsolidated Affiliates and International Investments would exceed forty percent (40%) of Gross Asset Value, then in each case such excess shall be excluded.

Ground Lease.  A ground lease relating to Real Estate as to which no default or event of default has occurred or with the passage of time or the giving of notice would occur and which contains the following terms and conditions:  (a) a remaining term (exclusive of any unexercised extension options that are subject to terms or conditions not yet agreed upon and specified in such ground lease or an amendment thereto, other than a condition that the lessee not be in default under such ground leases) of at least thirty (30) years or more from the date such Real Estate becomes an Unencumbered Asset Pool Property, or in the event such Real Estate is not an Unencumbered Asset Pool Property, then at least thirty (30) years or more from the date such Real Estate asset was acquired by a Subsidiary of Parent Company; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosure, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including the ability to sublease; (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease, and (f) if such ground lease relates to an Unencumbered Asset Pool Property, such ground lease is approved by the Agent in its reasonable discretion.  Notwithstanding the foregoing, the Subordinated Bond Lease, the West Midtown Ground Lease and the Santa Clara Ground Lease are each a Ground Lease.

Guaranteed Pension Plan.  Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

Guarantors.  Collectively, REIT and those Subsidiaries of Borrower set forth on Schedule 1.5 hereto, together with any Additional Subsidiary Guarantor.

Guarantor Joinder Agreement.  The Guarantor Joinder Agreement with respect to the Guaranty and Contribution Agreement to be executed and delivered pursuant to §5.3, such Guarantor Joinder Agreement to be substantially in the form of Exhibit E‑2 hereto.

Guaranty.  Individually or collectively, as the context requires, (a) that certain Seventh Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith given by the Guarantors a party thereto, each Additional Subsidiary Guarantor which may hereafter become a party thereto and, for the limited purposes described therein, Borrower, to and for the benefit of Agent and the Lenders, as the same may be modified, amended, restated or ratified, and (b) any other Unconditional Guaranty of Payment and Performance made by an Approved Foreign Entity which becomes an Additional Subsidiary Guarantor hereunder, as the same may be modified, amended, restated or ratified, each such Guaranty to be in form and substance satisfactory to the Agent.

Hazardous Substances.  Each and every element, compound, chemical mixture, contaminant, pollutant, toxic substance, oil, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law.  Without limiting the generality of the foregoing, the term shall mean and include: “hazardous substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder; “hazardous waste” and “regulated substances” as defined in the Resource Conservation and Recovery Act of 1976, as amended, and regulations promulgated thereunder; “hazardous materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and “chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.

Hedge Obligations.  All obligations of the Borrower or a Subsidiary to any Lender Hedge Provider to make any payments under any agreement with respect to (x) an interest rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest rate risk exposure relating to the Obligations, (y) any exchange-rate transaction, including any cross-currency interest-rate swap, any forward foreign-exchange contract, any currency option, and any other instrument linked to exchange rates that gives rise to similar credit risks, and (z) any commodity (including precious metal) derivative transaction, including any commodity-linked swap, any commodity-linked option, any forward commodity-linked contract, and any other instrument linked to commodities that gives rise to similar credit risks and, in each case, any confirming letter executed pursuant to such hedging agreement, and which shall include, without limitation, 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, all as amended, restated or otherwise modified.  Under no circumstances shall any of the Hedge Obligations secured or guaranteed by any Loan Document as to a Guarantor include any obligation that constitutes an Excluded Hedge Obligation of such Guarantor.

Increase Date.  See §2.11(b).

Increase Notice.  See §2.11(a).

Indebtedness.  With respect to a Person, at the time of computation thereof, all of the following (without duplication):  (a) all obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than one hundred eighty (180) days past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) obligations of such Person as a lessee or obligor representing the principal portion under a Capitalized Lease; (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment), but excluding any such reimbursement obligations to the extent such obligations have been cash collateralized; (e) Off-Balance Sheet Obligations; (f) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment or confirmation or forward equity sale agreement, in each case evidenced by a binding agreement (excluding (i) any such obligation to the extent the terms thereof provide that the obligation can be satisfied by the issuance of Equity Interests and (ii) any purchases of Real Estate, inventory or equipment in the ordinary course of business of such Person); (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof (excluding any such obligation which is a forward equity commitment or confirmation or forward equity sale agreement to the extent the terms thereof provide that the obligation can be satisfied by the issuance of Equity Interests); (h) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute “Indebtedness” hereunder, any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to maintain working capital or equity capital of another Person or otherwise to maintain net worth, solvency or other financial condition of another Person, to purchase indebtedness, or to assure the owner of indebtedness against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (j) such Person’s pro rata share of the Indebtedness (based upon its Equity Percentage in such Unconsolidated Affiliate) of any Unconsolidated Affiliate of such Person.  “Indebtedness” shall be adjusted to remove any impact of intangibles pursuant to FASB ASC 805, as issued by the Financial Accounting Standards Board in December of 2007.  Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venture only to the extent of such Person’s pro rata share of the ownership of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s pro rata portion of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of such Person).

Indenture.  The Indenture dated as of November 8, 2017 by and among QualityTech, LP, QTS Finance Corporation, QTS Realty Trust, Inc., each of the subsidiary guarantors a party thereto and Deutsche Bank Trust Company Americas, as supplemented by those certain Supplemental Indentures dated as of December 22, 2017, June 1, 2018, December 31, 2018, March 29, 2019 and June 28, 2019.

Information Materials.  See §7.4.

Initial Subsidiary Guarantors.  The Subsidiary Guarantors of the Borrower that have executed the Guaranty as of the Closing Date.

Initial Unencumbered Asset Pool Properties.  The Eligible Real Estate so identified in Schedule 1.6.

Interest Expense.  For any period with respect to Parent Company and its Subsidiaries, without duplication, (a) interest (whether accrued or paid) actually payable (without duplication), excluding non-cash interest expense but including capitalized interest not funded under an interest reserve pursuant to a specific debt obligation, together with the interest portion of payments on Capitalized Leases, plus (b) Parent Company’s and its Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period.

Interest Payment Date.  As to each Base Rate Loan or Alternate Rate Loan, the first (1st) day of each calendar month during the term of such Base Rate Loan or Alternate Rate Loan. As to each LIBOR Rate Loan and Bid Loan, the last day of each Interest Period relating thereto.

Interest Period.  With respect to each (a) LIBOR Rate Loan (i) initially, the period commencing on the Drawdown Date of such LIBOR Rate Loan and ending one, two or three  months thereafter, and (ii) thereafter, each period commencing on the day following the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrower in a Loan Request or Conversion/Continuation Request, and (b) Bid Loan, the period commencing on the date of such Bid Loan and ending on the date specified in the Bid Loan Quote Request in which the Bid Loan Quote to make such Bid Loan was extended; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)         if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day, as determined conclusively by the Agent in accordance with the then current bank practice in London;

(ii)       if the Borrower shall fail to give notice as provided in §4.1, the Borrower shall be deemed to have requested a continuation of the affected LIBOR Rate Loan as a LIBOR Rate Loan on the last day of the then current Interest Period with respect thereto as provided in and subject to the terms of §4.1(c);

(iii)      any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business 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 Business Day of the applicable calendar month;

(iv)       no Interest Period relating to any Revolving Credit LIBOR Rate Loan shall extend beyond the Revolving Credit Maturity Date, no Interest Period relating to any Term A LIBOR Rate Loan shall extend beyond the Term Loan A Maturity Date, no Interest Period relating to any Term B LIBOR Rate Loan shall extend beyond the Term Loan B Maturity Date and no Interest Period relating to any Term C LIBOR Rate Loan shall extend beyond the Term Loan C Maturity Date; and

(v)     no Interest Period with respect to a Bid Loan shall have a duration of more than 180 days.

International Investments.  Investments in fee or leasehold interests in Data Center Properties located in Canada, Europe, Asia, Australia or New Zealand.  Such Data Center Properties must be located in sizeable cities (unless otherwise approved in writing by Agent) and, if located in Europe or Asia, in countries with well-developed real estate debt and equity capital markets, as reasonably determined by Agent.

Investment Grade Rating.  A Credit Rating from at least one (1) of the Rating Agencies of BBB- or better by S&P, Baa3 or better by Moody’s or BBB- or better by Fitch (in each case without regard to watch status). For the avoidance of doubt, if the only credit rating the REIT or Borrower shall have is provided by Fitch, then Borrower shall be deemed for the purposes hereof not to have an Investment Grade Rating.

Investments.  With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and owned by such Person, all loans, advances, or extensions of credit (other than endorsements for collection) to, or contributions to the capital of, any other Person, all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other investments; provided,  however, that the term “Investment” shall not include (i) inventory and other tangible personal property acquired in the ordinary course of business, (ii) current trade and customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms, (iii) prepaid expenses incurred in the ordinary course of business, (iv) advances in the ordinary course of business to employees for travel expenses, relocation expenses and similar expenditures, (v) obligations under Derivatives Contracts to the extent permitted under §8.12, or (vi) investments consisting of cash collateral to secure (x) letters of credit, (y) Derivative Contracts permitted under §8.12 or (z) payment of, workers’ compensation, unemployment insurance, old age pensions or other social security obligations.  In determining the aggregate amount of Investments outstanding at any particular time:  (a) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (b) there shall be deducted in respect of each Investment any amount received as a return of capital, including, without limitation, a distribution or dividend that is paid from the net proceeds of a capital transaction, such as the issuance of Equity Interests or Indebtedness; (c) there shall not be deducted in respect of any

Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (a) may be deducted when paid; and (d) there shall not be deducted in respect of any Investment any decrease in the value thereof.

Issuing Lender.  KeyBank, in its capacity as the Lender issuing the Letters of Credit and any successor thereto.

Joint Lead Arrangers and Bookrunners.  As defined in the preamble hereto.

KCM.  KeyBanc Capital Markets, Inc.

KeyBank.  As defined in the preamble hereto.

Land Assets.  Land to be developed as a Data Center Property with respect to which the commencement of grading, construction of improvements (other than improvements that are not material and are temporary in nature) or infrastructure has not yet commenced and for which no such work is reasonably scheduled to commence within the following twelve (12) months.

Lease Default.  With respect to any Operating Lease or Ground Lease pertaining to an Unencumbered Asset Pool Property, any of the following: (a) a monetary breach or default, (b) a failure to cure any non-monetary breach or default after notice and opportunity to cure, or (c) any other non-monetary breach or default or event that with the giving of notice or passage of time would constitute a material breach or default.

Leased Data Center Amsterdam.  Collectively, (a) Luttenbergweg 4, 1100 AL Amsterdam, The Netherlands, and (b) Postbox/Postbus 12478 1100 AL, Amsterdam, The Netherlands.

Leased Data Center Ashburn.  Collectively, 21701 Filigree Ct., Ashburn, Virginia 20147; 21715 Filigree Ct., Ashburn, Virginia 20147; 21551 Beaumeade Cir., Ashburn, Virginia 20147; and 44470 Chilum Pl., Ashburn, Virginia 20147.

Leased Data Centers.  Collectively, the Leased US Data Centers and the Leased International Data Centers.

Leased Data Center DRT-PHX.  120 E. Van Buren Street, Suite 120, Phoenix, Arizona 85004.

Leased Data Center Hong Kong.  1/F Kerry Warehouse, 3 Shing Yiu Street, Kwai Chung, Hong Kong.

Leased International Data Centers.  Collectively, Leased Data Center Amsterdam, Leased Data Center Hong Kong, Leased Data Center London and Leased Data Center Toronto.

Leased Data Center London.  8 Buckingham Avenue, Slough Trading Estate, Slough, Berkshire SL1 4AX, England.

Leased Data Center New Jersey.  The Data Center located at 95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302.

Leased Data Center San Jose.  Collectively, 9 Great Oaks Boulevard, San Jose, California 95119; and 1735 Lundy Avenue, San Jose, California 95131.

Leased Data Center Toronto.  151 Front Street West, Suite 600, Toronto, ON M5J 2N1.

Leased US Data Centers.  Collectively, Leased Data Center DRT-PHX, Leased Data Center Ashburn, Leased Data Center San Jose, and Leased Data Center New Jersey.

Leased Property.  A completed and operational Data Center Property that is leased by Borrower or a Subsidiary pursuant to an Operating Lease.  For the avoidance of doubt, the properties known as the Leased Data Centers are each a Leased Property.

Leases.  Leases and all subleases, tenancies, shared space agreements, master space agreement, frame agreements, occupancies, licenses and agreements, whether written or oral, relating to the use or occupation of space in any Building or of any Real Estate.

Lender Hedge Provider.  With respect to any Hedge Obligations, any counterparty thereto that, at the time the applicable hedge agreement was entered into, was a Lender or an Affiliate of a Lender.

Lenders.  KeyBank, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to §18 (but not including any participant as described in §18); and collectively, the Revolving Credit Lenders, the Term Loan Lenders, the Issuing Lender, the Bid Loan Lender and the Swing Loan Lender.  The Swing Loan Lender and Issuing Lender shall be a Revolving Credit Lender, as applicable.

Lending Office.  With respect to a Lender, its Domestic Lending Office, LIBOR Lending Office or Alternative Currency Lending Office, as applicable.

Lessor.  The applicable owner of the fee interest in an Unencumbered Asset Pool Property that is subject to a Ground Lease, and the applicable landlord or sub-landlord with respect to a Leased Property that is an Unencumbered Asset Pool Property.

Letter of Credit.  Any standby letter of credit issued at the request of the Borrower and for the account of the Borrower or its Subsidiaries in accordance with §2.10.

Letter of Credit Expiration Date.  The day that is thirty (30) days prior to the Revolving Credit Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

Letter of Credit Liabilities.  At any time and in respect of any Letter of Credit, the sum of (a) the maximum undrawn face amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all drawings made under such Letter of Credit which have not been repaid (including repayment by a U.S. Dollar Revolving Credit Loan).  For purposes of this Agreement, a

U.S. Dollar Revolving Credit Lender (other than the U.S. Dollar Revolving Credit Lender acting as the Issuing Lender) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation interest in the related Letter of Credit under §2.10, and the U.S. Dollar Revolving Credit Lender acting as the Issuing Lender shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to the acquisition by the U.S. Dollar Revolving Credit Lenders other than the U.S. Dollar Revolving Credit Lender acting as the Issuing Lender of their participation interests under such Section.

Letter of Credit Request.  See §2.10(a).

LIBOR.  (A) For any LIBOR Rate Loan denominated in any Currency other than Canadian Dollars, EURO or Australian Dollars, for any Interest Period, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other Person which takes over the administration of that rate) for such Currency and having a maturity approximately equal to the requested Interest Period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any successor service, or if such Person no longer reports such rate as determined by the Agent, by another commercially available source providing such quotations approved by the Agent) at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period, with a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by future regulations, (B) for any LIBOR Rate Loan denominated in Euro, LIBOR shall deemed to be the EURIBOR Rate, and (C) for any LIBOR Rate Loan denominated in Canadian Dollars, LIBOR shall deemed to be the Canadian CDOR Rate, and (D) for any LIBOR Rate Loan denominated in Australian Dollars, LIBOR shall deemed to be the BBSY Rate.  For any period during which a Reserve Percentage shall apply, LIBOR with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.  If at any time the rate determined pursuant to this definition for any relevant Currency and period shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.  If such service or such other Person approved by Agent described above no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market or the local equivalent markets, Loans (other than Alternate Rate Loans) shall accrue interest at the Base Rate plus the Revolving Credit Applicable Margin for Revolving Credit Loans or Base Rate plus the Term Loan Applicable Margin for Term Loans.

LIBOR Business Day.  (a) Relative to the making, continuing, conversion into, prepaying or repaying of any LIBOR Rate Loans (other than a LIBOR Rate Loan made in Canadian Dollars or Australian Dollars), any day which is a Business Day and which is also a day on which dealings in Dollars or the applicable Alternative Currency, as the case may be, are carried on in the London interbank market; (b) relative to the making, continuing, conversion into, prepaying or repaying of any LIBOR Rate Loan that is made in Canadian Dollars, any day which is a Business Day and which is also a day on which banks are not authorized or required to be closed in Toronto, Canada; (c) relative to the making, continuing, conversion into, prepaying or repaying of any LIBOR Rate Loan that is made in Australian Dollars, any day which is a Business Day and which is also a day on which banks are not authorized or required to be closed in Sydney, Australia; (d) when used in connection with a LIBOR Rate Loan denominated in Euro, the term “LIBOR Business Day” shall exclude any day which is not a TARGET Day (as determined by the Agent); and (e) when used in

connection with the borrowing, payment or prepayment of any LIBOR Rate Loan denominated in an Alternative Currency, the term “Business Day” shall exclude any day in which commercial banks or foreign exchange markets are not open for business in the city where disbursements or payments of any such LIBOR Loans are to be made.

LIBOR Lending Office.  Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, that shall be making or maintaining LIBOR Rate Loans.

LIBOR Margin Bid.  See §2.1(c)(ii)(1).

LIBOR Rate Loans.  Collectively, the Revolving Credit LIBOR Rate Loans, the Term LIBOR Rate Loans and any Bid Loans made pursuant to a LIBOR Margin Bid.

LIBOR Termination Date.  See §4.16.

Lien.  See §8.2.

LLC Division.  With respect to any Person that is a limited liability company, (i) the division of such Person into two or more newly formed limited liability companies (whether or not such Person is a surviving entity following any such division) pursuant to, in the event such Person is organized under the laws of the State of Delaware, Section 18-217 of the Delaware Limited Liability Company Act or, in the event such Person is organized under the laws of a State or Commonwealth of the United States (other than Delaware) or of the District of Columbia, any similar provision under any similar act governing limited liability companies organized under the laws of such State or Commonwealth or of the District of Columbia, or (ii) the adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Authority that results or may result in, any such division.

Loan Documents.  This Agreement, the Notes, any Letter of Credit Request, the Guaranty, the Springing Guaranty, the Contribution Agreement, and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower or the Guarantors in connection with the Loans.

Loan Request.  See §2.7.

Loan and Loans.  An individual loan or the aggregate loans (including a Revolving Credit Loan (or Loans), a Term Loan (or Loans), a Swing Loan (or Loans) or a Bid Loan (or Loans), as the case may be, to be made by the Lenders hereunder.  All Loans, other than Alternative Currency/Dollar Revolving Credit Loans denominated in the Alternative Currency, shall be made in Dollars.  All Alternative Currency/Dollar Revolving Credit Loans shall be made in the applicable Alternative Currency.  Amounts drawn under a Letter of Credit shall also be considered U.S. Dollar Revolving Credit Loans as provided in §2.10(f).

Majority Alternative Currency/Dollar Revolving Credit Lenders.  As of any date, any Alternative Currency/Dollar Revolving Credit Lender or collection of Alternative Currency/Dollar Revolving Credit Lenders whose aggregate Alternative Currency/Dollar Revolving Credit Commitment Percentage is greater than fifty percent (50%); provided that in determining said

percentage at any given time, all the existing Alternative Currency/Dollar Revolving Credit Lenders that are Defaulting Lenders will be disregarded and excluded and the Alternative Currency/Dollar Revolving Credit Commitment Percentages of the Alternative Currency/Dollar Revolving Credit Lenders shall be redetermined for voting purposes only to exclude the Alternative Currency/Dollar Revolving Credit Commitments of such Defaulting Lenders.

Majority Revolving Credit Lenders.  As of any date, any Revolving Credit Lender or collection of Revolving Credit Lenders whose aggregate Revolving Credit Commitment Percentage is greater than fifty percent (50%); provided that in determining said percentage at any given time, all the existing Revolving Credit Lenders that are Defaulting Lenders will be disregarded and excluded and the Revolving Credit Commitment Percentages of the Revolving Credit Lenders shall be redetermined for voting purposes only to exclude the Revolving Credit Commitments of such Defaulting Lenders.  For purposes of this definition, all Outstanding Bid Loans shall be disregarded in determining the Majority Revolving Credit Lenders.

Majority U.S. Dollar Revolving Credit Lenders.  As of any date, any U.S. Dollar Revolving Credit Lender or collection of U.S. Dollar Revolving Credit Lenders whose aggregate U.S. Dollar Revolving Credit Commitment Percentage is greater than fifty percent (50%); provided that in determining said percentage at any given time, all the existing U.S. Dollar Revolving Credit Lenders that are Defaulting Lenders will be disregarded and excluded and the Revolving U.S. Dollar Credit Commitment Percentages of the U.S. Dollar Revolving Credit Lenders shall be redetermined for voting purposes only to exclude the U.S. Dollar Revolving Credit Commitments of such Defaulting Lenders.  For purposes of this definition, all Outstanding Bid Loans shall be disregarded in determining the Majority U.S. Dollar Revolving Credit Lenders.

Majority Term Loan A Lenders.  As of any date, any Term Loan A Lender or collection of Term Loan A Lenders whose aggregate Term Loan A Credit Commitment Percentage is greater than fifty percent (50%); provided that in determining said percentage at any given time, all the existing Term Loan A Lenders that are Defaulting Lenders will be disregarded and excluded and the Term Loan A Commitment Percentages of the Term Loan A Lenders shall be redetermined for voting purposes only to exclude the Term Loan A Commitments of such Defaulting Lenders.

Majority Term Loan B Lenders.  As of any date, any Term Loan B Lender or collection of Term Loan B Lenders whose aggregate Term Loan B Credit Commitment Percentage is greater than fifty percent (50%); provided that in determining said percentage at any given time, all the existing Term Loan B Lenders that are Defaulting Lenders will be disregarded and excluded and the Term Loan B Commitment Percentages of the Term Loan B Lenders shall be redetermined for voting purposes only to exclude the Term Loan B Commitments of such Defaulting Lenders.

Majority Term Loan C Lenders.  As of any date, any Term Loan C Lender or collection of Term Loan C Lenders whose aggregate Term Loan C Credit Commitment Percentage is greater than fifty percent (50%); provided that in determining said percentage at any given time, all the existing Term Loan C Lenders that are Defaulting Lenders will be disregarded and excluded and the Term Loan C Commitment Percentages of the Term Loan C Lenders shall be redetermined for voting purposes only to exclude the Term Loan C Commitments of such Defaulting Lenders.

Material Acquisition.  A single acquisition by Borrower or any of its Subsidiaries of properties or assets for a gross purchase price equal to or in excess of fifteen percent (15%) of Gross Asset Value as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are publicly available (determined without giving effect to such acquisition).

Material Adverse Effect.  A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Subsidiary.  Any Subsidiary of the Parent Company which is a guarantor of or otherwise liable with respect to any other Unsecured Debt of Parent Company or any of its Subsidiaries (other than any of such Subsidiaries that are not organized under the laws of any political subdivision of the United States and which are not borrowers, guarantors or otherwise liable with respect to any Unsecured Debt of Parent Company or any of its Subsidiaries which are organized under the laws of any political subdivision of the United States).

Metro Property.  All that certain property located at 1033 Jefferson Street, NW, Atlanta, Georgia 30318-8024.

Mold.  Surficial or airborne microbial constituents, regardless of genus, species, or whether commonly referred to as mildew, mold, mold spores, fungi, bacteria or similar description.

Mold Condition.  The growth or existence of Mold, in such condition, location or quantity as would, individually or in the aggregate, pursuant to applicable Environmental Law or commercially reasonable industry standards, have a material adverse effect on (i) human health or the environment, or (ii) the value or condition of the Real Estate.

Monthly Recurring Charges.  For any period, the amount due under Leases for Unencumbered Asset Pool Properties for recurring rent and services as shown under the heading of “MRR” on the Rent Roll for such Unencumbered Asset Pool Properties, and which shall be calculated in a manner consistent with the Rent Roll delivered to the Agent in connection with the execution of this Agreement.

Moody’s.  Moody’s Investors Service, Inc.

Multiemployer Plan.  Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrower, any Guarantor or any ERISA Affiliate.

Net Cash Proceeds.  With respect to the incurrence by the Borrower,  REIT or any of its Subsidiaries of any Unsecured Debt for borrowed money (other than the Obligations), the aggregate amount of cash received for such Unsecured Debt, net of reasonable and customary transaction costs properly attributable to such transaction and payable by the Borrower, REIT or such Subsidiary, as the case may be, to a non-Affiliate in connection with such issuance or incurrence (provided that legal fees and expenses that are part of such transaction costs may be estimated in good faith).

Net Income (or Loss).  With respect to any Person (or any asset of any Person) for any period, the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP.

Net Offering Proceeds.  The gross cash proceeds received by Parent Company or any of its Subsidiaries as a result of an Equity Offering less the customary and reasonable costs, expenses, fees, commissions and discounts paid by Parent Company or such Subsidiary in connection therewith.

Net Operating Income.  For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees paying rent, and termination fees received for such period of not greater than one percent (1.0%) of the aggregate Monthly Recurring Charges for such period (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts (excluding Set-up Fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of Parent Company and its Subsidiaries, any property management fees and non‑recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FASB ASC 805, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment obligations under their lease unless such tenants or licensees have made a payment of such amounts in each month due other than amounts contested, in which case only amounts contested and not paid are excluded, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding.  The Borrower’s and the Guarantors’ pro rata share (based upon the greater of such Person’s Equity Percentage in such Unconsolidated Affiliate or such Person’s pro rata liability for the Indebtedness of such Unconsolidated Affiliate) of the Net Operating Income of Unconsolidated Affiliates of the Borrower and the Guarantors shall be included in determinations of Net Operating Income for the purposes of the calculation of Gross Asset Value.  Notwithstanding anything to the contrary contained herein, Set-up Fees that are amortized over the term of the applicable Lease shall be included in determinations of Net Operating Income.

Non-Defaulting Lender.  At any time, any Lender that is not a Defaulting Lender at such time.

Non-Recourse Exclusions.  With respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non‑recourse limitations governing such Indebtedness, including, without limitation, exclusions for claims that (i) are based on fraud, intentional misrepresentation, misapplication of funds, gross negligence or willful misconduct,

(ii) result from intentional mismanagement of or waste at the Real Property securing such Non-Recourse Indebtedness, (iii) arise from the presence of Hazardous Substances on the Real Property securing such Non-Recourse Indebtedness; (iv) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document), (v) are the result of unpaid amounts that could result in the creation of a Lien on the Real Property securing the Non-Recourse Indebtedness, (vi) arise from the filing of a petition under the Bankruptcy Code or seeking relief under other laws relating to insolvency or protection from creditors, (vii) arise from asserting defenses to the Non-Recourse Indebtedness that are without merit or unwarranted, (viii) arise from the forfeiture under any law of the Real Property securing the Non-Recourse Indebtedness, (ix) arise from the failure of any borrower or guarantor of the Non-Recourse Indebtedness to maintain its status as a single purpose entity, or (x) arises from the failure to obtain any required consent of the lender of the Non-Recourse Indebtedness to any other debt or voluntary lien encumbering the Real Property securing the Non-Recourse Indebtedness.

Non-Recourse Indebtedness.  Indebtedness of the Borrower, the Guarantors, their Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate for any Non‑Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness.  Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries of Parent Company that is a special purpose entity  (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary and, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary which is the borrower thereunder or the SPE  Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness.

Notes.  Collectively, the Revolving Credit Notes, the Term Loan Notes, the Swing Loan Note and the Bid Loan Notes.

Notice.  See §19.

Obligations.  All indebtedness, obligations and liabilities of the Borrower and the Guarantors to any of the Lenders or the Agent, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans, the Notes, the Letters of Credit or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.

OFAC.  Office of Foreign Asset Control of the Department of the Treasury of the United States of America, or any successor thereto carrying out similar functions.

Off-Balance Sheet Obligations.  Liabilities and obligations of REIT or any of its Subsidiaries or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act, which REIT would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of REIT’s report on Form 10-Q or Form 10-K (or their equivalents) which REIT is required to file with the SEC or would be required to file if it were subject to the jurisdiction of the SEC (or any Governmental Authority substituted therefor).

Operating Lease.  Any lease (other than a Ground Lease) with a remaining term (including tenant extension rights) of at least fifteen (15) years pursuant to which the Borrower or its Subsidiaries leases an Unencumbered Asset Pool Property or another Data Center Property, and if such lease relates to an Unencumbered Asset Pool Property it is approved by the Required Lenders in their reasonable discretion; provided that the requirement that the remaining lease term (including tenant extension rights) extend for at least fifteen (15) years shall not apply to any of the Leased Data Centers.

Outstanding.  With respect to the Loans, the Dollar Equivalent of the aggregate unpaid principal thereof as of any date of determination.

Parent Company.  REIT.

Participating Member States.  Those members of the European Union from time to time which adopt a single, shared currency under the applicable legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

Patriot Act.  The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as the same may be amended from time to time, and corresponding provisions of future laws.

PBGC.  The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

Permitted Debt.  Indebtedness permitted by §8.1.

Permitted Liens.  Liens, security interests and other encumbrances permitted by §8.2.

Permitted Transferee.  With respect to Chad L. Williams, (i) any transfer to the spouse of such Person; (ii) any transfer to a lineal descendant, natural or adopted, of such Person or to the spouse of any such lineal descendant; and (iii) any transfer to the trustee of a trust, to a partnership or to any other entity, for the substantial benefit of such Person and/or one or more Persons described in clauses (i) or (ii) above, in each case done for bona fide estate planning purposes.

Person.  Any individual, corporation, limited liability company, partnership, trust, unincorporated association, business, or other legal entity (including, without limitation, any Foreign Subsidiary), and any government or any governmental agency or political subdivision thereof.

Plan Assets.  Assets of any employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.

Preferred Distributions.  For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by Parent Company or any of its Subsidiaries.  Preferred Distributions shall not include dividends or distributions paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests.

Preferred Securities.  With respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation, or both.

Pricing Level.  Such term shall have the meaning established within the definition of Revolving Credit Applicable Margin or Term Loan Applicable Margin, as applicable.

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

QFC Credit Support. See §39.

QIPS.  Quality Investment Properties, Suwanee, LLC, a Delaware limited liability company.

QTLP.  QualityTech, LP, a Delaware limited partnership.

QTS Holding.  Quality Technology Services Holding, LLC, a Delaware limited liability company.

QTS Metro TRS.  Quality Technology Services Metro II, LLC, a Delaware limited liability company.

QTS Suwanee TRS.  Quality Technology Services, Suwanee II, LLC, a Delaware limited liability company.

Rating Agencies.  S&P, Moody’s, Fitch and any substitute rating agency appointed by the Borrower and the Agent pursuant to the definition of “Credit Rating”, collectively, and Rating Agency means either S&P, Moody’s, Fitch or such substitute rating agency.

Real Estate.  All real property or facilities (and all fixtures, improvements, appurtenances and related assets thereon or therein) at any time owned or leased (as lessee or sublessee) by the Parent Company or any of its Subsidiaries including, without limitation, the Unencumbered Asset Pool Properties and any Data Center Property.

Record.  The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Agent with respect to any Loan referred to in such Note.

Recourse Indebtedness.  As of any date of determination, any Indebtedness (whether secured or unsecured) which is recourse to Parent Company or any of its Subsidiaries.  Recourse Indebtedness shall not include Non-Recourse Indebtedness.

Register.  See §18.2.

REIT.  QTS Realty Trust, Inc., a Maryland corporation.

REIT Status.  With respect to a Person, its status as a real estate investment trust as defined in §856(a) of the Code.

Related Parties.  Chad Williams’ parents, spouse, siblings or any of his or their direct or indirect lineal descendants (including by adoption) and trust, partnership, limited liability company, corporation or other legal entity established for estate planning purposes for the benefit of any of the foregoing.

Release.  See §6.20(c)(iii).

Rent Roll.  A report prepared by the Borrower showing for each of the Unencumbered Asset Pool Properties, its occupancy, lease expiration dates, lease rent and other information in substantially the form presented to Agent prior to the date hereof or in such other form as may be reasonably acceptable to the Agent.

Required Lenders.  As of any date, the Lender or Lenders whose aggregate Commitment Percentage is equal to or greater than fifty-one percent (51.0%) of the Total Commitment; provided that in determining said percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitments of such Defaulting Lenders.

Required Permits.  Each building permit, certificate of occupancy (or equivalent), environmental permit, air emission or air quality permit, utility permit, land use permit, wetland permit and any other permits, approvals or licenses issued by any Governmental Authority which are required in connection the construction or operation of any of the Unencumbered Asset Pool Properties.

Reserve Percentage.  For any Interest Period, that percentage which is specified three (3) Business Days before the first day of such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority with jurisdiction over Agent or any Lender for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for Agent or any Lender with respect to liabilities constituting or including (among other liabilities) liabilities currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors of the Federal Reserve System in an amount equal to that portion of the Loan affected by such Interest Period and with a maturity equal to such Interest Period.

Revaluation Date.  (a) For purposes of borrowing, converting or continuing a Loan or issuing, amending or extending a Letter of Credit (including for purposes of calculating the Outstanding amount of Loans and the amount of outstanding Commitments and Letter of Credit Liabilities on such date), including, any Loans which are made by the U.S. Dollar Revolving Credit Lenders for purposes of reimbursing the Issuing Lender with respect to amounts drawn under a Letter of Credit pursuant to §2.10(f) or for refinancing or participating in a Swing Loan pursuant to §2.5(d) or (e), respectively, the date on which notice of such borrowing, conversion, continuation, issuance, participation, amendment or extension is deemed given pursuant to this Agreement (or, if no such notice is required (or such requirement for giving notice is waived), the date of such borrowing, conversion, continuation, issuance, amendment or extension); (b) for purposes of determining the amount of any Commitment Increase or the aggregate amount of the Revolving Credit Commitments the Borrower elects to extend pursuant to §2.15, or determining compliance with any applicable covenant or condition precedent for any such Commitment Increase or extension of the Revolving Credit Maturity Date which requires determination as of the date of such Increase Notice or Extension Request is given, on the date that the applicable Increase Notice or Extension Request is deemed given pursuant to this Agreement (or, if the requirement for providing such notice is waived, any Increase Date or the date on which Borrower elects to extend Revolving Credit Commitments pursuant to §2.15, as applicable); (c) for purposes of determining compliance with any applicable covenant or condition precedent for any Commitment Increase or extension of the Revolving Credit Maturity Date pursuant to §2.15 (other than the requirement for providing notice thereof or any determining compliance with any applicable covenant or condition precedent which requires determination as of the date of the Increase Notice or Extension Request, as applicable, which shall be governed by clause (b) above), on the applicable Increase Date or the date on which the Revolving Credit Maturity Date is extended pursuant to §2.15, as the case may be; (d) for purposes of optionally prepaying Loans or optionally reducing the Revolving Credit Commitments (including for purposes of calculating the Outstanding amount of Loans and the amount of outstanding Revolving Credit Commitments and Letter of Credit Liabilities on such date), the date notice of such prepayment or reduction is deemed given pursuant to this Agreement (or, if no such notice is required (or the requirement for such notice is waived), the date of such optional prepayment or reduction of Commitments); (e) for purposes of calculating any fee or mandatory prepayment or mandatory commitment termination due hereunder, the date upon which such fee became due and payable or the date upon which such mandatory prepayment or mandatory commitment termination arose, provided that for purposes of making any prepayment required pursuant to §3.2, the Revaluation Date applicable to such prepayment shall be the last calendar day of each calendar quarter prior to the Revolving Credit Maturity Date, provided, further, that, for the avoidance of doubt, any payments or prepayments of principal amounts of Loans and repayments of drawings on Letters of Credit will be made in the currency in which such Loan or Letter of Credit is

denominated; (f) for purposes of calculating any financial covenant in §9 or any applicable monetary limit in §8 with respect to all amounts not denominated in Dollars, the date of determination for such financial covenant (except, in each case, (i) the Dollar Equivalent of any Derivatives Termination Value shall be determined as of the day set forth in the definition of “Indebtedness”, and (ii) the calculation of any such covenant which requires the determination of an Income Component of REIT, Borrower or any of their respective Subsidiaries or Unconsolidated Affiliates for amounts not denominated in Dollars shall be determined in accordance with the last sentence of §1.3(b)); (g) any Automatic Alternative Currency Conversion Date; (h) any other date under this Agreement when the Dollar Equivalent or Alternative Currency Equivalent is to be determined; and (i) at any time that a Default or Event of Default exists or an Automatic Alternative Currency Conversion Trigger has occurred and is continuing, such additional dates as the Agent shall determine.

Revolving Credit Applicable Margin.  (a) On any date the Revolving Credit Applicable Margin for Revolving Credit LIBOR Rate Loans and Revolving Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of Parent Company and its respective Subsidiaries to the Gross Asset Value of Parent Company and its respective Subsidiaries:

The initial Revolving Credit Applicable Margin shall be at Pricing Level 1.  The Revolving Credit Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter.  In the event that Parent Company shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Revolving Credit Applicable Margin for Revolving Credit Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Revolving Credit Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate.

In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Revolving Credit Applicable Margin for any period (a “Revolving Credit Applicable Period”) than the Revolving Credit Applicable Margin applied for such Revolving Credit Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Revolving Credit Applicable Period, (ii) the Revolving Credit Applicable Margin shall be determined as if the Pricing Level for such higher Revolving Credit Applicable Margin were applicable for such Revolving Credit Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Revolving Credit Applicable Margin for such Revolving Credit Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

(b)        From and after the date that Agent first receives written notice from REIT or Borrower that Borrower has first obtained an Investment Grade Rating from (i) S&P or Moody’s, or (ii) a combination of Fitch and S&P or Moody’s and the Borrower delivers a written notice to Agent irrevocably electing to have the Revolving Credit Applicable Margin determined pursuant to this subparagraph (b), the Revolving Credit Applicable Margin shall mean, as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below:

At such time as this subparagraph (b) is applicable, the Revolving Credit Applicable Margin for each Base Rate Revolving Credit Loan shall be determined by reference to the Credit Rating Level in

effect from time to time, and the Revolving Credit Applicable Margin for any Interest Period for all Revolving Credit LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the Credit Rating Level in effect on the first day of such Interest Period; provided, however that no change in the Revolving Credit Applicable Margin resulting from the application of the Credit Rating Levels or a change in the Credit Rating Level shall be effective until three (3) Business Days after the date on which the Agent receives written notice of the application of the Credit Rating Levels and Borrower’s irrevocable election to have the Revolving Credit Applicable Margin determined pursuant to this subparagraph (b) or a change in such Credit Rating Level.  From and after the first date that the Revolving Credit Applicable Margin is based on Borrower’s Investment Grade Rating pursuant to this subparagraph (b), the Revolving Credit Applicable Margin shall no longer be calculated by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value (provided that any accrued interest payable at the Revolving Credit Applicable Margin determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value prior to such date shall be payable as provided in §2.6).

Revolving Credit Base Rate Loans.  U.S. Dollar Revolving Credit Loans bearing interest calculated by reference to the Base Rate.

Revolving Credit Commitment.  With respect to each Revolving Credit Lender, the amount set forth on Schedule 1.1 hereto as the amount in Dollars of such Revolving Credit Lender’s Revolving Credit Commitment to make or maintain Revolving Credit Loans (other than Swing Loans and Bid Loans) to the Borrower, to participate in Letters of Credit for the account of the Borrower and to participate in Swing Loans to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement.  The Alternative Currency/Dollar Revolving Credit Commitment is separate from and not a part of the U.S. Dollar Revolving Credit Commitment.

Revolving Credit Commitment Percentage.  With respect to each Revolving Credit Lender, the percentage set forth on Schedule 1.1 hereto as such Revolving Credit Lender’s percentage of the Total Revolving Credit Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the Revolving Credit Commitments of the Revolving Credit Lenders have been terminated as provided in this Agreement, then the Revolving Credit Commitment of each Revolving Credit Lender shall be determined based on the Revolving Credit Commitment Percentage of such Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

Revolving Credit Lenders.  Collectively, the Lenders which have a Revolving Credit Commitment, the initial Revolving Credit Lenders being identified on Schedule 1.1 hereto.

Revolving Credit LIBOR Rate Loans.  Revolving Credit Loans bearing interest calculated by reference to LIBOR.

Revolving Credit Loan or Loans.  An individual Revolving Credit Loan or the aggregate Revolving Credit Loans, as the case may be, in the maximum principal amount of $1,000,000,000.00 (subject to increase as provided in §2.11) to be made by the Revolving Credit

Lenders hereunder as more particularly described in §2. Without limiting the foregoing, Revolving Credit Loans shall also include Revolving Credit Loans made pursuant to §2.10(f).

Revolving Credit Maturity Date.  December 17, 2023, as such date may be extended as provided in §2.15, or such earlier date on which the Revolving Credit Loans shall become due and payable pursuant to the terms hereof.

Revolving Credit Notes.  Collectively, the Revolving Credit Notes (U.S. Dollar) and Revolving Credit Notes (Alternative Currency/Dollar).

Revolving Credit Notes (Alternative Currency/Dollar).  See §2.1(b).

Revolving Credit Notes (U.S. Dollar).  See §2.1(b).

Same Day Funds.  With respect to disbursements and payments in Dollars, immediately available funds and with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in such Alternative Currency.

Sanctions Laws and Regulations.  Any applicable sanctions, prohibitions or requirements imposed by any applicable executive order or by any applicable sanctions program administered by OFAC or any successor to OFAC carrying out functions similar to the foregoing, the United States Department of State, the Office of the United States Treasury, the United Nations Security Council, the European Union or Her Majesty’s Treasury.

Santa Clara Ground Lease.  The Ground Lease dated October 2, 1997 between Mission-West Valley Land Corporation, as lessor, and Nexus Properties, Inc., Kinetic Systems, Inc., Digital Square, Inc., R. Darrell Gary, Michael J. Reidy, Michael J. Reidy as Trustee of the Ronald Bonaguidi Irrevocable Trust, as lessee, as described in that certain Memorandum of Ground Lease filed for record in the Office of the Records of the County of Santa Clara on May 15, 1998 as Instrument No. 14187699, as amended by that certain Assignment of Lease, effective as of October 10, 1997, wherein Digital Square, Inc. assigned its interest to Nexus Properties, Inc., as described in that certain Assignment of Lease filed for record in the Office of the Records of the County of Santa Clara on May 15, 1998, under Instrument No. 14187705, as amended by that certain First Amendment to Ground Lease dated April 29, 1998, as described in that certain Memorandum of First Amendment to Ground Lease filed for record in the Office of the Records of the County of Santa Clara on May 15, 1998, under Instrument No. 1418770, as amended by that certain Assignment and Assumption of Ground Lease dated October 31, 2007 wherein lessee assigned its interest to Quality Investment Properties Santa Clara, LLC, a Delaware limited liability company, as amended by that certain Second Amendment to Ground Lease dated September 24, 2009, and as amended by that certain Third Amendment to Ground Lease dated November 17, 2011, and as the same may hereafter be amended, restated or modified from time to time, which ground lease is subject to that certain Master Ground Lease – Parcel 12 dated October 2, 1997 between West Valley-Mission Community College District, a California community college district, as master lessor, and Mission-West Valley Land Corporation, a California non-profit public benefit corporation, as master lessee, as described in that certain Memorandum of Master Ground Lease filed for record in the

Office of the Records of the County of Santa Clara on May 15, 1998 as Instrument No. 14187697, as amended by that certain First Amendment to Master Ground Lease dated April 29, 1998, as described in that certain Memorandum of First Amendment to Master Ground Lease filed for record in the Office of the Records of the County of Santa Clara on May 15, 1998 as Instrument No. 14187698, and as the same may hereafter be amended, restated or modified from time to time.

SEC.  The federal Securities and Exchange Commission.

Secured Debt.  With respect to Parent Company or any of its Subsidiaries as of any given date, the aggregate principal amount of all Indebtedness of such Persons on a Consolidated basis outstanding at such date and that is secured in any manner by any Lien.

Set-up Fees.  Amounts paid by a tenant or licensee under the Leases for installation and other set-up activities performed by the Borrower, a Subsidiary Guarantor or an Additional Subsidiary Guarantor.

Sixth Amended and Restated Credit Agreement.  As defined in the recitals.

S&P.  Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services limited liability company business.

Spot Rate.  For a Currency, the rate reasonably determined by the Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such Currency with another Currency through its principal foreign exchange trading office at approximately 11:00 a.m. (London time) on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Agent may obtain such spot rate from another financial institution designated by the Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such Currency.

Specified Currency.  See §38.

Springing Guaranty.  The Fifth Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith given by the REIT to and for the benefit of Agent and the Lenders, as the same may be modified, amended, restated or ratified.

Stabilized Property.  A completed Data Center Property on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for eighteen (18) months, or which has a capitalized value determined in accordance with GAAP that exceeds its undepreciated book value determined in accordance with GAAP, shall constitute a Stabilized Property.  Additionally, the Borrower may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property.  Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property.

State.  A state of the United States of America and the District of Columbia.

Sterling or £.  The lawful currency of the United Kingdom.

Sublessor.  See §6.32(a).

Subordinated Bond Indenture.  The Indenture of Trust dated as of November 1, 2015, by and between the DAFC, as borrower, and Synovus Bank as trustee for the benefit of QAE Acquisition Company, LLC as the holder of the Bond Subordinate Debt, as further amended, extended, supplemented, consolidated, renewed, restated or otherwise modified from time to time.

Subordinated Bond Lease.  The Lease Agreement between the DAFC and QAE Acquisition Company, LLC dated as of December 30, 2015, as originally executed, or if varied, extended, supplemented, consolidated, amended, replaced, renewed, modified, or restated from time to time as so varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated.

Subsidiary.  For any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.

Subsidiary Guarantors.  The Persons that are a party to the Guaranty from time to time, including any and all Additional Subsidiary Guarantors.

Supported QFC. See §39.

Suwanee Property.  All that certain property located at 300 Satellite Boulevard NW, Suwanee, Georgia 30024.

Swing Loan.  See §2.5(a).

Swing Loan Lender.  KeyBank, in its capacity as Swing Loan Lender and any successor thereof.

Swing Loan Commitment.  The sum of Sixty Million and No/100 Dollars ($60,000,000.00), as the same may be changed from time to time in accordance with the terms of this Agreement.

Swing Loan Note.  See §2.5(b).

TARGET Day. Any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Agent to be a suitable replacement) is open for the settlement of payments in Euro.

Tax Driven Lease.  Any Operating Lease or Ground Lease that is included in the Tax Driven Lease Transaction Documents.

Tax Driven Lease Transaction.  (i) the DAFC Transaction and (ii) any transaction pursuant to which the Borrower or a Subsidiary Guarantor conveys record title to a real property asset to a governmental entity and then leases such asset back from the governmental entity for the purposes of effecting a reduction in real property taxes where (a) the Borrower or the conveying Subsidiary Guarantor can repurchase the conveyed asset at any time (subject to any customary lock-out provisions) for nominal consideration, (b) no Indebtedness is incurred by the Borrower or such Subsidiary Guarantor under GAAP; provided, that, if the structure of any such transaction requires the issuance of bonds by the applicable governmental entity, such bonds are purchased by the Borrower or the Subsidiary Guarantor as consideration for the applicable real property transfer and the amounts receivable by the Borrower or a Subsidiary Guarantor on such bonds equals the rent payable under the applicable lease, (c) no net payments are required to be made to any third party as a result of such transaction and the corresponding Tax Driven Lease Transaction Documents (other than the reduced real property taxes and customary closing costs and fees), and (d) such transaction, however structured, is consummated on terms substantially similar to the DAFC Transactions including, without limitation, a subordination and standstill agreement substantially in the form as the Bond Subordination and Standstill Agreement.

Tax Driven Lease Transaction Documents.  (i) the Subordinated Bond Indenture and Subordinated Bond Lease and (ii) with respect to any Tax Driven Lease Transaction other than the DAFC Transaction, leases, indentures and such other documents that are customarily required for a transaction of that type and that satisfy the requirements of the definition of Tax Driven Lease Transaction.

Tax Protection Agreement.  The Tax Protection Agreement dated as of October 15, 2013 made by REIT, Borrower and each of parties identified as a signatory on Schedule 2.1(a) thereto as a “Protected Partner”, as the same may be further varied, amended, restated, renewed, consolidated, extended or otherwise supplemented from time to time with the approval of Agent.

Term A Base Rate Loans.  The Term Loans A bearing interest by reference to the Base Rate.

Term A LIBOR Rate Loans.  The Term Loans A bearing interest by reference to LIBOR.

Term B Base Rate Loans.  The Term Loans B bearing interest by reference to the Base Rate.

Term B LIBOR Rate Loans.  The Term Loans B bearing interest by reference to LIBOR.

Term C Base Rate Loans.  The Term Loans C bearing interest by reference to the Base Rate.

Term C LIBOR Rate Loans.  The Term Loans C bearing interest by reference to LIBOR.

Term Base Rate Loans.  Collectively, the Term A Base Rate Loans, the Term B Base Rate Loans and the Term C Base Rate Loans.

Term LIBOR Rate Loans.  Collectively, the Term A LIBOR Rate Loans, the Term B LIBOR Rate Loans and the Term C LIBOR Rate Loans.

Term Loan or Term Loans.  Collectively, the Term Loans A, the Term Loans B and the Term Loans C.

Term Loan A or Term Loans A.  An individual Term Loan  or the aggregate Term Loans, as the case may be, in the maximum principal amount of $225,000,000.00 (subject to increase as provided in §2.11) made by the Term Loan A Lenders hereunder.

Term Loan A Applicable Margin.  (a)  On any date the Term Loan A Applicable Margin for Term A LIBOR Rate Loans and Term A Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of Parent Company and its respective Subsidiaries to the Gross Asset Value of Parent Company and its respective Subsidiaries:

The initial Term Loan A Applicable Margin shall be at Pricing Level 1.  The Term Loan A Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter.  In the event that Parent Company shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Term Loan A Applicable Margin for Term Loans A shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Term Loan A Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate.

In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or Term Loan A Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Term Loan A Applicable Margin for any period (a “Term Loan A Applicable Period”) than the Term Loan A Applicable Margin applied for such Term Loan A Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Term Loan A Applicable Period, (ii) the Term Loan A Applicable Margin shall be determined as if the Pricing Level for such higher Term Loan A Applicable Margin were applicable for such Term Loan A Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Term Loan A Applicable Margin for such Term Loan A Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

(b)        From and after the date that Agent first receives written notice from REIT or Borrower that Borrower has first obtained an Investment Grade Rating from (i) S&P or Moody’s, or (ii) a combination of Fitch and S&P or Moody’s and the Borrower delivers a written notice to Agent irrevocably electing to have the Term Loan A Applicable Margin determined pursuant to this subparagraph (b), the Term Loan A Applicable Margin shall mean, as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below:

At such time as this subparagraph (b) is applicable, the Term Loan A Applicable Margin for each Term A Base Rate Loan shall be determined by reference to the Credit Rating Level in effect from time to time, and the Term Loan A Applicable Margin for any Interest Period for all

Term A LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the Credit Rating Level in effect on the first day of such Interest Period; provided, however that no change in the Term Loan A Applicable Margin resulting from the application of the Credit Rating Levels or a change in the Credit Rating Level shall be effective until three (3) Business Days after the date on which the Agent receives written notice of the application of the Credit Rating Levels and Borrower’s irrevocable election to have the Term Loan A Applicable Margin determined pursuant to this subparagraph (b) or a change in such Credit Rating Level.  From and after the first date that the Term Loan A Applicable Margin is based on Borrower’s Investment Grade Rating pursuant to this subparagraph (b), the Term Loan A Applicable Margin shall no longer be calculated by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value (provided that any accrued interest payable at the Term Loan A Applicable Margin determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value prior to such date shall be payable as provided in §2.6).

Term Loan A Commitment.  As to each Term Loan A Lender, the amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of the aggregate principal amount of the Term Loans A from time to time Outstanding to the Borrower.

Term Loan A Commitment Percentage.  With respect to each Term Loan A Lender, the percentage set forth on Schedule 1.1 hereto as such Term Loan A Lender’s percentage of the aggregate Term Loans A to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement.

Term Loan A Lenders.  Collectively, the Lenders which have a Term Loan A Commitment, the initial Term Loan A Lenders being identified on Schedule 1.1 hereto.

Term Loan A Maturity Date.   December 17, 2024, or such earlier date on which the Term Loans A shall become due and payable pursuant to the terms hereof.

Term Loan A Notes.  A promissory note or notes made by the Borrower in favor of a Term Loan A Lender in the principal face amount equal to such Term Loan A Lender’s Term Loan A Commitment, in substantially the form of Exhibit A-3 hereto.

Term Loan B or Term Loans B.  An individual Term Loan or the aggregate Term Loans, as the case may be, in the maximum principal amount of $225,000,000.00 (subject to increase as provided in §2.11) made by the Term Loan B Lenders hereunder.

Term Loan B Applicable Margin.  (a)            On any date the Term Loan B Applicable Margin for Term B LIBOR Rate Loans and Term B Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of Parent Company and its respective Subsidiaries to the Gross Asset Value of Parent Company and its respective Subsidiaries:

The initial Term Loan B Applicable Margin shall be at Pricing Level 1.  The Term Loan B Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter.  In the event that Parent Company shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Term Loan B Applicable Margin for Term Loans B shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Term Loan B Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate.

In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or Term Loan B Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Term Loan B Applicable Margin for any period (a “Term Loan B Applicable Period”) than the Term Loan B Applicable Margin applied for such Term Loan B Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Term Loan B Applicable Period, (ii) the Term Loan B Applicable Margin shall be determined as if the Pricing Level for such higher Term Loan B Applicable Margin were applicable for such Term Loan B Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Term Loan B Applicable Margin for such Term Loan B Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

(b)        From and after the date that Agent first receives written notice from REIT or Borrower that Borrower has first obtained an Investment Grade Rating from (i) S&P or Moody’s, or (ii) a combination of Fitch and S&P or Moody’s and the Borrower delivers a written notice to Agent irrevocably electing to have the Term Loan B Applicable Margin determined pursuant to this subparagraph (b), the Term Loan B Applicable Margin shall mean, as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below:

At such time as this subparagraph (b) is applicable, the Term Loan B Applicable Margin for each Term B Base Rate Loan shall be determined by reference to the Credit Rating Level in effect from time to time, and the Term Loan B Applicable Margin for any Interest Period for all Term B LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the Credit Rating Level in effect on the first day of such Interest Period; provided, however that no change in the Term Loan B Applicable Margin resulting from the application of the Credit Rating Levels or a change in the Credit Rating Level shall be effective until three (3) Business Days after the date on which the Agent receives written notice of the application of the Credit Rating Levels and Borrower’s irrevocable election to have the Term Loan B Applicable Margin determined pursuant to this subparagraph (b) or a change in such Credit Rating Level.  From and after the first date that the Term Loan B Applicable Margin is based on Borrower’s Investment Grade Rating pursuant to this subparagraph (b), the Term Loan B Applicable Margin shall no longer be calculated by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value (provided that any accrued interest payable at the Term Loan B Applicable Margin determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value prior to such date shall be payable as provided in §2.6).

Term Loan B Commitment.  As to each Term Loan B Lender, the amount equal to such Term Loan B Lender’s Term Loan B Commitment Percentage of the aggregate principal amount of the Term Loans B from time to time Outstanding to the Borrower.

Term Loan B Commitment Percentage.  With respect to each Term Loan B Lender, the percentage set forth on Schedule 1.1 hereto as such Term Loan B Lender’s percentage of the

aggregate Term Loans B to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement.

Term Loan B Lenders.  Collectively, the Lenders which have a Term Loan B Commitment, the initial Term Loan B Lenders being identified on Schedule 1.1 hereto.

Term Loan B Maturity Date.  April 27, 2025, or such earlier date on which the Term Loans B shall become due and payable pursuant to the terms hereof.

Term Loan B Notes.  A promissory note or notes made by the Borrower in favor of a Term Loan B Lender in the principal face amount equal to such Term Loan B Lender’s Term Loan B Commitment, in substantially the form of Exhibit A-4 hereto.

Term Loan C or Term Loans C.  An individual Term Loan  or the aggregate Term Loans, as the case may be, in the maximum principal amount of $250,000,000.00 (subject to increase as provided in §2.11) made by the Term Loan C Lenders hereunder.

Term Loan C Applicable Margin.  (a)  On any date the Term Loan C Applicable Margin for Term C LIBOR Rate Loans and Term C Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of Parent Company and its respective Subsidiaries to the Gross Asset Value of Parent Company and its respective Subsidiaries:

The initial Term Loan C Applicable Margin shall be at Pricing Level 1.  The Term Loan C Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter.  In the event that Parent Company shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Term Loan C Applicable Margin for Term Loans C shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which

event the Term Loan C Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate.

In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or Term Loan C Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Term Loan C Applicable Margin for any period (a “Term Loan C Applicable Period”) than the Term Loan C Applicable Margin applied for such Term Loan C Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Term Loan C Applicable Period, (ii) the Term Loan C Applicable Margin shall be determined as if the Pricing Level for such higher Term Loan C Applicable Margin were applicable for such Term Loan C Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Term Loan C Applicable Margin for such Term Loan C Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

(b)        From and after the date that Agent first receives written notice from REIT or Borrower that Borrower has first obtained an Investment Grade Rating from (i) S&P or Moody’s, or (ii) a combination of Fitch and S&P or Moody’s and the Borrower delivers a written notice to Agent irrevocably electing to have the Term Loan C Applicable Margin determined pursuant to this subparagraph (b), the Term Loan C Applicable Margin shall mean, as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below:

At such time as this subparagraph (b) is applicable, the Term Loan C Applicable Margin for each Term C Base Rate Loan shall be determined by reference to the Credit Rating Level in effect from time to time, and the Term Loan C Applicable Margin for any Interest Period for all Term C LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the Credit Rating Level in effect on the first day of such Interest Period; provided, however that no change in the Term Loan C Applicable Margin resulting from the application of the Credit Rating Levels or a change in the Credit Rating Level shall be effective until three (3) Business Days after the date on which the Agent receives written notice of the application of the Credit Rating Levels and Borrower’s irrevocable election to have the Term Loan C Applicable Margin determined pursuant to this subparagraph (b) or a change in such Credit Rating Level.  From and after the first date that the Term Loan C Applicable Margin is based on Borrower’s Investment Grade Rating pursuant to this subparagraph (b), the Term Loan C Applicable Margin shall no longer be calculated by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value (provided that any accrued interest payable at the Term Loan C Applicable Margin determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value prior to such date shall be payable as provided in §2.6).

Term Loan C Commitment.  As to each Term Loan C Lender, the amount equal to such Term Loan C Lender’s Term Loan C Commitment Percentage of the aggregate principal amount of the Term Loans C from time to time Outstanding to the Borrower.

Term Loan C Commitment Percentage.  With respect to each Term Loan C Lender, the percentage set forth on Schedule 1.1 hereto as such Term Loan C Lender’s percentage of the aggregate Term Loans C to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement.

Term Loan C Lenders.  Collectively, the Lenders which have a Term Loan C Commitment, the initial Term Loan C Lenders being identified on Schedule 1.1 hereto.

Term Loan C Maturity Date.   October 18, 2026, or such earlier date on which the Term Loans C shall become due and payable pursuant to the terms hereof.

Term Loan C Notes.  A promissory note or notes made by the Borrower in favor of a Term Loan C Lender in the principal face amount equal to such Term Loan C Lender’s Term Loan C Commitment, in substantially the form of Exhibit A-5 hereto.

Term Loan C Prepayment Premium.  An amount equal to (i) two percent (2.0%) of the principal amount of the Term Loans C being prepaid if any such prepayment occurs during the period of October 18, 2019 through October 17, 2020, and (ii) one percent (1.0%) of the principal amount of Term Loans C being prepaid if any such prepayment occurs during the period of October 18, 2020 through October 17, 2021.  No prepayment premium shall be required  in respect of any prepayment of Term Loans C made after October 17, 2021.

Term Loan Commitment.  As to each Term Loan Lender, the amount equal to such Term Loan Lender’s Term Loan Commitment Percentage of the aggregate principal amount of the Term Loans from time to time Outstanding to the Borrower.

Term Loan Commitment Percentage.  With respect to each Term Loan Lender, the percentage set forth on Schedule 1.1 hereto as such Term Loan Lender’s percentage of the aggregate Term Loans to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement.

Term Loan Lenders.  Collectively, the Term Loan A Lenders, the Term Loan B Lenders and the Term Loan C Lenders.

Term Loan Notes.  Collectively, the Term Loan A Notes, the Term Loan B Notes and the Term Loan C Notes.

Titled Agents.  The Joint Lead Arrangers and Bookrunners, and any syndication agent or documentation agent.

Total Alternative Currency/Dollar Revolving Credit Commitment. The sum of the Alternative Currency/Dollar Revolving Credit Commitments of the Alternative Currency/Dollar Revolving Credit Lenders, as in effect from time to time. As of the date of the Agreement, the Total Alternative Currency/Dollar Revolving Credit Commitment is Three Hundred Million and No/100 Dollars ($300,000,000.00).  The Total Alternative Currency/Dollar Revolving Credit Commitment may be increased in accordance with §2.11.

Total Commitment.  The sum of the Dollar Equivalent of the Commitments of the Lenders, as in effect from time to time.  As of the date of this Agreement, the Total Commitment is One Billion Seven Hundred Million and No/100 Dollars ($1,700,000,000.00).  The Total Commitment may increase in accordance with §2.11.

Total Revolving Credit Commitment.  The Dollar Equivalent of the sum of the Total U.S. Dollar Revolving Credit Commitment and Total Alternative Currency/Dollar Revolving Credit Commitment.

Total U.S. Dollar Revolving Credit Commitment. The sum of the U.S. Dollar Revolving Credit Commitments of the U.S. Dollar Revolving Credit Lenders, as in effect from time to time. As of the date of this Agreement, the Total U.S. Dollar Revolving Credit Commitment is Seven Hundred Million and No/100 Dollars ($700,000,000.00). The Total U.S. Dollar Revolving Credit Commitment may increase in accordance with §2.11.

Total Term Loan A Commitment.  The sum of the Term Loan A Commitments of the Term Loan A Lenders, as in effect from time to time.  As of the date of this Agreement, the Total Term Loan A Commitment is Two Hundred Twenty-Five Million and No/100 Dollars ($225,000,000.00).  The Total Term Loan A Commitment may increase in accordance with §2.11.

Total Term Loan B Commitment.  The sum of the Term Loan B Commitments of the Term Loan B Lenders, as in effect from time to time.  As of the date of this Agreement, the Total Term Loan B Commitment is Two Hundred Twenty-Five Million and No/100 Dollars ($225,000,000.00).  The Total Term Loan B Commitment may increase in accordance with §2.11.

Total Term Loan C Commitment.  The sum of the Term Loan C Commitments of the Term Loan C Lenders, as in effect from time to time.  As of the date of this Agreement, the Total

Term Loan C Commitment is Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00).  The Total Term Loan C Commitment may increase in accordance with §2.11.

Total Term Loan Commitment.  Collectively, the sum of the Total Term Loan A Commitment, the Total Term Loan B Commitment and the Total Term Loan C Commitment.

Transfer.  Any sale, conveyance, assignment, alienation, mortgage, hypothecation, encumbrance, grant or a lien over or a security interest in, pledge or other transfer.

Type.  As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.

U.S. Special Resolution Regimes. See §39.

Unconsolidated Affiliate.  In respect of any Person, any other Person in whom such Person holds an Investment, (a) which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such first Person on the consolidated financial statements of such first Person, or (b) which is not a Subsidiary of such first Person.

Unencumbered Asset Pool.  All of the Unencumbered Asset Pool Properties.

Unencumbered Asset Pool Availability.  The Unencumbered Asset Pool Availability shall be the amount which is the lowest of (a) the maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Unsecured Debt other than the Loans and Letter of Credit Liabilities, would not cause the Consolidated Total Unsecured Debt plus any Capitalized Lease Obligations of Borrower and its Subsidiaries with respect to any of the Unencumbered Asset Pool Properties to be greater than sixty percent (60.0%) (or sixty-five percent (65%) if such percentage is the applicable percentage pursuant to the terms of §9.1(a)) of Unencumbered Asset Pool Value as most recently determined under this Agreement, and (b) the maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Unsecured Debt other than the Loans and Letter of Credit Liabilities, would not cause the Unencumbered Asset Pool Debt Yield to be less than ten and one-half percent (10.5%).

Unencumbered Asset Pool Value.  On a Consolidated basis for Borrower and the Subsidiary Guarantors which own an Unencumbered Asset Pool Property, Unencumbered Asset Pool Value shall mean the sum of (without duplication with respect to any Unencumbered Asset Pool Property):

(a)   the aggregate sum of the Adjusted Net Operating Income for an Unencumbered Asset Pool Property that is owned or leased pursuant to a Ground Lease by Borrower or any of the Subsidiary Guarantors divided by the Primary Capitalization Rate; plus

(b)   the aggregate sum of the Adjusted Net Operating Income for each Unencumbered Asset Pool Property that is a Leased Property divided by the applicable Leased Property Capitalization Rate; plus

(c)   the undepreciated cost basis book value determined in accordance with GAAP of all Unencumbered Asset Pool Properties acquired by Borrower or any of the Subsidiary Guarantors

during the two (2) fiscal quarters most recently ended prior to the date of determination (provided that Borrower shall have the right to make an irrevocable election to value such Unencumbered Asset Pool Property at its capitalized value (as determined pursuant to clause (a) or (b) of this definition, as applicable, and measured on the most recent fiscal quarter annualized until the Unencumbered Asset Pool Property has been owned for two (2) full fiscal quarters) after it has owned by Borrower or any of the Subsidiary Guarantors for at least one (1) fiscal quarter); plus

(d)   the undepreciated book value determined in accordance with GAAP of all Development Properties that are Unencumbered Asset Pool Properties owned by Borrower or any of the Subsidiary Guarantors; plus

(e)   the aggregate amount of all Unrestricted Cash and Cash Equivalents of Borrower and the Subsidiary Guarantors as of the date of determination determined in accordance with GAAP.

Unencumbered Asset Pool Value will be adjusted, as appropriate, for acquisitions, dispositions and other changes to the portfolio during the two fiscal quarters most recently ended prior to a date of determination. For purposes of this definition, to the extent that Unencumbered Asset Pool Value attributable to (i) Unencumbered Asset Pool Properties which are Leased Properties (excluding any Tax Driven Lease) would exceed ten percent (10%) of the Unencumbered Asset Pool Value, (ii) Unencumbered Asset Pool Properties which are on Ground Leases (excluding any Tax Driven Lease) would exceed twenty percent  (20%) of the Unencumbered Asset Pool Value, or (iii) Unencumbered Asset Pool Properties which are Development Properties would exceed twenty-five percent (25%) of the Unencumbered Asset Pool Value, or (iv) Unencumbered Asset Pool Properties which are International Investments would exceed seven and one-half (7.5%) of the Unencumbered Asset Pool Value, or (v) Unencumbered Asset Pool Properties which are Leased Properties, Ground Leases, or International Investments would combined exceed twenty-five percent (25%) of Unencumbered Asset Pool Value, then in each case such excess shall be excluded.

Unencumbered Asset Pool Debt Yield.  The quotient of (a) Adjusted Net Operating Income of the Unencumbered Asset Pool divided by (b) the sum of (i) Consolidated Total Unsecured Debt plus (ii) all Capitalized Lease Obligations of Borrower and its Subsidiaries with respect to any of the Unencumbered Asset Pool Properties, expressed as a percentage.  For the purposes of calculating Unencumbered Asset Pool Debt Yield, when calculating Adjusted Net Operating Income for Unencumbered Asset Pool Properties not owned and operated by the Borrower or a Guarantor for two (2) full fiscal quarters, the Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties shall be calculated by using the actual historical results for such Unencumbered Asset Pool Properties (x) for the two (2) full fiscal quarters most recently ended as if the Unencumbered Asset Pool Properties had been owned by the Borrower or a Guarantor during such period;  provided, however, to the extent actual historical Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties is unavailable, the Borrower may include such calculation of Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties calculated on a proforma basis, so long as the Agent shall have given its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.  Additionally, for Unencumbered Asset Pool Properties that have been disposed of during the period of two fiscal quarters most recently ended, the Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties shall be excluded from the calculation of Adjusted Net Operating Income. For purposes of this definition, to the extent that Adjusted Net Operating Income

attributable to (i) Unencumbered Asset Pool Properties which are Leased Properties (excluding any Tax Driven Lease) would exceed ten percent (10%) of the Adjusted Net Operating Income, (ii) Unencumbered Asset Pool Properties which are on Ground Leases (excluding any Tax Driven Lease) would exceed twenty percent  (20%) of the Adjusted Net Operating Income, (iii) Unencumbered Asset Pool Properties which are Development Properties would exceed twenty-five percent (25%) of the Adjusted Net Operating Income, (iv) Unencumbered Asset Pool Properties which are International Investments would exceed seven and one-half (7.5%) of Adjusted Net Operating Income, or (v) Unencumbered Asset Pool Properties which are Leased Properties, Ground Leases, or International Investments would combined exceed twenty-five percent (25%) of Adjusted Net Operating Income, then in each case such excess shall be excluded.

Unencumbered Asset Pool Property.  Eligible Real Estate which satisfies all the conditions set forth in §7.18(a) or which have been included in the calculation of the Unencumbered Asset Pool Availability pursuant to §7.18(b).  The Initial Unencumbered Asset Pool Properties are described on Schedule 1.6 hereto.

Unrestricted Cash and Cash Equivalents.  As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at fair market value).  As used in this definition, “Unrestricted” means the specified asset is not subject to any escrow, cash trap, reserves or Liens or claims of any kind in favor of any Person.

Unsecured Debt.  Indebtedness of Parent Company and its Subsidiaries outstanding at any time which is not Secured Debt.

Unused Fee.  See §2.3(a).

Unused Fee Percentage.  With respect to any day during a calendar quarter, (a) 0.15% per annum, if the sum of the Dollar Equivalent of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities outstanding on such day is 50% or more of the Total Revolving Credit Commitment, or (b) 0.25% per annum if the sum of the Dollar Equivalent of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities outstanding on such day is less than 50% of the Total Revolving Credit Commitment.

U.S. Dollar Revolving Credit Commitment.  With respect to each U.S. Dollar Revolving Credit Lender, the amount set forth on Schedule 1.1 hereto as the amount of such U.S. Dollar Revolving Credit Lender’s U.S. Dollar Revolving Credit Commitment to make or maintain U.S. Dollar Revolving Credit Loans (other than Swing Loans) to the Borrower, to participate in Letters of Credit for the account of the Borrower and to participate in Swing Loans to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement.

U.S. Dollar Revolving Credit Commitment Percentage.  With respect to each U.S. Dollar Revolving Credit Lender, the percentage set forth on Schedule 1.1 hereto as such U.S. Dollar Revolving Credit Lender’s percentage of the Total U.S. Dollar Revolving Credit Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the U.S. Dollar Revolving Credit Commitments of all of the U.S. Dollar Revolving Credit Lenders have been terminated as provided in this Agreement, then the U.S. Dollar Revolving

Credit Commitment Percentage of each U.S. Dollar Revolving Credit Lender shall be determined based on the U.S. Dollar Revolving Credit Commitment Percentage of such U.S. Dollar Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

U.S. Dollar Revolving Credit Lenders.  Collectively, the Lenders which have a U.S. Dollar Revolving Credit Commitment, or if the U.S. Dollar Revolving Credit Commitments have terminated or expired, any Lender that has a U.S. Dollar Revolving Credit Loan, or participation in a Letter of Credit or Swing Loan.  The initial U.S. Dollar Revolving Credit Lenders are identified on Schedule 1.1 hereto.

U.S. Dollar Revolving Credit Loan or Loans.  An individual U.S. Dollar Revolving Credit Loan or the aggregate U.S. Dollar Revolving Credit Loans, as the case may be, in the maximum principal amount of $700,000,000.00 (subject to increase as provided in §2.11) to be made by the U.S. Dollar Revolving Credit Lenders hereunder as more particularly described in §2.  Without limiting the foregoing, U.S. Dollar Revolving Credit Loans shall also include U.S. Dollar Revolving Credit Loans made pursuant to §2.10(f).

West Midtown Ground Lease.  The Indenture of Lease dated as of November 30, 1965 between Briton, LLC, as successor-in-interest to Belton Troy Holder, as lessor, and Westrock Timber Note Holding Company III, a Delaware corporation, as successor-in-interest to MW Custom Papers, LLC, a Delaware limited liability company, successor by conversion to MW Custom Papers, Inc., an Ohio corporation, successor to MW Custom Papers, Inc., a Delaware corporation, successor-by-merger to The Mead Corporation, an Ohio corporation, as lessee, recorded in the Fulton County Real Estate Records in Book 4522, Page 208, which was assigned by Westrock Timber Note Holding Company III to West Midtown Acquisition Company, LLC pursuant to that certain Assignment of Ground Lease, effective as of October 5, 2018, as the same may hereafter be amended, restated or modified from time to time.

Wholly Owned Subsidiary.  As to a Person, any Subsidiary of Parent Company that is directly or indirectly owned 100% by such Person.  Subject to the compliance by Borrower and the Subsidiary Guarantors with §8.18 of this Agreement, the Agent and the Lenders agree that, for so long as any real property asset of Borrower or any Subsidiary Guarantor is subject to a Tax Driven Lease Transaction, such property shall be treated as though it is owned by a Wholly Owned Subsidiary for all purposes under this Agreement.  Furthermore, for so long as net cash received (whether in the form of interest on bonds or otherwise) in connection with any Tax Driven Lease Transaction equals the net cash paid (whether in the form of rent or otherwise) under the applicable Tax Driven Lease Transaction Documents, such amounts shall be disregarded for purposes of calculating the financial covenants in §9.

Write-Down and Conversion Powers.  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.

§1.2     Rules of Interpretation.

(a)        A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement.

(b)        The singular includes the plural and the plural includes the singular.

(c)        A reference to any law includes any amendment or modification of such law.

(d)        A reference to any Person includes its permitted successors and permitted assigns and in the event such Person is a limited liability company and shall undertake an LLC Division, shall be deemed to include each limited liability company resulting from any such LLC Division.

(e)        Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer.

(f)        The words “include”, “includes” and “including” are not limiting.

(g)        The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted.

(h)        All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of Georgia, have the meanings assigned to them therein.

(i)         Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated.

(j)         The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.

(k)        In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of the Borrower, Guarantors or Agent, the Borrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment.  Until such time as such amendment shall have been executed and delivered by the Borrower, the Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

(l)         Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Parent Company or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), or (Y) other changes to GAAP taking effect after the Closing Date, in each case, to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect immediately prior to the effectiveness of such change.

(m)       For all purposes under the Loan Documents, in connection with any LLC Division: (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

§1.3     Currencies; Currency Equivalents.

(a)        At any time, any reference in the definition of the term “Alternative Currency” or in any other provision of this Agreement to the Currency of any particular nation shall mean the then lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the date of this Agreement.

(b)        The Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent of Outstanding Loans and Letter of Credit Liabilities denominated in Alternative Currencies.  Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable Currencies until the next Revaluation Date to occur.  Except for purposes of financial statements delivered hereunder or calculating covenants hereunder or except as otherwise provided herein, the applicable amount of any Currency (other than Dollars) for purposes of the Loan Documents shall be the Dollar Equivalent of such amount as so determined by the Agent. All financial statements delivered hereunder and covenants (including the respective components of such covenants) calculated hereunder by Borrower shall be calculated in Dollars using, for amounts denominated in currencies other than Dollars, the Spot Rate then in effect or such other rate as may be approved by Agent in its reasonable discretion; provided, however, that for any such financial statements or covenant calculations that require the determination of Net Operating Income, Net Income (or Loss) and/or EBITDA (each, an “Income Component”) of REIT, Borrower or any of their respective Subsidiaries or Unconsolidated Affiliates, any amounts comprising such Income

Components that are denominated in currencies other than Dollars shall be converted to Dollars using the same exchange rates used by REIT for its financial statements filed (or to be filed) with the SEC for the applicable period.

(c)        For purposes of determining (i) whether the amount of any Loan, together with all other Loans and Letter of Credit Liabilities then outstanding, would exceed the aggregate amount of Term Loan Commitments or the Revolving Credit Commitments (as applicable) or would cause a violation of any covenants contained herein, (ii) the aggregate unutilized amount of the Revolving Credit Commitments and (iii) the outstanding aggregate principal amount of the Loans or the Letter of Credit Liabilities, in each case, the outstanding principal amount of any Alternative Currency Loan shall be deemed to be the Dollar Equivalent of the amount of the Alternative Currency of such Loan determined by the Agent as of the applicable Revaluation Date.

(d)        For purposes of determining, in connection with the borrowing, converting, continuing or prepaying of a Loan hereunder on any date, any amount (including, without limitation, any required minimum or multiple amount) is expressed in Dollars, but such Loan is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Alternative Currency), as determined by the Agent, as of the applicable Revaluation Date.

(e)        The Agent does not warrant, or accept responsibility for, nor shall the Agent have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBOR” or with respect to any comparable or successor rate thereto.  Any determination by the Agent under this section shall be conclusive absent manifest error.

§2.       THE CREDIT FACILITY.

§2.1     Revolving Credit Loans; Bid Loans.

(a)        Subject to the terms and conditions set forth in this Agreement,

(i)         each of the U.S. Dollar Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Revolving Credit Maturity Date in Dollars as U.S. Dollar Revolving Credit Loans requested by the Borrower upon notice by the Borrower to the Agent given in accordance with §2.7, such sums as are requested by the Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) such U.S. Dollar Revolving Credit Lender’s U.S. Dollar Revolving Credit Commitment and (ii) such U.S. Dollar Revolving Credit Lender’s Revolving Credit Commitment Percentage of the Unencumbered Asset Pool Availability; and provided, further, that in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount of the U.S. Dollar Revolving Credit Loans (after giving effect to all amounts requested), the Dollar Equivalent of the Alternative Currency/Dollar Revolving Credit Loans, Swing Loans, Bid Loans and Letter of Credit Liabilities shall not at any time exceed the Total Revolving Credit Commitment and the outstanding principal amount of the U.S.  Revolving Credit Loans (after giving effect to all amounts requested), the Dollar Equivalent of the Alternative Currency/Dollar Revolving Credit Loans, Term Loans, Swing Loans,

Bid Loans and Letter of Credit Liabilities shall not at any time exceed the Total Commitment or cause a violation of the covenants set forth in §9.1.   Each U.S. Dollar Revolving Credit Loan shall be made pro rata by the U.S. Dollar Revolving Credit Lenders in accordance with each U.S. Dollar Revolving Credit Lender’s U.S. Dollar Revolving Credit Commitment Percentage.  Each request for a U.S. Dollar Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in §10 and §11 have been satisfied on the date of such request.  The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice from a U.S. Dollar Revolving Credit Lender that such conditions have not been satisfied.  No U.S. Dollar Revolving Credit Lender shall have any obligation to make U.S. Dollar Revolving Credit Loans to the Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Note (U.S. Dollar).

(ii)       Subject to the terms and conditions set forth in this Agreement, each of the Alternative Currency/Dollar Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Revolving Credit Maturity Date in Dollars or in any Alternative Currency as Alternative Currency/Dollar Revolving Credit Loans requested by the Borrower upon notice by the Borrower to the Agent given in accordance with §2.7, such sums as are requested by the Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) such Alternative Currency/Dollar Revolving Credit Lender’s Alternative Currency/Dollar Revolving Credit Commitment and (ii) such Alternative Currency/Dollar Revolving Credit Lender’s Alternative Currency/Dollar Revolving Credit Commitment Percentage of the Unencumbered Asset Pool Availability; and provided, further, that in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount of the U.S. Dollar Revolving Credit Loans, the Dollar Equivalent of the Alternative Currency/Dollar Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans, Bid Loans and Letter of Credit Liabilities shall not at any time exceed the Total Revolving Credit Commitment and the outstanding principal amount of the U.S. Dollar Revolving Credit Loans, the Dollar Equivalent of the Alternative Currency/Dollar Revolving Credit Loans (after giving effect to all amounts requested), Term Loans, Swing Loans, Bid Loans and Letter of Credit Liabilities shall not at any time exceed the Total Commitment or cause a violation of the covenants set forth in §9.1, and provided, further, that all borrowings, conversions and continuations of Alternative Currency/Dollar Revolving Credit Loans and all selection of Interest Periods shall be in such amounts and be made pursuant to such elections so that the Dollar Equivalent of the aggregate principal amount of all Alternative Currency/Dollar Revolving Credit Loans and the Letter of Credit Liabilities denominated in any Alternative Currency shall not exceed the Total Alternative Currency/Dollar Revolving Credit Commitment at any one time.  Each Alternative Currency/Dollar Revolving Credit Loan shall be made of the same Currency and Type and made by the Alternative Currency/Dollar Revolving Credit Lenders pro rata in accordance with each Alternative Currency/Dollar Revolving Credit Lender’s Alternative Currency/Dollar Revolving Credit Commitment Percentage.  Each request for an Alternative Currency/Dollar Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in §10 and §11 have been satisfied on the date of such request.  The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice from an Alternative Currency/Dollar Revolving Credit Lender that such conditions have not been satisfied.  No

Alternative Currency/Dollar Revolving Credit Lender shall have any obligation to make Alternative Currency/Dollar Revolving Credit Loans to the Borrower in the Dollar Equivalent of maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Note (Alternative Currency/Dollar).

(b)        The U.S. Dollar Revolving Credit Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A-1(A) hereto (collectively, the “Revolving Credit Notes (U.S. Dollar)”), dated of even date with this Agreement (except as otherwise provided in §2.11 or §18.3) and completed with appropriate insertions.  One Revolving Credit Note (U.S. Dollar) shall be payable to the order of each U.S. Dollar Revolving Credit Lender in the principal amount equal to such U.S. Dollar Revolving Credit Lender’s U.S. Dollar Revolving Credit Commitment.  The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any U.S. Dollar Revolving Credit Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such U.S. Dollar Revolving Credit Loan or (as the case may be) the receipt of such payment.  The outstanding amount of the U.S. Dollar Revolving Credit Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each U.S. Dollar Revolving Credit Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Revolving Credit Note (U.S. Dollar) to make payments of principal of or interest on any Revolving Credit Note (U.S. Dollar) when due.  The Alternative Currency/Dollar Revolving Credit Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A-1(B) hereto (collectively, the “Revolving Credit Notes (Alternative Currency/Dollar)”), dated of even date with this Agreement (except as otherwise provided in §2.11 or §18.3) and completed with appropriate insertions.  One Revolving Credit Note (Alternative Currency/Dollar) shall be payable to the order of each Alternative Currency/Dollar Revolving Credit Lender in the principal amount equal to such Alternative Currency/Dollar Revolving Credit Lender’s Alternative Currency/Dollar Revolving Credit Commitment.  The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any Alternative Currency/Dollar Revolving Credit Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Alternative Currency/Dollar Revolving Credit Loan or (as the case may be) the receipt of such payment.  The outstanding amount of the Alternative Currency/Dollar Revolving Credit Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Alternative Currency/Dollar Revolving Credit Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Revolving Credit Note (Alternative Currency/Dollar) to make payments of principal of or interest on any Revolving Credit Note (Alternative Currency/Dollar) when due.  There shall not be deemed to have occurred, and there has not otherwise occurred, any payment in full, satisfaction or novation of the indebtedness evidenced by the “Revolving Credit Notes”, as defined in the Sixth Amended and Restated Credit Agreement, which indebtedness is instead allocated among the Revolving Credit Lenders as of the date hereof, as applicable, in accordance with their respective Revolving Credit Commitment Percentages.  On the Closing Date, the U.S. Dollar Revolving Credit Lenders shall make adjustments among themselves so that the outstanding U.S. Dollar Revolving Credit Loans are consistent with their U.S. Dollar Revolving Credit Commitment Percentages.

(c)        Bid Loans.

(i)         From and after the date that Agent receives written notice that Borrower has first obtained an Investment Grade Rating from (i) S&P or Moody’s, or (ii) a combination of Fitch and S&P or Moody’s and that Borrower has irrevocably elected to have the Applicable Margin determined pursuant to subparagraph (b) of the definition of Revolving Credit Applicable Margin, then prior to the date that is five (5) days prior to the Revolving Credit Maturity Date, Borrower may make a written request for the Agent to solicit competitive bids from the U.S. Dollar Revolving Credit Lenders in the manner set forth in §2.1(c)(ii) below.  The U.S. Dollar Revolving Credit Lenders may make offers to make bid loans (each a “Bid Loan”) in Dollars only as requested by Borrower provided that (i) the sum of all Outstanding Bid Loans shall not exceed the Bid Loan Sublimit, (ii) in all events in accordance with §11.2 no Default or Event of Default shall have occurred and be continuing, (iii) the Outstanding Bid Loans, Outstanding Revolving Credit Loans (including the Alternative Currency/Dollar Revolving Credit Loans) and Outstanding Swing Loans (after giving effect to all amounts requested) plus Letter of Credit Liabilities shall not at any time exceed the Total Revolving Credit Commitment, (iv) the Outstanding Bid Loans, Outstanding U.S. Dollar Revolving Credit Loans and Outstanding Swing Loans (after giving effect to all amounts requested) plus Letter of Credit Liabilities denominated in Dollars shall not at any time exceed the Total U.S. Dollar Revolving Credit Commitment, (v) the Outstanding Bid Loans, Outstanding Revolving Credit Loans, the Outstanding Term Loans and Outstanding Swing Loans (after giving effect to all amounts requested), plus Letter of Credit Liabilities shall not at any time exceed the Total Commitment, (vi) the aggregate amount of Bid Loans requested for any date and with the same Interest Period (each a “Bid Loan Borrowing”) shall be at least $2,000,000 and in integral multiples of $1,000,000 in excess thereof, (vii) all Interest Periods applicable to Bid Loans shall be subject to and comply with the definition of Interest Period.  The U.S. Dollar Revolving Credit Lenders may, but shall have no obligation to, make such offers, and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this §2.1(c).  In no event shall Bid Loans be made to Borrower unless, at the time such Bid Loans are made, Borrower has obtained an Investment Grade Rating from (i) S&P or Moody’s, or (ii) a combination of Fitch and S&P or Moody’s.

(ii)       Bid Loan Procedures.

(1)        When Borrower wishes to request offers to make Bid Loans, it shall provide telephonic or electronic notice to the Agent (who shall promptly notify the U.S. Dollar Revolving Credit Lenders) followed promptly by written notice substantially in the form of Exhibit M-1 (each, a “Bid Loan Quote Request”) duly completed and executed by an Authorized Officer, so as to be received no later than 10:00 a.m. (Cleveland time) on the second Business Day before the proposed Drawdown Date (or such other time and date as Borrower and Agent, with the consent of the Majority U.S. Dollar Revolving Credit Lenders, may agree).  Each Bid Loan Quote Request shall specify the relevant date, amount and maturity for the proposed Bid Loan, and shall state whether a Bid Loan Quote is requested on the basis of a fixed interest rate (an “Absolute Rate Bid”) or on the basis of a margin over or under LIBOR (a “LIBOR Margin Bid”), shall state whether or not the requested Bid Loan is open to prepayment, and which shall be accompanied by payment of a nonrefundable $2,500 competitive bid request fee for the account of the Agent.  No Bid Loan Quote Request shall be made for a Bid Loan with a maturity of less than seven (7) days or more than one hundred eighty (180) days or with a maturity date subsequent to the Revolving Credit Maturity Date.

If a LIBOR Margin Bid is requested, the maturity date shall be one of the Interest Periods, and any such advance shall be a LIBOR Rate Loan.  The proposed funding date shall be a Business Day.  The Agent shall incur no liability whatsoever hereunder in acting upon any Bid Loan Quote Request purportedly made by an Authorized Officer of Borrower.  Subject to the definition of “Interest Period”, Borrower may request offers for up to three (3) different Bid Loan Borrowings in a single Bid Loan Quote Request, in which case such Bid Loan Quote Request shall be deemed a separate Bid Loan Quote Request for each such borrowing.  Except as otherwise provided in this Section, no Bid Loan Quote Request shall be given within five (5) Business Days (or such other number of days as Borrower and Agent, with the consent of the Majority U.S. Dollar Revolving Credit Lenders, may agree) of any other Bid Loan Quote Request.  Each Bid Loan Quote Request shall also contain the statements and certifications required by §2.7(i) and (ii).

(2)        Each U.S. Dollar Revolving Credit Lender may, but shall not be obligated to, in response to any Bid Loan Quote Request submit one or more written quotes substantially in the form of Exhibit M-2 (each a “Bid Loan Quote”), duly completed, each containing an offer to make a Bid Loan for the Interest Period requested and setting forth the rates of interest so offered by such U.S. Dollar Revolving Credit Lender to be applicable to such Bid Loan; provided that (a) a U.S. Dollar Revolving Credit Lender may make a single submission containing one or more Bid Loan Quotes in response to several Bid Loan Quote Requests given at the same time; and (b) the principal amount of the Bid Loan for which each such offer is being made shall be at least $2,000,000 and multiples of $1,000,000 in excess thereof; provided that the aggregate principal amount of all Bid Loans for which a U.S. Dollar Revolving Credit Lender submits Bid Loan Quotes (i) may be greater or less than the U.S. Dollar Revolving Credit Commitment of such U.S. Dollar Revolving Credit Lender but (ii) may not exceed the principal amount of the Bid Loan Borrowing for which offers were requested.  Each Bid Loan Quote by a U.S. Dollar Revolving Credit Lender other than the Person serving as the Agent must be submitted to Agent by fax not later than 8:00 a.m. (Cleveland time) on the Drawdown Date (or such other time and date as Borrower and Agent, with the consent of the Majority U.S. Dollar Revolving Credit Lenders, may agree); provided that any Bid Loan Quote may be submitted by the Person serving as Agent, in its capacity as a U.S. Dollar Revolving Credit Lender, only if the Person serving as Agent notifies Borrower of the terms of the offer contained therein not later than 7:45 a.m. (Cleveland time) on the Drawdown Date.  The Agent shall incur no liability whatsoever hereunder in acting upon any Bid Loan Quote purportedly made by a representative of a Lender, each of which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Lender.  Subject to §11 and §12, any Bid Loan Quote so made shall be irrevocable except with the consent of Agent given on the instructions of Borrower.  Unless otherwise agreed by Agent and Borrower, no Bid Loan Quote shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Bid Loan Quote Request and, in particular, no Bid Loan Quote may be conditioned upon acceptance by Borrower of all (or some specified minimum) of the principal amount of the Bid Loan for which such Bid Loan Quote is being made.

(3)        Agent shall, as promptly as practicable after any Bid Loan Quote is submitted (but in any event not later than 8:30 a.m. (Cleveland time) on the Drawdown Date, or 7:45 a.m. (Cleveland time) on the Drawdown Date with respect to any Bid Loan Quote submitted by the Person serving as Agent, in its capacity as a U.S. Dollar Revolving Credit Lender), notify Borrower of the terms (1) of any Bid Loan Quote submitted by a U.S. Dollar Revolving Credit Lender that is in accordance with this §2.1(c)(ii) and (2) of any Bid Loan Quote that amends,

modifies or is otherwise inconsistent with a previous Bid Loan Quote submitted by such U.S. Dollar Revolving Credit Lender with respect to the same Bid Loan Quote Request.  Any subsequent Bid Loan Quote shall be disregarded by Agent unless the subsequent Bid Loan Quote is submitted solely to correct a manifest error in a former Bid Loan Quote.  Agent’s notice to Borrower shall specify (x) the aggregate principal amount of the Bid Loan Borrowing for which Bid Loan Quotes have been received and (y) (I) the respective principal amounts and (II) the rates of interest so offered by each U.S. Dollar Revolving Credit Lender (identifying the U.S. Dollar Revolving Credit Lender that made each such Bid Loan Quote).

(4)        Not later than 9:00 a.m. (Cleveland time) on the Drawdown Date (or such other time and date as Borrower and Agent may agree, with the consent of each U.S. Dollar Revolving Credit Lender that has submitted a Bid Loan Quote), Borrower shall notify Agent of its acceptance or nonacceptance of the Bid Loan Quotes so notified to it, and Agent shall promptly notify each affected U.S. Dollar Revolving Credit Lender.  Failure of Borrower to timely give such notice shall constitute nonacceptance of the Bid Loan Quotes.  In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that are accepted.  Borrower may accept any Bid Loan Quote in whole or in part; provided that (1) any Bid Loan Quote accepted in part shall be at least $1,000,000 and multiples of $1,000,000 in excess thereof; (2) the aggregate principal amount of each Bid Loan Borrowing may not exceed the applicable amount set forth in the related Bid Loan Quote Request; (3) the aggregate principal amount of each Bid Loan Borrowing shall be at least $2,000,000 and multiples of $1,000,000 in excess thereof and shall not cause the limits specified above to be violated; (4) Borrower must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of an Absolute Rate Bid at a higher fixed interest rate; (5) Borrower must accept all LIBOR Margin Bids at all lower margins over (or greater margins under) LIBOR before accepting any portion of a LIBOR Margin Bid at a higher margin above (or lower margin under); and (6) Borrower may not accept any offer where Agent has advised Borrower that such offer fails to comply with this §2.1(c)(ii) or otherwise fails to comply with the requirements of this Agreement.  If offers are made by two or more U.S. Dollar Revolving Credit Lenders with the same interest rates for a greater aggregate principal amount than the amount in respect of which offers are permitted to be accepted for the related Interest Period, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by Borrower among such U.S. Dollar Revolving Credit Lenders as nearly as possible (in amounts of at least $1,000,000 and multiples of $500,000 in excess thereof) in proportion to the aggregate principal amount of such offers.  Determinations by Borrower of the amounts of Bid Loans shall be conclusive in the absence of manifest error.  Notwithstanding anything else contained herein, Borrower shall have no obligation to accept any Bid Loan Quote by a Defaulting Lender.

(5)        Subject to the terms set forth in this Agreement, any U.S. Dollar Revolving Credit Lender whose offer to make any Bid Loan has been accepted shall, prior to 10:00 a.m. (Cleveland time) on the date specified for the making of such Loan, make the amount of such Loan available to Agent in immediately available funds, for the account of Borrower. The amount so received by Agent shall, subject to the terms and conditions of this Agreement, be made available to Borrower on or before 11:00 a.m. (Cleveland time) on such date by depositing the same, in immediately available funds, in an account of Borrower designated by Borrower and maintained with Agent.

(6)        The Bid Loans shall be evidenced by separate promissory notes of Borrower in substantially the form of Exhibit D hereto (collectively, the “Bid Loan Notes”), dated of even date with this Agreement (except as otherwise provided in §2.11 or §18.3) in the amount of the Bid Loan Sublimit and completed with appropriate insertions.  One Bid Loan Note shall be payable to each U.S. Dollar Revolving Credit Lender in the principal amount equal to the Bid Loan Sublimit.  Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any Bid Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Bid Loan or (as the case may be) the receipt of such payment.  The Outstanding Bid Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each applicable U.S. Dollar Revolving Credit Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of Borrower hereunder or under any Bid Loan Note to make payments of principal of or interest on any Bid Loan Note when due.  There shall not be deemed to have occurred, and there has not otherwise occurred, any payment in full, satisfaction or novation of the indebtedness evidenced by the “Bid Loan Notes”, as defined in the Sixth Amended and Restated Credit Agreement.

(7)        Each Bid Loan shall be subject to all of the terms of this Agreement generally, provided that any U.S. Dollar Revolving Credit Lender who makes a Bid Loan to Borrower shall not, subject to the terms of §2.1(a), be relieved of its obligation to make U.S. Dollar Revolving Credit Loans to Borrower.  Unless the Bid Loan Quote Request specifies that the requested Bid Loan is prepayable and, no Bid Loan may be voluntarily prepaid without the prior written consent of the affected Lender.

§2.2     Commitment to Lend Term Loan.

(a)        Subject to the terms and conditions set forth in this Agreement, each of the Term Loan A Lenders severally agrees to lend to the Borrower such Term Loan A Lender’s Term Loan A Commitment denominated in Dollars only.  The Term Loans A shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A‑3 hereto, dated of even date with this Agreement (except as otherwise provided in §2.11 or §18.3) and completed with appropriate insertions.  One Term Loan A Note shall be payable to the order of each Term Loan A Lender in the principal amount equal to such Term Loan A Lender’s Term Loan Commitment.  There shall not be deemed to have occurred, and there has not otherwise occurred, any payment in full, satisfaction or novation of the indebtedness evidenced by the “Term Loan A Notes”, as defined in the Sixth Amended and Restated Credit Agreement, which indebtedness is instead allocated among the Term Loan A Lenders as of the date hereof, as applicable, in accordance with their respective Term Loan A Commitment Percentages.  On the Closing Date, the Term Loan A Lenders shall make adjustments among themselves so that the Outstanding Term Loans A are consistent with their Term Loan A Commitment Percentages.

(b)        Subject to the terms and conditions set forth in this Agreement, each of the Term Loan B Lenders severally agrees to lend to the Borrower such Term Loan B Lender’s Term Loan Commitment denominated in Dollars only.  The Term Loans B shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A-4 hereto, dated of even date with this Agreement (except as otherwise provided in §2.11 or §18.3) and completed with appropriate insertions.  One Term Loan B Note shall be payable to the order of each Term Loan B

Lender in the principal amount equal to such Term Loan B Lender’s Term Loan Commitment.  There shall not be deemed to have occurred, and there has not otherwise occurred, any payment in full, satisfaction or novation of the indebtedness evidenced by the “Term Loan B Notes”, as defined in the Sixth Amended and Restated Credit Agreement, which indebtedness is instead allocated among the Term Loan B Lenders as of the date hereof, as applicable, in accordance with their respective Term Loan B Commitment Percentages.  On the Closing Date, the Term Loan B Lenders shall make adjustments among themselves so that the Outstanding Term Loans B are consistent with their Term Loan B Commitment Percentages.

(c)        Subject to the terms and conditions set forth in this Agreement, each of the Term Loan C Lenders severally agrees to lend to the Borrower such Term Loan C Lender’s Term Loan Commitment denominated in Dollars only.  The Term Loans C shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A-5 hereto, dated of even date with this Agreement (except as otherwise provided in §2.11 or §18.3) and completed with appropriate insertions.  One Term Loan C Note shall be payable to the order of each Term Loan C Lender in the principal amount equal to such Term Loan C Lender’s Term Loan Commitment.

§2.3     Facility Unused Fee; Facility Fee.

(a)        The Borrower agrees to pay to the Agent for the account of each Revolving Credit Lender an unused facility fee (the “Unused Fee”) equal to an aggregate amount computed on a daily basis for such calendar year by multiplying the Unused Fee Percentage applicable to such day, calculated as a per diem rate, times the excess of the Total Revolving Credit Commitment over the Dollar Equivalent of the Outstanding Revolving Credit Loans (including Alternative Currency/Dollar Revolving Credit Loans), the Outstanding Swing Loans, and the aggregate Letter of Credit Liabilities on such day.  The Unused Fee shall be payable quarterly in arrears on the first Business Day after the last day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, and on any earlier date on which the Revolving Credit Commitments shall be reduced or shall terminate as provided in §2.4, with a final payment on the Revolving Credit Maturity Date.

(b)        From and after the third Business Day after Agent receives written notice that Borrower has first obtained an Investment Grade Rating from (i) S&P or Moody’s, or (ii) a combination of Fitch and S&P or Moody’s and that Borrower has irrevocably elected to have the Applicable Margin determined pursuant to subparagraph (b) of the definition of Revolving Credit Applicable Margin, the Unused Fee shall no longer accrue (but any accrued Unused Fee shall be payable as provided in §2.3(a)), and from and thereafter, the Borrower agrees to pay to the Agent for the account of the Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages a facility fee (the “Facility Fee”) calculated at the rate per annum set forth below based upon the applicable Credit Rating Level on the Total Revolving Credit Commitment:

The Facility Fee shall be calculated for each day and shall be payable quarterly in arrears on the first (1st) day of each fiscal quarter for the immediately preceding fiscal quarter or portion thereof, and on any earlier date on which the Revolving Credit Commitments shall be reduced or shall terminate as provided in §2.4, with a final payment on the Revolving Credit Maturity Date.  The Facility Fee shall be determined by reference to the Credit Rating Level in effect from time to time; provided, however, that no change in the Facility Fee rate resulting from a change in the Credit Rating Level shall be effective until three (3) Business Days after the date on which the Agent receives written notice of a change.

§2.4     Reduction and Termination of the Revolving Credit Commitments.  The Borrower shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Agent to reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof (provided that in no event shall the Total Revolving Credit Commitment be reduced in such manner to an amount less than $50,000,000.00) or to terminate entirely the Revolving Credit Commitments, whereupon the Revolving Credit Commitments of the Revolving Credit Lenders shall be reduced pro rata in accordance with their respective Revolving Credit Commitment Percentages of the amount specified in such notice or, as the case may be, terminated, any such termination or reduction to be without penalty except as otherwise set forth in §4.8; provided,  however, that no such termination or reduction shall be permitted if, after giving effect thereto, (a) the Dollar Equivalent of the sum of Outstanding U.S. Dollar Revolving Credit Loans, Outstanding Alternative Currency/Dollar Revolving Credit Loans, Outstanding Swing Loans, the Outstanding Bid Loans and the Letter of Credit Liabilities would exceed the Revolving Credit Commitments of the Revolving Credit Lenders as so terminated or reduced, (b) the Dollar Equivalent of the sum of Outstanding U.S. Dollar Revolving Credit Loans, Outstanding Swing Loans, the Outstanding Bid Loans and the Letter of Credit Liabilities would exceed the U.S. Dollar Revolving Credit Commitments of the U.S. Dollar Revolving Credit Lenders as so terminated or reduced, (c) the Dollar Equivalent of the sum of the Alternative Currency/Dollar Revolving Credit Loans would exceed the Alternative Currency/Dollar Revolving Credit Commitment of the Alternative Currency/Dollar Revolving Credit Lenders as so terminated and reduced, or (d) the Outstanding Bid Loans would exceed the Bid Loan Sublimit as so terminated or reduced.  Any reduction of the Total Revolving Credit Commitment shall be allocated pro rata between the U.S. Dollar Revolving Credit Commitment and the Alternative Currency/Dollar Revolving Credit Commitment, with such pro rata allocation determined by the amount that the Total U.S. Dollar Revolving Credit Commitment and the Total Alternative Currency/Dollar Revolving Credit Commitments, respectively, bear to the Total Revolving Credit Commitment, and shall be applied to each Revolving Credit Lender in accordance with its U.S. Dollar Revolving

Credit Commitment Percentage and Alternative Currency/Dollar Revolving Credit Commitment Percentage, respectively.  Promptly after receiving any notice from the Borrower delivered pursuant to this §2.4, the Agent will notify the Revolving Credit Lenders of the substance thereof.  Any reduction of the Revolving Credit Commitments shall also result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the maximum amount of Swing Loans, Bid Loans and Letters of Credit.  Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Revolving Credit Lenders the full amount of any Unused Fee or Facility Fee under §2.3 then accrued on the amount of the reduction.  No reduction or termination of the Revolving Credit Commitments may be reinstated.

§2.5     Swing Loan Commitment.

(a)        Subject to the terms and conditions set forth in this Agreement, Swing Loan Lender agrees to lend to the Borrower (the “Swing Loans”), and the Borrower may borrow (and repay and reborrow) in Dollars only, from time to time between the Closing Date and the date which is five (5) Business Days prior to the Revolving Credit Maturity Date upon notice by the Borrower to the Swing Loan Lender given in accordance with this §2.5, such sums as are requested by the Borrower for the purposes set forth in §2.9 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loan Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be continuing; (ii) the Dollar Equivalent of the Outstanding U.S. Dollar Revolving Credit Loans, Outstanding Swing Loans (after giving effect to all amounts requested), Outstanding Bid Loans and Letter of Credit Liabilities shall not at any time exceed the Total U.S. Dollar Revolving Credit Commitment; and (iii) the Dollar Equivalent of the Outstanding Revolving Credit Loans (including the Alternative Currency/Dollar Revolving Credit Loans), Outstanding Term Loans, Outstanding Swing Loans (after giving effect to all amounts requested), Outstanding Bid Loans and Letter of Credit Liabilities, shall not at any time exceed the lesser of (A) the Total Commitment, or (B) the Unencumbered Asset Pool Availability.  Swing Loans shall constitute “Revolving Credit Loans” for all purposes hereunder and whenever any calculation under this Agreement requires adding Outstanding Revolving Credit Loans and Outstanding Swing Loans, such calculation shall be made without duplication.  Notwithstanding anything to the contrary contained in this §2.5, the Swing Loan Lender shall not be obligated to make any Swing Loan at a time when any other U.S. Dollar Revolving Credit Lender is a Defaulting Lender, unless the Swing Loan Lender is satisfied that the participation therein will otherwise be fully allocated to the U.S. Dollar Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.14(c) and the Defaulting Lender shall not participate therein, except to the extent the Swing Loan Lender has entered into arrangements with the Borrower or such Defaulting Lender that are satisfactory to the Swing Loan Lender in its good faith determination to eliminate the Swing Loan Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral.  The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in §10 and §11 have been satisfied on the date of such funding.  The Swing Loan Lender may assume that the conditions in §10 and §11 have been satisfied unless Swing Loan Lender has received written notice from a U.S. Dollar Revolving Credit Lender that such conditions have not been satisfied.  Each Swing Loan shall be due and payable within five (5) Business Days of the date such Swing Loan was provided and the Borrower hereby agrees (to the extent not repaid as contemplated by §2.5(d) below) to repay each Swing Loan on or before the date that is five (5) Business Days from the date such Swing Loan was provided.

(b)        The Swing Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit A-2 hereto (the “Swing Loan Note”), dated the date of this Agreement and completed with appropriate insertions (except as provided in §2.11).  The Swing Loan Note shall be payable to the order of the Swing Loan Lender in the principal face amount equal to the Swing Loan Commitment and shall be payable as set forth below.  The Borrower irrevocably authorizes the Swing Loan Lender to make or cause to be made, at or about the time of the Drawdown Date of any Swing Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on the Swing Loan Lender’s Record reflecting the making of such Swing Loan or (as the case may be) the receipt of such payment.  The outstanding amount of the Swing Loans set forth on the Swing Loan Lender’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Swing Loan Lender, but the failure to record, or any error in so recording, any such amount on the Swing Loan Lender’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Swing Loan Note to make payments of principal of or interest on any Swing Loan Note when due.

(c)        The Borrower shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request executed by an Authorized Officer no later than 11:00 a.m. (Cleveland time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which shall be in the minimum amount of $1,000,000.00) and providing the wire instructions for the delivery of the Swing Loan proceeds.  The Loan Request shall also contain the statements and certifications required by §2.7(i) and (ii).  Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept such Swing Loan on the Drawdown Date.  Notwithstanding anything herein to the contrary, a Swing Loan shall be a Base Rate Loan and shall bear interest at the greater of (i) the Federal Funds Effective Rate, or (ii) the Base Rate plus, in each case, the Revolving Credit Applicable Margin for Base Rate Loans.  The proceeds of the Swing Loan will be disbursed by wire by the Swing Loan Lender to the Borrower no later than 1:00 p.m. (Cleveland time).

(d)        The Swing Loan Lender shall, within two (2) Business Days after the Drawdown Date with respect to such Swing Loan, request each U.S. Dollar Revolving Credit Lender, including the Swing Loan Lender, to make a U.S. Dollar Revolving Credit Loan pursuant to §2.1 in an amount equal to such U.S. Dollar Revolving Credit Lender’s U.S. Dollar Revolving Credit Commitment Percentage of the amount of the Swing Loan outstanding on the date such notice is given.  In the event that the Borrower does not notify the Agent in writing otherwise on or before noon (Cleveland Time) of the second (2nd) Business Day after the Drawdown Date with respect to such Swing Loan, Agent shall notify the U.S. Dollar Revolving Credit Lenders that such U.S. Dollar Revolving Credit Loan shall be a Revolving Credit LIBOR Rate Loan with an Interest Period of one (1) month, provided that the making of such Revolving Credit LIBOR Rate Loan will not be in contravention of any other provision of this Agreement, or if the making of a Revolving Credit LIBOR Rate Loan would be in contravention of this Agreement, then such notice shall indicate that such loan shall be a Revolving Credit Base Rate Loan.  The Borrower hereby irrevocably authorizes and directs the Swing Loan Lender to so act on its behalf, and agrees that any amount advanced to the Agent for the benefit of the Swing Loan Lender pursuant to this §2.5(d) shall be considered a U.S. Dollar Revolving Credit Loan pursuant to §2.1.  Unless any of the events described in paragraph (h), (i) or (j) of §12.1 shall have occurred (in which event the procedures of §2.5(e) shall apply), each U.S. Dollar Revolving Credit Lender shall make the proceeds of its U.S. Dollar Revolving Credit Loan available to the Swing Loan Lender for the account of the Swing Loan

Lender at the Agent’s Head Office prior to 12:00 noon (Cleveland time) in funds immediately available no later than the third (3rd) Business Day after the date such notice is given just as if the U.S. Dollar Revolving Credit Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the Revolving Credit Notes (U.S. Dollar).  The proceeds of such U.S. Dollar Revolving Credit Loan shall be immediately applied to repay the Swing Loans.

(e)        If for any reason a Swing Loan cannot be refinanced by a U.S. Dollar Revolving Credit Loan pursuant to §2.5(d), each U.S. Dollar Revolving Credit Lender will, on the date such U.S. Dollar Revolving Credit Loan pursuant to §2.5(d) was to have been made, purchase an undivided participation interest in the Swing Loan in an amount equal to its U.S. Dollar Revolving Credit Commitment Percentage of such Swing Loan.  Each U.S. Dollar Revolving Credit Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation and upon receipt thereof the Swing Loan Lender will deliver to such U.S. Dollar Revolving Credit Lender a Swing Loan participation certificate dated the date of receipt of such funds and in such amount.

(f)        Whenever at any time after the Swing Loan Lender has received from any U.S. Dollar Revolving Credit Lender such U.S. Dollar Revolving Credit Lender’s participation interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing Loan Lender will distribute to such U.S. Dollar Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such U.S. Dollar Revolving Credit Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Loan Lender is required to be returned, such U.S. Dollar Revolving Credit Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender to it.

(g)        Each U.S. Dollar Revolving Credit Lender’s obligation to fund a U.S. Dollar Revolving Credit Loan as provided in §2.5(d) or to purchase participation interests pursuant to §2.5(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such U.S. Dollar Revolving Credit Lender or the Borrower or Guarantors may have against the Swing Loan Lender, the Borrower or Guarantors or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or Guarantors or any of their respective Subsidiaries; (iv) any breach of this Agreement or any of the other Loan Documents by the Borrower, Guarantors or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.  Any portions of a Swing Loan not so purchased or converted may be treated by the Agent and Swing Loan Lender as against such U.S. Dollar Revolving Credit Lender as a U.S. Dollar Revolving Credit Loan which was not funded by the non-purchasing U.S. Dollar Revolving Credit Lender as contemplated by §2.8 and §12.5, and shall have such rights and remedies against such U.S. Dollar Revolving Credit Lender as are set forth in this Agreement.  Each Swing Loan, once so sold or converted, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a U.S. Dollar Revolving Credit Loan made by each U.S. Dollar Revolving Credit Lender under its U.S. Dollar Revolving Credit Commitment.

§2.6     Interest on Loans.

(a)        Each Revolving Credit Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Revolving Credit Base Rate Loan is repaid or converted to a Revolving Credit LIBOR Rate Loan at the rate per annum equal to the sum of the Base Rate plus the Revolving Credit Applicable Margin for Base Rate Loans.

(b)        Each Revolving Credit LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Revolving Credit Applicable Margin for Revolving Credit LIBOR Rate Loans.

(c)        Each Term A Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Term A Base Rate Loan is repaid or is converted to a Term A LIBOR Rate Loan at a rate per annum equal to the sum of the Term Loan A Applicable Margin for Term A Base Rate Loans plus the Base Rate.

(d)        Each Term A LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Term Loan A Applicable Margin for Term A LIBOR Rate Loans.

(e)        Each Term B Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Term B Base Rate Loan is repaid or is converted to a Term B LIBOR Rate Loan at a rate per annum equal to the sum of the Term Loan B Applicable Margin for Term B Base Rate Loans plus the Base Rate.

(f)        Each Term B LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Term Loan B Applicable Margin for Term B LIBOR Rate Loans.

(g)        Each Term C Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Term C Base Rate Loan is repaid or is converted to a Term C LIBOR Rate Loan at a rate per annum equal to the sum of the Term Loan C Applicable Margin for Term C Base Rate Loans plus the Base Rate.

(h)        Each Term C LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Term Loan C Applicable Margin for Term C LIBOR Rate Loans.

(i)         Each Bid Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Bid Loan is repaid at the rate per annum quoted by the Lender or Lenders making such Bid Loan pursuant to §2.1(c).

(j)         The Borrower promises to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto.

(k)        Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §4.1.

(l)         For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.

Unless the Alternate Rate is applicable pursuant to the terms of §4.1, §4.6 or §4.7, all Alternative Currency/Dollar Revolving Credit Loans shall be LIBOR Rate Loans.

§2.7     Requests for Revolving Credit Loans.  Except with respect to the initial Revolving Credit Loan made in Dollars on the Closing Date, the Borrower shall give to the Agent written notice executed by an Authorized Officer in the form of Exhibit G hereto (or telephonic notice confirmed in writing in the form of Exhibit G hereto) of each Revolving Credit Loan requested hereunder (a “Loan Request”) (a) by 11:00 a.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date with respect to Revolving Credit Base Rate Loans and two (2) Business Days prior to the proposed Drawdown Date with respect to Revolving Credit LIBOR Rate Loans denominated in Dollars, (b) by 11:00 a.m. (Cleveland time) three (3) Business Days prior to the proposed Drawdown Date with respect to Revolving Credit LIBOR Rate Loans to be determined in an Alternative Currency other than Australian Dollars, and (c) by 11:00 a.m. (Cleveland time) four (4) Business Days prior to the proposed Drawdown Date with respect to Revolving Credit LIBOR Rate Loans to be determined in an Australian Dollars. Each such notice shall specify with respect to the requested Revolving Credit Loan the proposed principal amount of such Revolving Credit Loan, if such Revolving Credit Loan is to be denominated in Dollars, whether such Loan is to be a U.S. Dollar Revolving Credit Loan or an Alternative Currency/Dollar Revolving Credit Loan, the Type of Revolving Credit Loan (provided that all Alternative Currency/Dollar Revolving Credit Loans shall be LIBOR Rate Loans), the Currency in which such Loan is to be made, the initial Interest Period (if applicable) for such Revolving Credit Loan and the Drawdown Date.  Each such notice shall also contain (i) a general statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of §2.9) and (ii) a certification by the Executive Vice President Finance, the chief financial officer or chief accounting officer of Parent Company that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making and use of such Revolving Credit Loan.  If the Borrower fails to specify a Currency in a Loan Request requesting a Revolving Credit Loan, then the requested Revolving Credit Loan shall be made in Dollars and, if the Borrower fails to specify whether a Revolving Credit Loan to be made in Dollars is to be a U.S. Dollar Revolving Credit Loan or an Alternative Currency/Dollar Revolving Credit Loan, such request shall be deemed a request for a U.S. Dollar Revolving Credit Loan.  Promptly upon receipt of any such notice, the Agent shall notify each of the Revolving Credit Lenders thereof.  Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the applicable Revolving Credit Lenders on the proposed Drawdown Date.  Nothing herein shall prevent the Borrower from seeking recourse against any Revolving Credit Lender that

fails to advance its proportionate share of a requested Revolving Credit Loan as required by this Agreement.  Each Loan Request shall be (a) for a Revolving Credit Base Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof; or (b) for a Revolving Credit LIBOR Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof; provided,  however, that there shall be no more than eight (8) Revolving Credit LIBOR Rate Loans (excluding any Bid Loans) outstanding at any one time.  If the Borrower fails to specify a Currency in a Loan Request requesting a Revolving Credit Loan, then the requested Revolving Credit Loan shall be made in Dollars.

§2.8     Funds for Loans.

(a)        Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans denominated in Dollars or on the Effective Date or any Increase Date with respect to any Term Loans, each of the applicable Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in Same Day Funds in the applicable Currency, the amount of such Lender’s applicable Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1 or §2.2.  In the case of a borrowing denominated in an Alternative Currency, each Alternative Currency/Dollar Revolving Credit Lender will make available to the Agent, at the Agent’s Head Office, in Same Day Funds in the applicable Currency not later than the Applicable Time specified by the Agent on the Business Day specified in the applicable Loan Request.  A Lender at its option may, upon reasonable prior notice to Agent, make a LIBOR Rate Loan by causing any U.S. or non-U.S. branch or Affiliate of such Lender to make such Loan and any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.  Upon receipt from each such Revolving Credit Lender or Term Loan Lender, as applicable, of such amount, and upon receipt of the documents required by §10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans made available to the Agent by the Revolving Credit Lenders or Term Loan Lenders, as applicable, in like funds as received by the Agent by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office.  The failure or refusal of any Revolving Credit Lender or Term Loan Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date of any Revolving Credit Loans or on the Effective Date or any Increase Date with respect to any Term Loans the amount of its applicable Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender or Term Loan Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s applicable Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans or Term Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing.  In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their applicable Commitment Percentage for such Loans as provided in §12.5.

(b)        Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loans or on the Effective Date or any Increase Date with respect to any Term Loans that such Lender will not make available to Agent, in the applicable Currency, such Lender’s applicable Commitment Percentage of a proposed Loan, Agent

may in its discretion assume that such Lender has made such Loan available to Agent in the applicable Currency in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance.  If such Lender does not pay such corresponding amount in the applicable Currency upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent.  The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate, plus with respect to any payment to be made by a Lender that is denominated in an Alternative Currency, the cost to Agent of funding such amount (as determined by Agent).

(c)        Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

§2.9     Use of Proceeds.  The Borrower will use the proceeds of the Loans solely (a) to pay closing costs in connection with this Agreement, (b) to repay and satisfy existing financing, (c) to fund future development projects, property and equipment acquisitions and (d) for general corporate purposes.

§2.10   Letters of Credit.

(a)        Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Lender shall issue such Letters of Credit in Dollars as the Borrower may request, either for itself or on behalf of any of its Subsidiaries, upon the delivery of a written request in the form of Exhibit H hereto (a “Letter of Credit Request”) to the Issuing Lender, provided that (i) no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit Liabilities shall not exceed Fifty Million Dollars ($50,000,000.00), (iii) in no event shall the sum of the Outstanding U.S. Dollar Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans and Letters of Credit Liabilities denominated in Dollars (after giving effect to all Letters of Credit requested) exceed the Total U.S. Dollar Revolving Credit Commitment, (iv) in no event shall the Dollar Equivalent of the sum of the Outstanding Revolving Credit Loans (including Alternative Currency/Dollar Revolving Credit Loans), Outstanding Swing Loans, Outstanding Bid Loans and Letters of Credit Liabilities (after giving effect to all Letters of Credit requested) exceed the Total Revolving Credit Commitment, (iv) in no event shall the Dollar Equivalent of the sum of the Outstanding Alternative Currency/Dollar Revolving Credit Loans exceed the Total Alternative Currency/Dollar Revolving Credit Commitment, (vi) in no event shall the Outstanding Revolving Credit Loans (including Alternative Currency/Dollar Revolving Credit Loans), Outstanding Term Loans, Outstanding Swing Loans, Outstanding Bid Loans and Letters of Credit Liabilities (after giving effect to all Letters of Credit requested) exceed the Total Commitment or cause a violation of the covenants set forth in §9.1, (vii) in no event shall the Outstanding Revolving Credit Loans (including Alternative Currency/Dollar Revolving Credit Loans), Outstanding Term Loans, Outstanding Swing Loans, Outstanding Bid

Loans and Letters of Credit Liabilities (after giving effect to all Letters of Credit requested), exceed the Unencumbered Asset Pool Availability, (viii) the conditions set forth in §10 and §11 shall have been satisfied, and (ix) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit.  Notwithstanding anything to the contrary contained in this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other U.S. Dollar Revolving Credit Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the U.S. Dollar Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.14(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral.  The Issuing Lender may assume that the conditions in §10 and §11 have been satisfied unless it receives written notice from a U.S. Dollar Revolving Credit Lender that such conditions have not been satisfied.  Each Letter of Credit Request shall be executed by an Authorized Officer.  The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower or any of its Subsidiaries.  The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request.  The Borrower assumes all risks with respect to the use of the Letters of Credit.  Unless the Issuing Lender and the Majority U.S. Dollar Revolving Credit Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause reasonably acceptable to Agent and Issuing Lender (but in any event the term shall not extend beyond the Revolving Credit Maturity Date); provided however, that subject to the terms and conditions of §2.13, a Letter of Credit may, as a result of its express terms or as the result of the effect of an “evergreen” clause, have an expiration of not more than one year beyond the Revolving Credit Maturity Date so long as no Default or Event of Default then exists and is continuing and prior to the Letter of Credit Expiration Date, the Borrower shall Cash Collateralize all Letters of Credit having an expiry date after the Letter of Credit Expiration Date and failure to do so shall constitute an Event of Default.  The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total U.S. Dollar Revolving Credit Commitment as a U.S. Dollar Revolving Credit Loan.  Each of the Existing Letters of Credit shall upon the Closing Date be deemed to be a Letter of Credit under this Agreement.

(b)        Each Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter period as the Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued.  Each such Letter of Credit Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in accordance with the terms of this Agreement), and (ii) a certification by the Executive Vice President Finance, the chief financial or chief accounting officer of the Borrower that the Borrower is and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit.  The Borrower shall further deliver to the Issuing Lender such additional applications (which application as of the date hereof is in the form of Exhibit L attached hereto) and documents as the Issuing Lender may require, in conformity with the then standard practices of its letter of credit department, in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this Agreement shall control.

(c)        The Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or before five (5) Business Days following receipt of the documents last due pursuant to §2.10(b).  Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuing Lender in its reasonable discretion.

(d)        Upon the issuance of a Letter of Credit, each U.S. Dollar Revolving Credit Lender shall be deemed to have purchased a participation therein from Issuing Lender in an amount equal to its respective U.S. Dollar Revolving Credit Commitment Percentage of the amount of such Letter of Credit.  No U.S. Dollar Revolving Credit Lender’s obligation to participate in a Letter of Credit shall be affected by any other U.S. Dollar Revolving Credit Lender’s failure to perform as required herein with respect to such Letter of Credit or any other Letter of Credit.

(e)        Upon the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own account, a Letter of Credit fronting fee calculated at the rate of one eighth of one percent (0.125%) per annum of the amount available to be drawn under such Letter of Credit (which fee shall not be less than $1,500 in any event), and (ii) for the accounts of the U.S. Dollar Revolving Credit Lenders (including the Issuing Lender) that are Non-Defaulting Lenders in accordance with their respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate per annum equal to the Revolving Credit Applicable Margin then applicable to Revolving Credit LIBOR Rate Loans on the amount available to be drawn under such Letter of Credit.  Such fees under §2.10(e)(ii) shall be payable in quarterly installments in arrears with respect to each Letter of Credit on the first day of each calendar quarter following the date of issuance and continuing on each quarter or portion thereof thereafter, as applicable, or on any earlier date on which the U.S. Dollar Revolving Credit Commitments shall terminate and on the expiration or return of any Letter of Credit.

(f)        In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Borrower shall reimburse the Issuing Lender by having such amount drawn treated as an outstanding Revolving Credit Base Rate Loan under this Agreement (the Borrower being deemed to have requested a Revolving Credit Base Rate Loan on such date in an amount equal to the Dollar Equivalent of the amount of such drawing and such amount drawn shall be treated as an outstanding Revolving Credit Base Rate Loan under this Agreement) and the Agent shall promptly notify each U.S. Dollar Revolving Credit Lender by telex, telecopy, telegram, telephone (confirmed in writing) or other similar means of transmission, and each U.S. Dollar Revolving Credit Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount equal to such U.S. Dollar Revolving Credit Lender’s U.S. Dollar Revolving Credit Commitment Percentage of such Letter of Credit (to the extent of the Dollar Equivalent of the amount drawn).  If and to the extent any U.S. Dollar Revolving Credit Lender shall not make such amount available on the Business Day on which such draw is funded, such Lender agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1.0%) for each day thereafter.  Further, such U.S. Dollar Revolving Credit Lender shall be deemed to have assigned any and all payments made of principal and interest on its U.S. Dollar Revolving Credit Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such U.S. Dollar Revolving Credit

Lender was required to fund pursuant to this §2.10(f) until such amount has been funded (as a result of such assignment or otherwise).  In the event of any such failure or refusal, the U.S. Dollar Revolving Credit Lenders not so failing or refusing shall be entitled to a priority secured position for such amounts as provided in §12.5.  The failure of any U.S. Dollar Revolving Credit Lender to make funds available to the Agent in such amount shall not relieve any other U.S. Dollar Revolving Credit Lender of its obligation hereunder to make funds available to the Agent pursuant to this §2.10(f).

(g)        If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender, but prior to the funding of any portion thereof by a U.S. Dollar Revolving Credit Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a U.S. Dollar Revolving Credit Loan, each U.S. Dollar Revolving Credit Lender will, on the date such U.S. Dollar Revolving Credit Loan pursuant to §2.10(f) was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its U.S. Dollar Revolving Credit Commitment Percentage of the amount of such Letter of Credit in the applicable Currency.  Each U.S. Dollar Revolving Credit Lender will immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such U.S. Dollar Revolving Credit Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount.

(h)        Whenever at any time after the Issuing Lender has received from any U.S. Dollar Revolving Credit Lender any such U.S. Dollar Revolving Credit Lender’s payment of funds under a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing Lender will distribute to such U.S. Dollar Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such U.S. Dollar Revolving Credit Lender’s participation interest was outstanding and funded); provided, however, that in the event that such payment received by the Issuing Lender is required to be returned, such U.S. Dollar Revolving Credit Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing Lender to it.

(i)         The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit.

(j)         The Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof.  Neither Agent, Issuing Lender nor any Lender will be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the issuance of any Letter of Credit, even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of any beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a disbursement under a Letter of Credit or the proceeds thereof; (vii) for the misapplication by

the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of Agent or any Lender.  None of the foregoing will affect, impair or prevent the vesting of any of the rights or powers granted to Agent, Issuing Lender or the Lenders hereunder.  In furtherance and extension and not in limitation or derogation of any of the foregoing, any act taken or omitted to be taken by Agent, Issuing Lender or the other Lenders in good faith will be binding on the Borrower and will not put Agent, Issuing Lender or the other Lenders under any resulting liability to the Borrower; provided nothing contained herein shall relieve Issuing Lender for liability to the Borrower arising as a result of the gross negligence or willful misconduct of Issuing Lender as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods.

(k)        There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender.

§2.11   Increase in Total Commitment.

(a)        Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time prior to the applicable maturity date of such U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C to request an increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term Loan A Commitment, the Total Term Loan B Commitment, and/or the Total Term Loan C Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term A Loan Commitment, Total Term Loan B Commitment and Total Term Loan C Commitment of up to $500,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments or the Term Loan Commitments, would result in a maximum Total Commitment of $2,200,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”).  The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice.  The Commitment Increase may be allocated (1) to the then existing U.S. Dollar Revolving Credit Commitments, (2) to the then existing Alternative Currency/Dollar Revolving Credit Commitments, (3) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (4) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (5) to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, (6) to the then existing Term Loan C Commitments having the same terms as the existing Term Loan C Commitments or (7) any combination thereof satisfactory to Agent and existing or additional U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, providing such additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments or Term Loan C Commitments, as applicable.

(b)        Upon receipt of any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable, in connection with such increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan C Commitment, as applicable (which shall be in addition to the fees to be paid to Agent or KCM pursuant to the Agreement Regarding Fees).  If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan C Commitment, as applicable, and of the facility fees to be paid with respect thereto.  Each Lender who desires to provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice.  If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM shall determine after consultation with the Borrower.  If the additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments or Term Loan C Commitments, as applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, KCM or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM and the Borrower) to become a U.S. Dollar Revolving Credit Lender, Alternative Currency/Dollar Revolving Credit Lender, Term Loan A Lender, Term Loan B Lender or Term Loan C Lender and provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable.  The Agent shall provide all U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, with a notice setting forth the amount, if any, of the additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, to be provided by each U.S. Dollar Revolving Credit Lender, Alternative Currency/Dollar Revolving Credit Lender, Term Loan A Lender, Term Loan B Lender or Term Loan C Lender, as applicable, and the revised U.S. Dollar Revolving Credit Commitment Percentages, Alternative Currency/Dollar Revolving Credit Commitment Percentages, Term Loan A Commitment Percentages, Term Loan B Commitment

Percentages or Term Loan C Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Increase Date”).  In no event shall any Lender be obligated to provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment.

(c)        On any Increase Date the outstanding principal balance of the U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C, as applicable, shall be reallocated among the U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, such that after the applicable Increase Date the outstanding principal amount of U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C owed to each Lender shall be equal to such Lender’s U.S. Dollar Revolving Credit Commitment Percentage, Alternative Currency/Dollar Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage, Term Loan B Commitment Percentage or Term Loan C Commitment Percentage (as in effect after the applicable Increase Date) of the outstanding principal amount of all U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C, as applicable.  On any Increase Date with respect to an increase in the Total U.S. Dollar Revolving Credit Commitment, the Swing Loan Commitment shall increase proportionately (rounded to the next lowest integral multiple of $100,000).  The participation interests of the U.S. Dollar Revolving Credit Lenders in Swing Loans and in  Letters of Credit shall be similarly adjusted.  On any Increase Date those U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders whose U.S. Dollar Revolving Credit Commitment Percentage, Alternative Currency/Dollar Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage, Term Loan B Commitment Percentage or Term Loan C Commitment Percentage is increasing shall advance the funds (in each case, in the applicable Currency) to the Agent and the funds so advanced shall be distributed among the U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, whose U.S. Dollar Revolving Credit Commitment Percentage, Alternative Currency/Dollar Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage, Term Loan B Commitment Percentage or Term Loan C Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C, as applicable.  The funds so advanced in Dollars shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.  The Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase.

(d)        Upon the effective date of each increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan C Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Term Loan C Notes and a Swing Loan Note for each Lender whose Commitment has changed and for the Swing Loan Lender

so that the principal amount of such U.S. Dollar Revolving Credit Lender’s Revolving Credit Note (U.S. Dollar) shall equal its U.S. Dollar Revolving Credit Commitment, such Alternative Currency/Dollar Revolving Credit Lender’s Revolving Credit Note (Alternative Currency/Dollar) shall equal its Alternative Currency/Dollar Revolving Credit Commitment, such Term Loan A Lender’s Term Loan A Note shall equal its Term Loan A Commitment, such Term Loan B Lender’s Term Loan B Note shall equal its Term Loan B Commitment, such Term Loan C Lender’s Term Loan C Note shall equal its Term Loan C Commitment, and the Swing Loan Lender’s Swing Loan Note shall equal its Swing Loan Commitment.  If there is an increase to the U.S. Dollar Revolving Credit Commitment, Borrower shall also execute and deliver to each U.S. Dollar Revolving Credit Lender a Bid Loan Note in the face amount of the new Bid Loan Sublimit.  The Agent shall deliver such replacement Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Term Loan C Notes, Bid Loan Notes and Swing Loan Note to the respective Lenders in exchange for the Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Term Loan C Notes, Bid Loan Notes and Swing Loan Note replaced thereby which shall be surrendered by such Lenders.  Such new Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Term Loan C Notes, Bid Loan Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term A Loan Notes, Term Loan B Notes, Term Loan C Notes, Bid Loan Notes or Swing Loan Note, as applicable, and that they do not constitute a novation, shall be dated as of the Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Term Loan C Notes, Bid Loan Notes or Swing Loan Note, as applicable.  In connection therewith, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term A Loan Notes, Term Loan B Notes, Term Loan C Notes, Bid Loan Notes and Swing Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement.  The surrendered Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Term Loan C Notes, Bid Loan Notes and Swing Loan Note shall be canceled and returned to the Borrower.

(e)        Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the U.S. Dollar Revolving Credit Lenders to increase the Total U.S. Dollar Revolving Credit Commitment, the Agent and the Alternative Currency/Dollar Revolving Credit Lenders to increase the Total Alternative Currency/Dollar Revolving Credit Commitment, the Agent and the Term Loan A Lenders to increase the Total Term Loan A Commitment, the Agent and the Term Loan B Lenders to increase the Total Term Loan B Commitment or the Agent and the Term Loan C Lenders to increase the Total Term Loan C Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total U.S. Dollar Revolving Credit Commitment, the Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan C Commitment, as applicable:

(i)         Payment of Activation Fee.  The Borrower shall pay (A) to the Agent those fees described in and contemplated by the Agreement Regarding Fees with respect to the

applicable Commitment Increase, and (B) to KCM such facility fees as the U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, who are providing an additional Commitment may require to increase the aggregate U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, which fees shall, when paid, be fully earned and non-refundable under any circumstances.  KCM shall pay to the Lenders acquiring the applicable Commitment Increase certain fees pursuant to their separate agreement; and

(ii)       No Default.  On the date any Increase Notice is given and on the date such increase becomes effective, both immediately before and after the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan C Commitment is increased, there shall exist no Default or Event of Default; and

(iii)      Representations True.  The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower or the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the date of such Increase Notice and on the date the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan C Commitment is increased, both immediately before and after the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan C Commitment is increased, except that if any representation and warranty is as of a specified date, such representation and warranty shall be true and correct in all material respects as of such date; and

(iv)       Additional Documents.  The Borrower and the Guarantors shall execute and deliver to Agent and the Lenders such additional documents, instruments, certifications and opinions as the Agent may reasonably require in its sole and absolute discretion, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase; and

(v)        Beneficial Ownership Certification.  If requested by the Agent or any Lender in order to comply with its ongoing obligations under the Beneficial Ownership Regulation, Borrower shall have delivered, at least two (2) Business Days prior to the Increase Date, to the Agent (and any such Lender) a completed and executed Beneficial Ownership Certification; and

(vi)       Other.  The Borrower and the Guarantors shall satisfy such other conditions to such increase as Agent may require in its reasonable discretion.

§2.12   Cash Collateral.

(a)        Certain Credit Support Events.  Upon the request of the Agent or the Issuing Lender (i) if the Issuing Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in Letter of Credit Liabilities that remain unpaid, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit Liabilities for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all Letter of Credit Liabilities.  At any time that there shall exist a Defaulting Lender that is a U.S. Dollar Revolving Credit Lender, promptly upon the written request of the Agent, the Issuing Lender or the Swing Loan Lender, as applicable, the Borrower shall deliver to Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure as provided in §2.14(e).  Such cash collateral or other credit support provided under the immediately preceding sentence will be promptly returned to the Borrower at such time as the U.S. Dollar Revolving Credit Lender is no longer a Lender that is a Defaulting Lender.

(b)        Grant of Security Interest.  All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at KeyBank.  Amounts deposited in the deposit accounts shall not be invested and will earn interest at a rate paid by KeyBank with respect to money market accounts.  The Borrower, and to the extent provided by any U.S. Dollar Revolving Credit Lender, such U.S. Dollar Revolving Credit Lender, hereby grants to (and subjects to the control of) the Agent, for the benefit of the Agent, the Issuing Lender and the U.S. Dollar Revolving Credit Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to §2.12(c).  If at any time the Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby including, without limitation, §2.10, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Agent, pay or provide to the Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral previously provided).

(c)        Application.  Notwithstanding anything to the contrary contained in this Agreement, (i) Cash Collateral provided under this Credit Agreement in respect of Letters of Credit shall be held and applied to the satisfaction of the specific Letter of Credit Liabilities, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein, and (ii) Cash Collateral provided under this Credit Agreement in respect of Swing Loans shall be held and applied to the satisfaction of the specific Swing Loan liabilities, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d)        Release.  Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable U.S. Dollar Revolving Credit Lender (or, as appropriate, its assignee following compliance with §18)), the return or cancellation of the

Letter of Credit or the term of the Letter of Credit not going beyond the Letter of Credit Expiration Date or (ii) the Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this §2.12 may be otherwise applied in accordance with §12.5), and (y) the Person providing Cash Collateral and the Issuing Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

§2.13   Termination of Agreement.  This Agreement shall terminate at such time as (a) all of the Commitments have been terminated, (b) all Letters of Credit (other than Letters of Credit the expiration dates of which extend beyond the Letter of Credit Expiration Date as permitted under §2.10 and in respect of which the Borrower has satisfied the requirements of such section or §2.12, as applicable) have expired, have been cancelled or have otherwise terminated, (c) none of the Lenders nor the Swing Loan Lender is obligated any longer under this Agreement to make any Loans and (d) all Obligations (other than obligations which survive as provided in the following proviso and as set forth in §15 and §16) and Hedge Obligations have been paid and satisfied in full; provided, however, if on the Revolving Credit Maturity Date or any other date that this Agreement terminates any Letters of Credit permitted under §2.10 to have expiration dates that extend beyond the Letter of Credit Expiration Date remain outstanding, then the provisions of this Agreement applicable to the Agent, Issuing Lender and the Borrower with respect to Letters of Credit, including, without limitation, the Borrower’s reimbursement obligations under §2.10(f), shall remain in effect until all such Letters of Credit have expired, have been cancelled or have otherwise terminated; provided, however, notwithstanding anything else provided herein or otherwise, after the Revolving Credit Maturity Date, no Lender (other than the Issuing Lender) shall have any liability or obligation relating to any Letter of Credit Liabilities (including, without limitation, in respect of any Letter of Credit that has an expiry date after such date).

§2.14   Defaulting Lenders.

(a)     If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, except as otherwise provided under §27, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Revolving Credit Lenders, the Majority U.S. Dollar Revolving Credit Lenders, the Majority Alternative Currency/Dollar Revolving Credit Lenders, the Majority Term Loan A Lenders, the Majority Term Loan B Lenders, the Majority Term Loan C Lenders, the Required Lenders or all of the Lenders, shall be suspended during the pendency of such failure or refusal.  If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or

suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest.  Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in §2.14(d).  Notwithstanding anything else provided herein or otherwise, no limitation on such Defaulting Lender’s right to participate in the administration of the Loans shall mean or be deemed to limit or otherwise impair, such Defaulting Lender’s right to attend, but not participate or vote (except as otherwise provided under §27), in any bank meeting or to request or receive any information in connection with or as provided under any of the Loan Documents.

(b)     Any Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire all or a portion of a Defaulting Lender’s Commitment at par.  Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrower no sooner than two (2) Business Days and not later than five (5) Business Days after such Defaulting Lender became a Defaulting Lender.  If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender’s Commitment in proportion to the Commitments of the other Lenders exercising such right.  If after such fifth (5th) Business Day, the Lenders have not elected to purchase all of the Commitment of such Defaulting Lender, then the Borrower (so long as no Default or Event of Default exists) or the Required Lenders may, by giving written notice thereof to the Agent, such Defaulting Lender and the other Lenders, demand (but shall have no obligation to so demand) that such Defaulting Lender assign its Commitment to an eligible assignee subject to and in accordance with the provisions of §18.1 for the purchase price provided for below and upon any such demand such Defaulting Lender shall comply with such demand and shall consummate such assignment (subject to and in accordance with the provisions of §18.1).  No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an eligible assignee.  Upon any such purchase or assignment, and any such demand with respect to which the conditions specified in §18.1 have been satisfied, the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Acceptance Agreement.  The purchase price for the Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans (including the Dollar Equivalent of any Alternative Currency/Dollar Revolving Credit Loans) outstanding and owed by the Borrower to the Defaulting Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees.  Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to §2.14(d).

(c)     During any period in which there is a Defaulting Lender, all or any part of such Defaulting Lender’s obligation to acquire, refinance or fund participations in Letters of Credit pursuant to §2.10(g) or Swing Loans pursuant to §2.5(e) shall be reallocated among the applicable U.S. Dollar Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective U.S. Dollar Revolving Credit Commitment Percentages (computed without giving effect to the U.S. Dollar Revolving Credit Commitment of such Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable U.S. Dollar Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists, (ii) the conditions set forth in §10 and §11 are satisfied at the time of such reallocation (and, unless the Borrower shall

have notified the Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at the time), (iii) the representations and warranties in the Loan Documents shall be true and correct in all material respects on and as of the date of such reallocation with the same effect as though made on and as of such date, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and (iv) the aggregate obligation of each U.S. Dollar Revolving Credit Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Loans shall not exceed the positive difference, if any, of (A) the U.S. Dollar Revolving Credit Commitment of that Non-Defaulting Lender minus (B) the sum of (1) the aggregate outstanding principal amount of the U.S. Dollar Revolving Credit Loans of that Lender plus (2) such Lender’s pro rata portion in accordance with its U.S. Dollar Revolving Credit Commitment Percentage of outstanding Letter of Credit Liabilities and Swing Loans.  Subject to §36, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(d)     Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent for the account of such Defaulting Lender pursuant to §13), shall be applied at such time or times as may be determined by the Agent as follows:  first, to the payment of any amounts owing by such Defaulting Lender to the Agent (other than with respect to Letter of Credit Liabilities) hereunder (including, without limitation, in the case of a payment made by such Defaulting Lender that is denominated in an Alternative Currency, the cost to the Agent of funding such payment (as determined by the Agent)); second, to the payment of any amounts owing by such Defaulting Lender to the Issuing Lender (with respect to Letter of Credit Liabilities) and/or the Swing Loan Lender hereunder; third, if so determined by the Agent or requested by the Issuing Lender or the Swing Loan Lender, to be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of such Defaulting Lender to fund Loans or participations under this Agreement and (y) be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; sixth, to the payment of any amounts owing to the Agent or the Lenders (including the Issuing Lender and the Swing Loan Lender) as a result of any judgment of a court of competent jurisdiction obtained by the Agent or any Lender (including the Issuing Lender and the Swing Loan Lender) against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit or Swing Loans in respect of

which such Defaulting Lender has not fully funded its appropriate share and (ii) such Loans or funded participations in Letters of Credit or Swing Loans were made at a time when the conditions set forth in §10 and §11, to the extent required by this Agreement, were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or Swing Loans owed to, all Non-Defaulting Lenders on a pro rata basis until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing Loans are held by the Lenders pro rata in accordance with their Revolving Credit Commitment Percentages and Term Loan Commitment Percentages, as applicable, without regard to §2.14(c), prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swing Loans owed to, such Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this §2.14(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto, and to the extent allocated to the repayment of principal of the Loan, shall not be considered outstanding principal under this Agreement.

(e)     Within five (5) Business Days of demand by the Issuing Lender or Swing Loan Lender from time to time, the Borrower shall deliver to the Agent for the benefit of the Issuing Lender and the Swing Loan Lender Cash Collateral in an amount sufficient to cover all Fronting Exposure with respect to the Issuing Lender and Swing Loan Lender (after giving effect to §2.5(a), §2.10(a) and §2.14(c)) on terms reasonably satisfactory to the Issuing Lender and/or Swing Loan Lender in its good faith determination (and such Cash Collateral shall be in Dollars or in the Alternative Currency of the cash collateralized obligation).  Any such Cash Collateral shall be deposited in the collateral account described in §2.12 as collateral (solely for the benefit of the Issuing Lender and/or the Swing Loan Lender) for the payment and performance of each Defaulting Lender’s pro rata portion in accordance with their respective U.S. Dollar Revolving Credit Commitment Percentages of outstanding Letter of Credit Liabilities and Swing Loans.  Moneys in such account deposited pursuant to this section shall be applied by the Agent to reimburse the Issuing Lender and/or the Swing Loan Lender immediately for each Defaulting Lender’s pro rata portion in accordance with their respective U.S. Dollar Revolving Credit Commitment Percentages of any funding obligation with respect to a Letter of Credit or Swing Loan which has not otherwise been reimbursed by the Borrower or such Defaulting Lender.

(i)         Each Revolving Credit Lender that is a Defaulting Lender shall not be entitled to receive any Unused Fee or Facility Fee pursuant to §2.3 for any period during which that Revolving Credit Lender is a Defaulting Lender.

(ii)       Each U.S. Dollar Revolving Credit Lender that is a Defaulting Lender shall not be entitled to receive Letter of Credit fees pursuant to §2.10(e) for any period during which that U.S. Dollar Revolving Credit Lender is a Defaulting Lender.

(iii)      With respect to any Unused Fee, Facility Fee or Letter of Credit fees not required to be paid to any Defaulting Lender pursuant to clause (i) or (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that is a U.S. Dollar Revolving Credit Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Liabilities or Swing Loans that has been reallocated to such Non-Defaulting Lender pursuant to §2.14(c), (y) pay to the Issuing Lender and Swing Loan Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to

the Issuing Lender’s or Swing Loan Lender’s Fronting Exposure to such Defaulting Lender and (z) not be required to pay any remaining amount of any such fee.

(f)        If the Borrower (so long as no Default or Event of Default exists) and the Agent agree in writing in their reasonable discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Loans to be held on a pro rata basis by the Lenders in accordance with their Commitments (without giving effect to §2.14(c)), whereupon such Lender will cease to be a Defaulting Lender and any applicable cash collateral provided by the Borrower shall be promptly refunded to the Borrower; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

§2.15   Extension of Revolving Credit Maturity Date.  The Borrower shall have the one-time right and option to extend the Revolving Credit Maturity Date to December 17, 2024, upon satisfaction of the following conditions precedent, which must be satisfied prior to the effectiveness of any extension of the Revolving Credit Maturity Date:

(a)        Extension Request.  The Borrower shall deliver written notice of such request (the “Extension Request”) to the Agent not later than the date which is ninety (90) days prior to the Revolving Credit Maturity Date (as determined without regard to such extension).  Any such Extension Request shall be irrevocable and binding on the Borrower.

(b)        Payment of Extension Fee.  The Borrower shall pay to the Agent for the pro rata accounts of the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments an extension fee in an amount equal to ten (10) basis points on the Total Revolving Credit Commitment in effect on the Revolving Credit Maturity Date (as determined without regard to such extension), which fee shall, when paid, be fully earned and non-refundable under any circumstances.

(c)        No Default.  On the date the Extension Request is given and on the Revolving Credit Maturity Date (as determined without regard to such extension) there shall exist no Default or Event of Default.

(d)        Representations and Warranties.  The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower and the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on the date the Extension Request is given and on the Revolving Credit Maturity Date (as determined without regard to such extension), except to the extent any

representation or warranty is as of a specific date, in which case such representation or warranty shall be correct in all material respects as of such earlier date.

(e)        Pro Forma Covenant Compliance.  Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent that Borrower will be in pro forma compliance with the covenants set forth in §9 immediately after giving effect to the extension.

(f)        Additional Documents and Expenses.  The Borrower and the Guarantors shall execute and deliver to Agent and Lenders such additional consents and affirmations and other documents as the Agent may reasonably require

(g)        Beneficial Ownership Certification.  If requested by the Agent or any Lender in order to comply with its ongoing obligations under the Beneficial Ownership Regulation, Borrower shall have delivered, at least two (2) Business Days prior to the Revolving Credit Maturity Date (as determined without regard to such extension), to the Agent (and any such Lender) a completed and executed Beneficial Ownership Certification.

§3.       REPAYMENT OF THE LOANS.

§3.1     Stated Maturity.  The Borrower promises to pay on the Revolving Credit Maturity Date and there shall become absolutely due and payable on the Revolving Credit Maturity Date all of the Revolving Credit Loans, Swing Loans and the Letter of Credit Liabilities outstanding on such date, together with any and all accrued and unpaid interest thereon.  Borrower promises to pay all Outstanding Bid Loans in full, together with any and all accrued and unpaid interest thereon, on the maturity date thereof as provided in the applicable Bid Loan Quote Request, but in any event not later than the Revolving Credit Maturity Date.  The Borrower promises to pay on the Term Loan A Maturity Date and there shall become absolutely due and payable on the Term Loan A Maturity Date all of the Term Loans A Outstanding on such date, together with any and all accrued and unpaid interest thereon.  The Borrower promises to pay on the Term Loan B Maturity Date and there shall become absolutely due and payable on the Term Loan B Maturity Date all of the Term Loans B Outstanding on such date, together with any and all accrued and unpaid interest thereon.  The Borrower promises to pay on the Term Loan C Maturity Date and there shall become absolutely due and payable on the Term Loan C Maturity Date all of the Term Loans C Outstanding on such date, together with any and all accrued and unpaid interest thereon.

§3.2     Mandatory Prepayments.

(a)        If at any time the sum of the aggregate Outstanding Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans and the aggregate Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders, as applicable, for application to the Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender and the amount of any Bid Loan shall be paid solely to the applicable Bid Loan Lender.

(b)        If at any time the sum of the aggregate Outstanding Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans, Outstanding Term Loans and the aggregate

Letter of Credit Liabilities exceeds (i) the Total Commitment, or (ii) the Unencumbered Asset Pool Availability, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Lenders, as applicable, for applications to the Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender and the amount of any Bid Loan shall be paid solely to the applicable Bid Loan Lender.

(c)       If at any time the sum of the aggregate outstanding principal amount of the Bid Loans exceeds the Bid Loan Sublimit, then Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Bid Loan Lenders, as applicable, for application to the Bid Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8.

(d)        If at any time the sum of the aggregate Outstanding U.S. Dollar Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans and the aggregate Letter of Credit Liabilities exceeds the Total U.S. Dollar Revolving Credit Commitment, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the U.S. Dollar Revolving Credit Lenders, as applicable, for applications to the U.S. Dollar Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8.

(e)        If at any time the sum of Dollar Equivalent of the aggregate Outstanding Alternative Currency/Dollar Revolving Credit Loans exceeds 105% of the Total Alternative Currency/U.S. Dollar Revolving Credit Commitment, then the Borrower shall, within five (5) Business Days of such occurrence pay an aggregate amount equal to the amount by which the aggregate Outstanding Alternative Currency/Dollar Revolving Credit Loans exceeds the Total Alternative Currency/U.S. Dollar Revolving Credit Commitment to the Agent for the respective accounts of the Alternative Currency/Dollar Revolving Credit Lenders as provided in §3.4, together with any additional amounts payable pursuant to §4.8.

(f)        For purposes of determining compliance with §3.2(a), §3.2(b), §3.2(e) , the Outstanding amount of the Alternative Currency/Dollar Revolving Credit Loans which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar quarter prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Alternative Currency/Dollar Revolving Credit Loans (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time).  If, as a result of such re-determination, a prepayment of such Alternative Currency/Dollar Revolving Credit Loans shall be required under §3.2(a), §3.2(b) or §3.2(e), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Alternative Currency/Dollar Revolving Credit Loans to the extent required under §3.2(a), §3.2(b) or §3.2(e).

§3.3     Optional Prepayments.