Form 8-K

8-K — Blackstone Digital Infrastructure Trust Inc.

Accession: 0001193125-26-230787

Filed: 2026-05-19

Period: 2026-05-13

CIK: 0002100161

SIC: 6500 (REAL ESTATE)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d91908d8k.htm (Primary)

EX-3.1 (d91908dex31.htm)

EX-3.2 (d91908dex32.htm)

EX-10.1 (d91908dex101.htm)

EX-10.2 (d91908dex102.htm)

EX-10.3 (d91908dex103.htm)

8-K

8-K (Primary)

Filename: d91908d8k.htm · Sequence: 1

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant

to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 13, 2026

Blackstone Digital Infrastructure Trust Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

001- 43291

41-2751600

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

345 Park Avenue, New York, NY 10154

(Address of Principal Executive Offices) (Zip Code)

(212) 583-5000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of

the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17

CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol

Name of each exchange

on which registered

Common stock par value $0.01 per share

BXDC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01

Entry into a Material Definitive Agreement.

Registration Rights Agreement and Management Agreement

In connection with the initial public offering by Blackstone Digital Infrastructure Trust Inc. (the “Company”) of its common stock,

par value $0.01 per share (the “Common Stock”), described in the Company’s prospectus dated May 13, 2026 (the “Prospectus”), filed with the Securities and Exchange Commission on May 15, 2026 pursuant to Rule

424(b) of the Securities Act of 1933, as amended, which is deemed to be part of the Company’s Registration Statement on Form S-11 (File No. 333-294977) (as

amended, the “Registration Statement”), on May 15, 2026, the following agreements were entered into:

(1) the

Registration Rights Agreement (the “Registration Rights Agreement”), dated as of May 15, 2026, by and among the Company, Blackstone Treasury Holdings III L.L.C., a Delaware limited liability company, and BX REIT Advisors L.L.C., a

Delaware limited liability company (the “Manager”); and

(2) the Management Agreement (the “Management

Agreement”), dated as of May 15, 2026, by and among the Company, BXDC Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and the Manager.

The Registration Rights Agreement and the Management Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are

incorporated herein by reference. The material terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described in the Prospectus. Certain

parties to these agreements have various relationships with the Company. For further information, see “Certain Relationships and Related Party Transactions” in the Prospectus.

Revolving Credit Facility

May 15, 2026, the Operating Partnership, which is referred to in this section as the “Borrower,” entered into a $1.0 billion senior secured revolving credit facility with Citibank, N.A., as administrative agent, and the lenders

from time to time party thereto (the “Credit Facility”).

The Credit Facility includes borrowing capacity available for

letters of credit and also provides the Borrower with the option to increase the size of the Credit Facility to an aggregate amount of revolving commitments not to exceed (after giving effect to all incremental commitments) $4.0 billion,

subject to satisfying certain conditions. Borrowings under the Credit Facility are subject to compliance with a maximum leverage ratio.

Interest

Rate and Fees

Borrowings under the Credit Facility bear interest, at the Borrower’s option, at a rate equal to a margin over

either (a) a base rate determined by reference to the greatest of (1) the “prime rate” as quoted by the Wall Street Journal, (2) the federal funds effective rate plus 0.50% and (3) the SOFR rate that would be payable

on such day for a SOFR rate loan with a one-month interest period plus 1.00%, (b) a SOFR rate determined by reference to the secured overnight financing rate published by the Federal Reserve Bank of New York

for the interest period relevant to such borrowing or (c) a rate determined by the relevant rate administrator for loans denominated in euros, Sterling or Canadian Dollars. The margin for the Credit Facility is based on a leverage ratio grid

ranging from 1.00% per annum to 1.50% per annum, in the case of base rate loans, 2.00% per annum to 2.50% per annum, in the case of SOFR rate loans, and 2.00% per annum to 2.50% per annum, in the case of loans denominated in euros, Sterling or

Canadian Dollars.

In addition to paying interest on outstanding principal under the Credit Facility, the Borrower is required to pay a

commitment fee to the lenders under the Credit Facility in respect of the unutilized commitments thereunder at a rate equal to 0.350% per annum. The Borrower is also required to pay customary letter of credit fees.

Prepayments

If on the last day of

each fiscal quarter the leverage ratio exceeds the maximum leverage ratio, a mandatory prepayment will be triggered in an aggregate amount equal to the least of (x) the amount necessary as of such date to cause the leverage ratio to no longer

exceed the maximum leverage ratio, (y) the amount of all loans under the Credit

Facility outstanding as of such date and (z) an amount equal to 15.0% of the total revolving commitments as of such date, which amount shall, in each case, be payable ratably on a quarterly

basis and subject to a grace period of one full fiscal quarter after which such prepayment is otherwise due, until such time as the leverage ratio no longer exceeds the maximum leverage ratio. In lieu of any mandatory prepayment, the Borrower has

the right to cause a sponsor guarantor to provide and maintain a guaranty of obligations.

Amortization and Maturity

The Credit Facility has no amortization payments. The Credit Facility matures on the fourth anniversary of the closing date of the Credit

Facility, with a one year committed extension prior to maturity and additional one year extensions at each lender’s option on each anniversary of the closing date of the Credit Facility, in each case, subject to certain customary conditions.

Guarantees and Security

The

obligations under the Credit Facility are guaranteed by the direct parent of Borrower and all subsequently organized material domestic wholly-owned subsidiaries of the Borrower that will own collateral, subject to customary exceptions. A

security interest is granted in substantially all assets of the Borrower and each future subsidiary guarantor, including a pledge of the equity interests in wholly-owned domestic subsidiaries that (x) directly own unencumbered real estate

assets, including undeveloped land, located in the United States or (y) directly or indirectly own equity interests of any subsidiary that owns real estate assets, subject to customary exceptions.

Certain Covenants and Events of Default

The Credit Facility contains certain customary representations and warranties, covenants, reporting requirements and other customary

requirements for similar facilities. The Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, the lenders may terminate the commitments and

declare the outstanding advances and other obligations under the Credit Facility immediately due and payable.

If an event of default

occurs, the lenders will be entitled to take various actions, including the acceleration of amounts due under the Credit Facility and all actions permitted to be taken by a secured creditor.

Certain of the participants in the Credit Facility and their respective affiliates have engaged in, and may in the future engage in,

investment banking, advisory roles and other commercial dealings in the ordinary course of business with the Company and/or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The foregoing description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full

text of such document, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Blackstone Digital Infrastructure Trust Inc. Stock Incentive Plan

On May 13, 2026, the Company’s Board of Directors and its then-sole stockholder adopted the Blackstone Digital Infrastructure Trust

Inc. Stock Incentive Plan (the “Stock Incentive Plan”), in the form previously filed as Exhibit 10.5 to the Registration Statement. For further information regarding the Stock Incentive Plan, see “Executive and Director

Compensation — Long-Term Incentive Plan” in the Prospectus. The Stock Incentive Plan is attached hereto as Exhibit 10.4

and is incorporated herein by reference. The material terms of the Stock Incentive Plan are substantially the same as the terms set forth in the form of such document filed as an exhibit to the

Registration Statement and as described in the Prospectus.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 13, 2026, the Company filed Articles of Amendment and Restatement (the “Charter”) with the State Department of

Assessments and Taxation of Maryland (the “SDAT”). Effective upon the filing of the Charter with the SDAT on May 13, 2026, the Company’s Amended and Restated Bylaws (the “Bylaws”) became effective. The Charter and

the Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. The material terms of the Charter and Bylaws are substantially the same as the terms set forth in the forms previously filed as Exhibits

3.4 and 3.5, respectively, to the Registration Statement and as described in the Prospectus.

Item 8.01

Other Events.

On May 15, 2026, the Company completed its initial public offering of 87,500,000 shares of Common Stock for cash consideration of $20.00

per share (net of underwriting discounts and offering expenses). The Company granted the underwriters a 30-day option to purchase additional shares, which the underwriters exercised in full on May 15,

2026. The closing of the additional shares sold pursuant to the option to purchase additional shares is expected to close on May 20, 2026, subject to customary closing conditions. After giving effect to the closing of the additional shares, the

gross proceeds of the initial public offering will be $2.0 billion, and the Company will have 100.6 million outstanding shares of Common Stock. As contemplated in the Prospectus, the Company intends to invest the net proceeds from the

offering primarily in newly-constructed, income-generating, stabilized data center assets in accordance with the Company’s investment strategy.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Articles of Amendment and Restatement of Blackstone Digital Infrastructure Trust Inc., dated as of May 13, 2026.

3.2

Amended and Restated Bylaws of Blackstone Digital Infrastructure Trust Inc., dated as of May 13, 2026.

10.1

Registration Rights Agreement, dated as of May 15, 2026, by and among the Company, Blackstone Treasury Holdings III L.L.C. and the Manager.

10.2

Management Agreement, dated as of May 15, 2026, by and among the Company, the Operating Partnership and the Manager.

10.3

Revolving Credit Agreement, dated as of May 15, 2026, by and among BXDC Operating Partnership LP, as borrower, Citibank, N.A., as administrative agent, and the lenders from time to time party

thereto.

10.4

Blackstone Digital Infrastructure Trust Inc. Stock Incentive Plan (incorporated by reference to Exhibit

4.3 filed with the Registrant’s Registration Statement on Form S-8 (File No. 333-295854) filed with the Securities and Exchange Commission on May

13, 2026).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

BLACKSTONE DIGITAL INFRASTRUCTURE

TRUST INC.

By:

/s/ Anthony F. Marone, Jr.

Name: Anthony F. Marone, Jr.

Title: Chief Financial Officer and Treasurer

Date: May 19, 2026

EX-3.1

Filename: d91908dex31.htm · Sequence: 2

EX-3.1

Exhibit 3.1

BLACKSTONE DIGITAL INFRASTRUCTURE TRUST INC.

ARTICLES OF AMENDMENT AND RESTATEMENT

FIRST: Blackstone Digital Infrastructure Trust Inc., a Maryland corporation (the “Corporation”), desires to amend and

restate its charter as currently in effect and as hereinafter amended.

SECOND: The following provisions are all the provisions of

the charter currently in effect and as hereinafter amended:

ARTICLE I

INCORPORATOR

Edgar J.

Lewandowski, whose address is c/o Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, being at least 18 years of age, formed a corporation under the general laws of the State of Maryland on November 21, 2025.

ARTICLE II

NAME

The name of the corporation (the “Corporation”) is:

Blackstone Digital Infrastructure Trust Inc.

ARTICLE III

PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or

obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”)) for which corporations may be organized under the general laws of the State of

Maryland as now or hereafter in force. For purposes of the charter of the Corporation (the “Charter”), “REIT” means a real estate investment trust under Sections 856 through 860 of the Code or any successor provisions.

ARTICLE IV

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers

Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. The name of the resident agent of the Corporation in the State of Maryland is CSC-Lawyers Incorporating Service Company,

whose post address is c/o 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. The resident agent is a Maryland corporation.

ARTICLE V

PROVISIONS

FOR DEFINING, LIMITING

AND REGULATING CERTAIN POWERS OF THE

CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 5.1 Number of Directors. The business and affairs of the Corporation shall be managed under the direction of the board of

directors (the “Board of Directors”). The number of directors of the Corporation currently is seven, which number may be increased or decreased only by the Board of Directors pursuant to the Bylaws of the Corporation (the

“Bylaws”), but shall never be less than the minimum number required by the Maryland General Corporation Law (the “MGCL”). The names of the current directors who shall serve until the first annual meeting of stockholders and

until their successors are duly elected and qualify are:

Nicholas Pell

Katharine A. Keenan

Thomas A.

Bartlett

Christopher C. Capossela

Michael A. Diverio

Diane M.

Morefield

Mark L. Myers

Any vacancy on the Board of Directors may be filled in the manner provided in the Bylaws.

The Corporation elects, effective at such time as it becomes eligible under Section 3-802 of the

MGCL to make the election provided for under Section 3-804(c) of the MGCL, that, except as may be provided by the Board of Directors in setting the terms of any class or series of stock, any and all

vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the directors remaining in office, even if the remaining directors do not constitute a quorum (or, if only one director remains, by the sole director),

and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until a successor is elected and qualifies.

Section 5.2 Extraordinary Actions. Notwithstanding any provision of law requiring any action to be taken or approved by the affirmative

vote of stockholders entitled to cast a greater number of votes, but subject to the provisions of the Charter requiring Blackstone Consent (as defined below), any such action shall be effective and valid if declared advisable by the Board of

Directors and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 5.3 Authorization by Board of Stock Issuance. The Board of Directors may authorize the issuance from time to time of shares of

stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of

Directors may deem advisable (or without consideration in the case of a stock split or stock dividend or for the purpose of qualifying as a REIT under the Code), subject to such restrictions or limitations, if any, as may be set forth in the Charter

or the Bylaws.

Section 5.4 Preemptive and Appraisal Rights. Except as may be provided by the Board

of Directors in setting the terms of classified or reclassified shares of stock pursuant to Section 6.4 or as may otherwise be provided by a contract approved by the Board of Directors, no holder of shares of stock of the Corporation shall, as

such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell. Holders of shares of stock shall not be entitled to exercise

any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors upon such terms and conditions as may be specified by the Board of Directors, determines that such

rights apply, with respect to all or any shares of all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to

exercise such rights.

Section 5.5 Indemnification and Advancement of Expenses. To the maximum extent permitted by Maryland law in

effect from time to time, the Corporation shall indemnify from and against any claim or liability and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in

advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her

service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, trustee, member, manager or partner of another corporation,

real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in,

the proceeding by reason of his or her service in that capacity. The rights to indemnification and the advancement of expenses provided by the Charter shall vest immediately upon election of a

director or officer. The Corporation may, with the approval of the Board of Directors, provide such indemnification and advancement of expenses to an individual who served a predecessor of the Corporation in any of the capacities described in

(a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided herein shall not be deemed exclusive of or limit in any way other rights

to which any person seeking such indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Section 5.5, nor the adoption or amendment of any other provision of the Charter or Bylaws

inconsistent with this Section 5.5, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Section 5.6 Determinations by Board. The determination as to any of the following matters, made by or pursuant to the direction of the

Board of Directors, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally

available for the payment of dividends, acquisition of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, cash flow, funds from operations,

adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any

reserves or charges and

the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation or

resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications

or terms or conditions of redemption of any shares of any class or series of stock of the Corporation) or of the Bylaws; the number or value of shares of stock of any class or series of the Corporation; the fair value, or any sale, bid or asked

price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; the

compensation of directors, officers, employees or agents of the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or the Bylaws or otherwise to be

determined by the Board of Directors.

Section 5.7 REIT Qualification. For so long as the Corporation has elected to qualify as a

REIT for U.S. federal income tax purposes, the Board of Directors shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Corporation as a REIT for U.S. federal income tax purposes;

however, if the Board of Directors determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT, the Board of Directors, in its sole and absolute discretion, may revoke or otherwise

terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code or through such other means as the Board of Directors determines appropriate. The Board of Directors, in its sole and absolute discretion, also may

(a) determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Article VII is no longer required for REIT qualification and (b) make any other determination or take any other action pursuant

to Article VII.

Section 5.8 Removal of Directors. Subject to the rights of holders of shares of one

or more classes or series of Preferred Stock (as defined below) to elect or remove one or more directors, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, but only by the affirmative vote

of a majority of all the votes entitled to be cast generally in the election of directors; except that, for so long as that certain Management Agreement, dated on or about May 15, 2026 (as amended, modified and/or supplemented from time to time, the

“Management Agreement”), by and among the Corporation, BXDC Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and BX REIT Advisors L.L.C., a Delaware limited liability company, remains in

effect, the consent of Blackstone Inc., a Delaware corporation (“Blackstone” and such consent of Blackstone, the “Blackstone Consent”), shall also be required in order to remove any director who is a Blackstone Designee (as

defined in the Management Agreement) or to amend this Section 5.8 as it relates to the Blackstone Consent.

Section 5.9 Advisor

Agreements. Subject to such approval of stockholders and other conditions, if any, as may be required by any applicable statute, rule or regulation, the Board of Directors may authorize the execution and performance by the Corporation of one or

more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other organization whereby, subject to the direction, oversight and supervision of the Board of Directors, any such other person,

corporation, association, company, trust, partnership (limited or general) or other organization shall render or make available to the Corporation managerial, investment, advisory and/or related services, office space and other services and

facilities (including, if deemed advisable by the Board of Directors, the management of the business and affairs of the Corporation) upon such terms and conditions as may be provided in such agreement or agreements.

Section 5.10 Corporate Opportunities.

Section 5.10.1. To the maximum extent permitted from time to time by Maryland law, none of Blackstone, any Non-Employee Director (as defined

below) (including any such director who serves as an officer of the Corporation in both his or her director and officer capacities) or any Affiliate (as defined below) of the foregoing (each, an “Identified Person”) will have any duty to

refrain from, on such Identified Person’s own behalf or on behalf of any other Person (as defined below): (a) engaging, directly or indirectly, in the same or similar business activities or lines of business in which the Corporation or any of

its Affiliates now engages or proposes to engage, or (b) otherwise competing, directly or indirectly, with the Corporation or any of its Affiliates.

Section 5.10.2. To the maximum extent permitted from time to time by Maryland law, the Corporation renounces any interest or expectancy in, or

any right to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to or developed by any Non-Employee Director of the Corporation or any Affiliate of any Non-Employee Director, unless the

business opportunity was expressly offered or made known to the Non-Employee Director in his or her capacity as a director of the Corporation. To the maximum extent permitted from time to time by Maryland law, in the event that any Identified Person

acquires knowledge of a potential transaction or other business opportunity, no Identified Person will have any duty to communicate or offer such transaction or business opportunity to the Corporation or any of the Corporation’s Affiliates and

such Identified Person

may take any such opportunity for himself, herself or itself, or offer it to another Person, unless the business opportunity is expressly offered to such Identified Person solely in his or her

capacity as a director of the Corporation. An Identified Person’s taking or developing, or offering or other transfer to another Person, any potential transaction or business or investment opportunity that has been renounced by the

Corporation, whether pursuant to the Charter or otherwise, shall not constitute an act or omission committed in bad faith or as the result of active or deliberate dishonesty, and any benefit received, directly or indirectly, by an Identified Person

as the result of the taking or developing, or the offering or other transfer to another Person, of any such potential transaction or business or investment opportunity shall not constitute receipt of an improper benefit, or an improper personal

benefit, in money, property, services or otherwise.

Section 5.10.3. To the maximum extent permitted from time to time by Maryland

law, an Identified Person may (a) acquire, hold or dispose of, for his, her or its own account or for the account of others, and exercise all of the rights associated with any ownership of, interests in the Corporation and/or its subsidiaries,

including without limitation, shares of the Corporation’s stock, units of partnership interest (the “OP Units”) in the Operating Partnership and/or other equity or debt securities issued by or indebtedness of the Corporation and/or

its subsidiaries, and exercise all of the rights of a holder of any such interest, including, as the case may be, as a stockholder of the Corporation or a limited partner of the Operating Partnership, to the same extent and in the same manner as if

he, she or it were not a director or stockholder of the Corporation and (b) in his, her or its personal capacity, or in his, her or its capacity, as applicable, as a director, officer, trustee, stockholder, partner, member, equity owner,

manager, advisor or employee of any other Person, have business interests and engage, directly or indirectly, in business activities that are similar to those of the Corporation or compete, directly or indirectly, with the Corporation, that the

Corporation could seize and develop or that include the acquisition, syndication, holding, management, development, operation or disposition of interests in mortgages, real property or persons engaged in the real estate business.

Section 5.10.4. As used herein, (a) “Affiliate” shall mean (i) in

respect of Blackstone, any Person that, directly or indirectly, is controlled by Blackstone, controls Blackstone or is under common control with Blackstone and shall include any principal, member, director, partner, stockholder, officer, member,

manager, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation), (ii) in respect of a Non-Employee Director, any Person that,

directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (iii) in respect of the Corporation, any Person

that, directly or indirectly, is controlled by the Corporation; (b) “Person” has the meaning set forth in Section 7.1; and (c) “Non-Employee Director” shall mean a director of the

Corporation who is not an employee of the Corporation or any of its subsidiaries.

Section 5.10.5. For so long as the Management

Agreement remains in effect, Blackstone Consent shall be required in order to amend this Section 5.10.

Section 5.11 Subtitle 8. In accordance with Section 3-802(c) of the

MGCL, the Corporation is prohibited from electing to be subject to the provisions of Section 3-803 of the MGCL, unless such election is approved by the affirmative vote of a majority of the votes cast on

the matter by stockholders entitled to vote generally in the election of directors.

ARTICLE VI

STOCK

Section 6.1

Authorized Shares. The Corporation has authority to issue 1,050,000,000 shares of stock, consisting of 1,000,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and 50,000,000 shares of Preferred Stock,

$0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $10,500,000.00. If shares of one class or series of stock are classified or reclassified into shares of another

class or series of stock pursuant to Section 6.2, 6.3 or 6.4 of this Article VI, the number of authorized shares of the former class or series shall be automatically decreased and the number of shares of the latter class or series shall be

automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes and series that the Corporation has authority to issue shall not be more than the total

number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board of Directors and without any action by the stockholders of the Corporation, may amend the

Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

Section 6.2 Common Stock. Subject to the provisions of Article VII and except as may otherwise be specified in the Charter, each share

of Common Stock held of record shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time to time into one or more classes or series of stock.

Section 6.3 Preferred Stock. The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any previously

classified but unissued shares of Preferred Stock of any class or series from time to time into one or more classes or series of stock.

Section 6.4 Classified or Reclassified Shares. Prior to the issuance of classified or

reclassified shares of any class or series of stock, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of

shares to be included in the class or series; (c) set or change, subject to the provisions of Article VII and subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion

or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with

the State Department of Assessments and Taxation of Maryland (the “SDAT”). Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 6.4 may be made dependent upon facts or events

ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or

variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary or other Charter document.

Section 6.5 Action by Stockholders. Any action required or permitted to be taken at any meeting of the holders of Common Stock entitled

to vote generally in the election of directors may be taken without a meeting by consent, in writing or by electronic transmission, in any manner and by any vote permitted by the MGCL and set forth in the Bylaws. A special meeting of stockholders

requested by the stockholders may only be called upon the request of

stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting in accordance with the procedures set forth in the Bylaws. For so long

as the Management Agreement remains in effect, a special meeting of stockholders for the purpose of removing any Blackstone Designee may only be called by the secretary of the Corporation upon the written request of Blackstone to the secretary of

the Corporation.

Section 6.6 Charter and Bylaws. The rights of all stockholders and the terms of all stock of the Corporation are

subject to the provisions of the Charter, the Bylaws and the Management Agreement.

Section 6.7 Distributions. The Board of

Directors from time to time may authorize the Corporation to declare and pay to stockholders such dividends or other distributions in cash or other assets of the Corporation or in securities of the Corporation, including in shares of one class or

series of stock of the Corporation payable to holders of shares of another class or series of stock of the Corporation, or from any other source as the Board of Directors in its sole and absolute discretion shall determine. The exercise of the

powers and rights of the Board of Directors pursuant to this Section 6.7 shall be subject to the provisions of any class or series of stock of the Corporation at the time outstanding. Except as may otherwise be provided in the terms of any

class or series of Preferred Stock, in determining whether a distribution (other than upon liquidation, dissolution or winding up of the Corporation) is permitted under Maryland law, amounts that would be needed, if the Corporation were to be

dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights upon dissolution are superior to those receiving the distribution, shall not be added to the Corporation’s

total liabilities.

ARTICLE VII

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

Section 7.1 Definitions. For the purpose of this Article VII, the following terms shall have the following meanings:

Aggregate Stock Ownership Limit. The term “Aggregate Stock Ownership Limit” shall mean 9.8 percent (in value or number

of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Capital Stock, or such other percentage determined by the Board of Directors in accordance with Section 7.2.8.

Beneficial Ownership. The term “Beneficial Ownership” shall mean ownership of Capital Stock by a Person, whether the

interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by

Section 856(h)(1)(B) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

Business Day. The term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday

nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

Capital Stock. The term “Capital Stock” shall mean all classes or series of stock of the Corporation, including, without

limitation, Common Stock and Preferred Stock.

Charitable Beneficiary. The term “Charitable Beneficiary” shall mean one

or more beneficiaries of the Trust as determined pursuant to Section 7.3.6, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction

under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Common Stock Ownership Limit. The term “Common Stock Ownership Limit”

shall mean 9.8 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock of the Corporation, or such other percentage determined by the Board of Directors in accordance

with Section 7.2.8.

Constructive Ownership. The term “Constructive Ownership” shall mean ownership of Capital

Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as

modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

Excepted Holder. The term “Excepted Holder” shall mean a stockholder of the Corporation for whom an Excepted Holder Limit

is created by the Charter or by the Board of Directors pursuant to Section 7.2.7.

Excepted Holder Limit. The term

“Excepted Holder Limit” shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 7.2.7 and subject to adjustment pursuant to

Section 7.2.7, the percentage limit established by the Board of Directors pursuant to Section 7.2.7.

Initial Date. The

term “Initial Date” shall mean the date of the closing of the initial underwritten public offering of shares of Common Stock of the Corporation.

Market Price. The term “Market Price” on any date shall mean, with

respect to any class or series of outstanding shares of Capital Stock, the Closing Price for such Capital Stock on such date. The “Closing Price” on any date shall mean the last sale price for such Capital Stock, regular way, or, in case

no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Capital Stock, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or

admitted to trading on the NYSE or, if such Capital Stock is not listed or admitted to trading on the NYSE, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities

exchange on which such Capital Stock is listed or admitted to trading or, if such Capital Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and

low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Capital Stock is not quoted

by any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Capital Stock selected by the Board of Directors or, in the event that no trading price is available for such

Capital Stock, the fair market value of the Capital Stock, as determined by the Board of Directors.

NYSE. The term

“NYSE” shall mean the New York Stock Exchange.

Person. The term “Person” shall mean an individual,

corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in

Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the

Securities Exchange Act of 1934, as amended, and a group to which an Excepted Holder Limit applies.

Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to

any purported Transfer, any Person who, but for the provisions of this Article VII, would Beneficially Own or Constructively Own shares of Capital Stock in violation of Section 7.2.1, and if appropriate in the context, shall also mean any

Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.

Restriction Termination

Date. The term “Restriction Termination Date” shall mean the first day after the Initial Date on which the Board of Directors determines pursuant to Section 5.7 that it is no longer in the best interests of the Corporation to

attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of shares of Capital Stock set forth herein is no longer required in order for the

Corporation to qualify as a REIT.

Transfer. The term “Transfer” shall mean any issuance, sale, transfer, gift,

assignment, devise or other disposition, as well as any other event that causes any Person to acquire or possess Beneficial Ownership or Constructive Ownership, or any agreement to take any such action or cause any such event, of Capital Stock or

the right to vote or receive dividends or other distributions on Capital Stock, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or

exchangeable for Capital Stock or any interest in Capital Stock or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership

of Capital Stock; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred”

shall have the correlative meanings.

Trust. The term “Trust” shall mean any trust provided for in Section 7.3.1.

Trustee. The term “Trustee” shall mean the Person unaffiliated with the

Corporation and a Prohibited Owner that is appointed by the Corporation to serve as trustee of the Trust.

Section 7.2 Capital

Stock.

Section 7.2.1 Ownership Limitations. During the period commencing on the Initial Date and prior to the Restriction

Termination Date, but subject to Section 7.4:

(a) Basic Restrictions.

(i) (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the

Aggregate Stock Ownership Limit, (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Common Stock in excess of the Common Stock Ownership Limit and (3) no Excepted Holder shall Beneficially

Own or Constructively Own shares of Capital Stock in excess of the Excepted Holder Limit for such Excepted Holder.

(ii) No Person shall

Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownership of Capital Stock would result in the Corporation being “closely held” within the meaning of

Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including, without limitation, Beneficial Ownership or Constructive

Ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation from such tenant would cause the

Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

(iii) Any Transfer of shares of Capital Stock that, if effective, would result in the

Capital Stock being Beneficially Owned by less than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of

Capital Stock.

(b) Transfer in Trust. If any Transfer of shares of Capital Stock occurs which, if effective, would result in any

Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of Section 7.2.1(a)(i) or (ii),

(i) then

that number of shares of the Capital Stock the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 7.2.1(a)(i) or (ii) (rounded up to the nearest whole share) shall be automatically

transferred to a Trust for the exclusive benefit of one or more Charitable Beneficiaries, as described in Section 7.3, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire

no rights in such shares; or

(ii) if the transfer to the Trust described in clause (i) of this sentence would not be effective for

any reason to prevent the violation of Section 7.2.1(a)(i) or (ii), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i) or (ii) shall be void ab

initio, and the intended transferee shall acquire no rights in such shares of Capital Stock.

(iii) To the extent that, upon a

transfer of shares of Capital Stock pursuant to this Section 7.2.1(b), a violation of any provision of this Article VII would nonetheless be continuing (for example where the ownership of shares of Capital Stock by a single Trust would violate

the 100 stockholder requirement applicable to REITs), then shares of Capital Stock shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Charitable Beneficiaries that are distinct from those of

each other Trust, such that there is no violation of any provision of this Article VII.

Section 7.2.2 Remedies for Breach. If the Board of Directors shall at any time

determine that a Transfer or other event has taken place that results in a violation of Section 7.2.1 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any shares of Capital Stock

in violation of Section 7.2.1 (whether or not such violation is intended), the Board of Directors shall take such action as it deems advisable to prevent or to refuse to give effect to such Transfer or other event, including, without

limitation, causing the Corporation to redeem shares of Capital Stock, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that

any Transfer or attempted Transfer or other event in violation of Section 7.2.1 shall automatically result in the transfer to the Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio

as provided above irrespective of any action (or non-action) by the Board of Directors.

Section 7.2.3 Notice of Restricted Transfer. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or

Constructive Ownership of shares of Capital Stock that will or may violate Section 7.2.1(a), or any Person who would have owned shares of Capital Stock that resulted in a transfer to the Trust pursuant to the provisions of

Section 7.2.1(b), shall immediately give written notice to the Corporation of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Corporation such other

information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT.

Section 7.2.4 Owners Required To Provide Information. From the Initial Date and

prior to the Restriction Termination Date:

(a) every owner of five percent or more (or such lower percentage as required by the Code or

the Treasury Regulations promulgated thereunder) of the outstanding shares of Capital Stock, within 30 days after the end of each taxable year, shall give written notice to the Corporation stating the name and address of such owner, the number of

shares of each class or series of Capital Stock Beneficially Owned and a description of the manner in which such shares are held. Each such owner shall promptly provide to the Corporation such additional information as the Corporation may request in

order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit; and

(b) each Person who is a Beneficial Owner or Constructive Owner of Capital Stock and each Person (including the stockholder of record) who is

holding Capital Stock for a Beneficial Owner or Constructive Owner shall provide to the Corporation such information as the Corporation may request in order to determine the Corporation’s status as a REIT or to comply with the requirements of

any taxing authority or governmental authority or to determine such compliance.

Section 7.2.5 Remedies Not Limited. Subject

to Section 5.7, nothing contained in this Section 7.2 shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation in preserving the Corporation’s status

as a REIT.

Section 7.2.6 Ambiguity. In the case of an ambiguity in the application of any

of the provisions of this Section 7.2, Section 7.3 or any definition contained in Section 7.1, the Board of Directors may determine the application of the provisions of this Section 7.2 or Section 7.3 or any such definition

with respect to any situation based on the facts known to it. In the event Section 7.2 or Section 7.3 requires an action by the Board of Directors and the Charter fails to provide specific guidance with respect to such action, the Board of

Directors may determine the action to be taken so long as such action is not contrary to the provisions of Sections 7.1, 7.2 or 7.3. Absent a decision to the contrary by the Board of Directors, if a Person would have (but for the remedies set forth

in Section 7.2.2) acquired Beneficial Ownership or Constructive Ownership of Capital Stock in violation of Section 7.2.1, such remedies (as applicable) shall apply first to the shares of Capital Stock which, but for such remedies, would

have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Capital Stock based upon the relative number of the shares of Capital Stock held by each such

Person.

Section 7.2.7 Exceptions.

(a) Subject to Section 7.2.1(a)(ii) and upon receipt of such representations, agreements and undertakings as the Board of Directors may

require, the Board of Directors may exempt (prospectively or retroactively) a Person from the Aggregate Stock Ownership Limit or the Common Stock Ownership Limit, as the case may be, and may establish or increase an Excepted Holder Limit for such

Person.

(b) Prior to granting any exception or creating any Excepted Holder Limit pursuant to

Section 7.2.7(a), the Board of Directors may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors, as it may deem necessary or advisable in

order to determine or ensure the Corporation’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such

exception or creating such Excepted Holder Limit.

public offering, forward sale or a private placement of Capital Stock (or securities convertible into or exchangeable for Capital Stock) may Beneficially Own or Constructively Own shares of Capital Stock (or securities convertible into or

exchangeable for Capital Stock) in excess of the Aggregate Stock Ownership Limit, the Common Stock Ownership Limit, or both such limits, but only to the extent necessary to facilitate such public offering, forward sale or private placement.

(d) The Board of Directors may only reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such

Excepted Holder at any time; (2) unless the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder provide

otherwise, at any time after the Excepted Holder no longer Beneficially Owns or Constructively Owns shares of Capital Stock in excess of the Common Stock Ownership Limit or the Aggregate Stock Ownership Limit; or (3) pursuant to the terms and

conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is

less than the Common Stock Ownership Limit or the Aggregate Stock Ownership Limit, as applicable.

Section 7.2.8 Increase or Decrease in Common Stock Ownership or Aggregate Stock

Ownership Limits. Subject to Section 7.2.1(a)(ii) and this Section 7.2.8, the Board of Directors may from time to time increase or decrease the Common Stock Ownership Limit or the Aggregate Stock Ownership Limit for one or more Persons

and increase or decrease the Common Stock Ownership Limit or the Aggregate Stock Ownership Limit for any other Persons. No decreased Common Stock Ownership Limit or Aggregate Stock Ownership Limit will be effective for any Person whose percentage of

ownership of Capital Stock is in excess of such decreased Common Stock Ownership Limit or Aggregate Stock Ownership Limit, as applicable, until such time as such Person’s percentage of ownership of Capital Stock equals or falls below the

decreased Common Stock Ownership Limit or Aggregate Stock Ownership Limit, as applicable; provided, however, any further acquisition of Capital Stock by any such Person (other than a Person for whom an exemption has been granted pursuant to

Section 7.2.7(a) or an Excepted Holder) in excess of the Capital Stock owned by such person on the date the decreased Common Stock Ownership Limit or Aggregate Stock Ownership Limit, as applicable, became effective will be in violation of the

Common Stock Ownership Limit or Aggregate Stock Ownership Limit. No increase to the Common Stock Ownership Limit or Aggregate Stock Ownership Limit may be approved if the new Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit would

allow five or fewer Persons to Beneficially Own, in the aggregate, more than 49.9% in value of the outstanding Capital Stock.

Section 7.2.9 Legend. Each certificate for shares of Capital Stock, if

certificated, shall bear substantially the following legend:

The shares represented by this certificate are subject to

restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended

(the “Code”). Subject to certain further restrictions and except as expressly provided in the Corporation’s Charter, (i) no Person may Beneficially Own or Constructively Own shares of the Corporation’s Common Stock in

excess of the Common Stock Ownership Limit unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own shares of Capital Stock of the Corporation

in excess of the Aggregate Stock Ownership Limit, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Capital Stock that would result in

the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iv) no Person may Transfer shares of Capital Stock if such Transfer would result in the

Capital Stock of the Corporation being owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code). Any Person who Beneficially Owns or Constructively Owns or attempts or intends to Beneficially Own or

Constructively Own shares of Capital Stock which cause or will cause a Person to Beneficially Own or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any of the

restrictions on transfer or ownership provided in (i), (ii) or (iii) above are violated, the shares of Capital Stock in excess or in violation of the above limitations will be automatically transferred to a Trustee of a Trust for the benefit of

one or more Charitable Beneficiaries. In addition, the Corporation may redeem shares of Capital Stock upon the terms and conditions specified by the Board of Directors in its sole and absolute discretion if the Board of Directors determines that

ownership or a Transfer or other event may violate the restrictions described above. Furthermore, any Transfer that would result in the violation of the ownership restrictions provided in (iv) above or, upon the occurrence of certain events,

any attempted Transfers in violation of the other restrictions described above, will be void ab initio. All capitalized terms in this legend have the meanings defined in the Charter of the Corporation, as the same may be amended from

time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of shares of Capital Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the

Secretary of the Corporation at its principal office.

Instead of the foregoing legend, the certificate or any notice in lieu of a certificate may

state that the Corporation will furnish a full statement about certain restrictions on ownership and transfer of the shares to a stockholder on request and without charge.

Section 7.3 Transfer of Capital Stock in Trust.

Section 7.3.1 Ownership in Trust. Upon any purported Transfer or other event described in Section 7.2.1(b) that would result

in a transfer of shares of Capital Stock to a Trust, such shares of Capital Stock shall be deemed to have been transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the

Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Trust pursuant to Section 7.2.1(b). The Trustee shall be appointed by the

Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 7.3.6.

Section 7.3.2 Status of Shares Held by the Trustee. Shares of Capital Stock held by the Trustee shall be issued and outstanding

shares of Capital Stock of the Corporation. The Prohibited Owner shall have no rights in the shares held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no

rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the shares held in the Trust.

Section 7.3.3 Dividend and Voting Rights. The Trustee shall have all voting

rights and rights to dividends or other distributions with respect to shares of Capital Stock held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior

to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee shall be paid by the recipient of such dividend or other distribution to the Trustee upon demand and any dividend or other distribution

authorized but unpaid shall be paid when due to the Trustee. Any dividend or other distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares of

Capital Stock held in the Trust and, subject to Maryland law, effective as of the date that the shares of Capital Stock have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole and absolute

discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trust and (ii) to recast such vote; provided, however, that if

the Corporation has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VII, until the Corporation has received notification that

shares of Capital Stock have been transferred into a Trust, the Corporation shall be entitled to rely on its stock transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the

validity and authority of proxies and otherwise conducting votes and determining the other rights of stockholders.

Section 7.3.4

Sale of Shares by Trustee. Within 20 days of receiving notice from the Corporation that shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the shares held in the Trust to one or more persons,

designated by the Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee

shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 7.3.4. The Prohibited

Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing

the shares to be held in the Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares of Capital Stock to be held in the Trust and (2) the price per

share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and

other distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 7.3.3. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately

paid to the Charitable Beneficiary. If, prior to the discovery by the Corporation that shares of Capital Stock have been transferred to the Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been

sold on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 7.3.4, such excess shall be

paid to the Trustee upon demand.

Section 7.3.5 Purchase Right in Stock Transferred to the Trustee. Shares of Capital Stock

transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the Trust

(or, in the case of a gift, devise or other such transaction, the Market Price at the time of such gift, devise or other such transaction) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The

Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions which has been paid to the Prohibited Owner and is owed by the Prohibited Owner

to the Trustee pursuant to Section 7.3.3. The Corporation may pay the amount of such reduction to the Trustee for the benefit of the Charitable Beneficiary. The Corporation shall have the

right to accept such offer until the Trustee has sold the shares held in the Trust pursuant to Section 7.3.4. Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee

shall distribute the net proceeds of the sale to the Prohibited Owner.

Section 7.3.6 Designation of Charitable Beneficiaries.

By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary or Charitable Beneficiaries of the interest in the Trust such that (i) the shares of Capital Stock held in

the Trust would not violate the restrictions set forth in Section 7.2.1(a) in the hands of such Charitable Beneficiary or Charitable Beneficiaries and (ii) each such organization must be described in Section 501(c)(3) of the Code and

contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code. Neither the failure of the Corporation to make such designation nor the failure of the Corporation to appoint the

Trustee before the automatic transfer provided in Section 7.2.1(b) shall make such transfer ineffective, provided that the Corporation thereafter makes such designation and appointment.

Section 7.4 NYSE Transactions. Nothing in this Article VII shall preclude the settlement of any transaction entered into through the

facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article VII and any

transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VII.

Section 7.5 Enforcement. The Corporation is authorized specifically to seek equitable

relief, including injunctive relief, to enforce the provisions of this Article VII.

Section 7.6

Non-Waiver. No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of

Directors, as the case may be, except to the extent specifically waived in writing.

ARTICLE VIII

AMENDMENTS

The

Corporation reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of

outstanding stock. All rights and powers conferred by the Charter on stockholders, directors and officers are granted subject to this reservation. Except for those amendments permitted to be made without stockholder approval under Maryland law or by

specific provision in the Charter, and subject to such additional requirements as may be expressly set forth in the Charter, including the Blackstone Consent, any amendment to the Charter shall be valid only if declared advisable by the Board of

Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.

ARTICLE IX

LIMITATION

OF LIABILITY

To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and

officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article IX, nor the adoption or amendment of

any other provision of the Charter or the Bylaws inconsistent with this Article IX, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment,

repeal or adoption.

THIRD: The amendment to and restatement of the charter as hereinabove set forth have

been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.

FOURTH: The

current address of the principal office of the Corporation in the State of Maryland is as set forth in Article IV of the foregoing amendment and restatement of the charter.

FIFTH: The name and address of the Corporation’s current resident agent are as set forth in Article IV of the foregoing amendment

and restatement of the charter.

SIXTH: The number of directors of the Corporation and the names of those currently in office are

as set forth in Article V of the foregoing amendment and restatement of the charter.

SEVENTH: There has been no change in the

total authorized stock of the Corporation effected by the foregoing amendment and restatement of the charter.

EIGHTH: The

undersigned acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her

knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement

to be signed in its name and on its behalf by its President and attested to by its Secretary on this 13th day of May, 2026.

ATTEST:

BLACKSTONE DIGITAL INFRASTRUCTURE TRUST INC.

/s/ Rory Mouat

By:

/s/ Nicholas Pell (SEAL)

Rory Mouat

Nicholas Pell

Secretary

President

EX-3.2

Filename: d91908dex32.htm · Sequence: 3

EX-3.2

Exhibit 3.2

BLACKSTONE DIGITAL INFRASTRUCTURE TRUST INC.

AMENDED AND RESTATED BYLAWS

(Effective May 13, 2026)

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of Blackstone Digital Infrastructure Trust Inc. (the

“Corporation”) in the State of Maryland shall be located at such place as the Board of Directors (the “Board of Directors”) may from time to time designate.

Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places

as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other

place as shall be set in accordance with these Bylaws and stated in the notice of the meeting. The Board of Directors may determine that a meeting not be held at any place but instead may be held partially or solely by means of remote communication.

In accordance with these Bylaws and subject to any guidelines and procedures adopted by the Board of Directors, stockholders and proxy holders may participate in any meeting of stockholders held by means of remote communication and may vote at such

meeting as permitted by Maryland law. Participation in a meeting by these means constitutes presence in person at the meeting.

Section 2. ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business

within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3.

SPECIAL MEETINGS.

(a) General. Each of the chair of the board, chief executive officer, president, secretary and Board of

Directors may call a special meeting of stockholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date and at the time and place set by the chair of the board, chief

executive officer, president, secretary or Board of Directors, whoever has called the meeting. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation to act

on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting (the “Special

Meeting Percentage”).

(b) Stockholder-Requested Special Meetings. (1) Any stockholder of record

seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date

to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by

one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth

all information relating to each such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even

if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) promulgated under the Securities Exchange Act of 1934, as amended,

and the rules and regulations promulgated thereunder (the “Exchange Act”), and any other information that would be required to be included in a stockholder’s notice pursuant to paragraph (3) of Section 11(a) of these

Bylaws. Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the

resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record

Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2) In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of

stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request

Record Date entitled to cast not less than the Special Meeting Percentage shall be delivered to the secretary. In addition, the Special Meeting Request shall (i) set forth the purpose of the meeting and the matters proposed to be acted on at it

(which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (ii) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (iii) set

forth (A) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (B) the class, series and number of all shares of stock

of the Corporation which are owned (beneficially or of record) by each such stockholder and (C) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (iv) be

sent to the secretary by registered mail, return receipt requested, and (v) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation

of the Special Meeting Request) may revoke such stockholder’s request for a special meeting at any time by written revocation delivered to the secretary.

(3) The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice

of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph

(2) of this Section 3(b), the secretary receives on behalf of the Corporation payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4) In the case of any special meeting called by the secretary upon the request of

stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder-Requested Meeting shall

be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request

is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th

day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that if the Board of Directors

fails to designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for a Stockholder-Requested Meeting, the

Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors

to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the

30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders

fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5) If written revocations of the Special Meeting

Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not

revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders

who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have

not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chair of the

meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chair of the meeting may call the meeting to

order and adjourn the meeting from time to time without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6) The chair of the board, chief executive officer, president or Board of Directors may

appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by

the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual

receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record

entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of

any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in

such litigation).

(7) In the case of any Stockholder-Requested Meeting, if information submitted pursuant to any of the provisions of

this Section 3(b) by any stockholder proposing business to be conducted at a special meeting of stockholders is inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this

Section 3(b). Each requesting stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any information provided in accordance with this Section 3(b).

Upon written request by the secretary of the Corporation or the Board of Directors, any such stockholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (i) written

verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to the provisions of this Section 3(b),

and (ii) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such business proposal before the special meeting). If a stockholder fails

to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 3(b).

(8) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking

institutions in the State of New York are authorized or obligated by law or executive order to close.

Meeting. Notwithstanding anything in this Section 3 of Article II to the contrary, for so long as that certain Management Agreement, dated on or about May 15, 2026 (as amended, modified and/or supplemented from time to time, the

“Management Agreement”), by and among the Corporation, BXDC Operating Partnership LP, a Delaware limited partnership, and BX REIT Advisors L.L.C., a Delaware limited liability company, remains in effect, a special meeting of stockholders

for the purpose of removing any Blackstone Designee may only be called by the secretary of the Corporation upon the written request of Blackstone Inc. (“Blackstone”) to the secretary of the Corporation.

Section 4. NOTICE. Not less than ten nor more than 90 days before each meeting

of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and

place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the

stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the

stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic

transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any

stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such

notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders

without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the

notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(4) of this Article II) of such postponement or cancellation prior to the meeting. At such adjourned meeting at

which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior

to such date and otherwise in the manner set forth in this Section 4.

Section 5. ORGANIZATION AND CONDUCT. Every meeting

of stockholders shall be conducted by an individual appointed by the Board of Directors to be chair of the meeting or, in the absence of such appointment or appointed individual, by the chair of the board or, in the case of a vacancy in the office

or absence of the chair of the board, by one of the following individuals present at the meeting in the following order: the lead independent director, if there is one, the chief executive officer, the president, the vice presidents in their order

of rank and, within each rank, in their order of seniority, the secretary, or, in the absence of such officers, a chair chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The

secretary or, in the case of a vacancy in the office or absence of the secretary, an assistant secretary or an individual appointed by the Board of Directors or the chair of the meeting shall act as secretary of the meeting. In the event that the

secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chair of the meeting, shall record the minutes of the meeting. Even if

present at the meeting, the person holding the office named herein may delegate to another person the power to act as chair or secretary of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be

determined by the chair of the meeting. The chair of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chair and without any action by the stockholders, are appropriate for the proper

conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the

commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as

the chair of the meeting may determine; (c) recognizing speakers at the meeting and determining when and for how long speakers and any individual speaker may address the meeting; (d) determining when and for how long the polls should be

opened and when the polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting

procedures, rules or guidelines as set forth by the chair of the meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place either (i) announced at

the meeting or (ii) provided at a future time through means announced at the meeting; (h) complying with any state and local laws and regulations concerning safety and security; and (i) prohibiting or otherwise restricting the use of

audio or video recording devices at the meeting. Unless otherwise determined by the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with any rules of parliamentary procedure.

Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority

of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this Section 6 shall not affect any requirement under any statute or the charter of the Corporation (the “Charter”) for the vote

necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chair of the meeting may adjourn the meeting from time to time to a date not more than 120 days after the original record date

without notice other than announcement at the meeting. The date, time and place of the meeting, as reconvened, shall be either (a) announced at the meeting or (b) provided at a future time through means announced at the meeting.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may

continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7. VOTING. A nominee for director shall be elected as a director only if such nominee receives the affirmative vote of a

majority of the total votes cast for and against such nominee at a meeting of stockholders duly called and at which a quorum is present. However, directors shall be elected by a plurality of votes cast at a meeting of stockholders duly called and at

which a quorum is present for which (a) the secretary of the Corporation receives notice that a stockholder has nominated an individual for election as a director in compliance with the requirements of advance notice of stockholder nominees for

director set forth in these Bylaws, and (b) such nomination has not been withdrawn by such stockholder on or before the close of business on the tenth day before the date of filing of the definitive proxy statement of the Corporation with the

Securities and Exchange Commission (the “Commission”) relating to such meeting, and, as a result of which, the number of nominees is greater than the number of directors to be elected at the meeting. Each share entitles the holder

thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. For the avoidance of doubt, stockholders do not have cumulative voting rights in the election of directors generally.

A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which

may properly come before the meeting, unless more than a majority of the votes cast is required by statute, by the Charter or by these Bylaws. Unless otherwise provided by statute or by the

Charter, each outstanding share of stock, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the

chair of the meeting shall order that voting be by ballot or otherwise.

Section 8. PROXIES. A holder of record of shares of

stock of the Corporation may cast votes in person or by proxy that is (a) executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by applicable law, (b) compliant with Maryland law, the

Charter and these Bylaws and (c) filed in accordance with the procedures established by the Corporation. Such proxy or evidence of authorization of such proxy shall be filed with the record of the proceedings of the meeting. No proxy shall be

valid more than eleven months after its date unless otherwise provided in the proxy.

Any stockholder directly or indirectly soliciting

proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, limited liability

company, partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing member, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of

the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a

certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any trustee or fiduciary, in such capacity, may vote stock registered in such trustee’s or fiduciary’s name, either in person or by

proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted

in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding

shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the

Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the

purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be

received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors may consider necessary or appropriate. On receipt by the secretary of the Corporation of such certification, the person specified in the

certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

Section 10. INSPECTORS. The Board of Directors or the chair of the meeting may

appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chair of the meeting, the inspectors, if any, shall (a) determine the number of shares of stock

represented at the meeting, in person or by proxy, and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents, (c) report such tabulation to the chair of the meeting, (d) hear and determine all

challenges and questions arising in connection with the right to vote, and (e) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there

is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and

the results of the voting shall be prima facie evidence thereof.

Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR

DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

(a) Annual Meetings of Stockholders. (1) Nominations of individuals for

election to the Board of Directors and proposals of other business to be considered at an annual meeting of stockholders by the stockholders may only be made (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the

direction of the Board of Directors or any duly authorized committee thereof or (iii) by any stockholder of the Corporation who was a stockholder of record at the record date set by the Board of Directors for the purpose of determining

stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled

to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of

paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be

timely, a stockholder’s notice shall set forth all information and representations required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in

Section 11(c)(4) of this Article II) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the

date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such

annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on

which public announcement of the date of such meeting is first made; and provided further, that, for notice of any nomination or other business to be properly brought before the first annual meeting of the Corporation’s

stockholders convened after the closing of the initial public offering of the Corporation’s common stock, to be timely, a stockholder’s notice shall set forth all information

required under, and shall be delivered to the secretary of the Corporation at the principal executive office of the Corporation within the time periods required by, this Section 11, such time periods to be calculated as though the date of the

proxy statement for the preceding year’s annual meeting had been April 1, and the date of such meeting had been June 1, in each case, of the preceding calendar year. The postponement or adjournment of an annual meeting (or the public

announcement thereof) shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(3) Such stockholder’s notice shall set forth:

(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed

Nominee”), the stockholder giving the notice and each Stockholder Associated Person (as defined below), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for

the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor

provision) promulgated under the Exchange Act, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or

over-the-counter market on which any securities of the Corporation are traded;

(ii) as to any other business that the stockholder proposes to bring before the meeting, (A) a description of such business (including

the text of any proposal), the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person, individually or in the aggregate, including

any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom, and (B) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to

be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Regulation 14A (or any successor provision) of the Exchange Act;

(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(A) the class, series and number of all shares of stock or other securities of the Corporation or any controlled affiliate thereof

(collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the

investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person,

(B) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee

or Stockholder Associated Person,

Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the previous six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other

agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit from changes in the price of

(x) Company Securities or (y) any security of any entity that was listed in the peer group (or as a component entity thereof) in the Stock Performance Graph in the most recent annual report to security holders of the Corporation (a

“Peer Group Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or

any controlled affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company), and

(D) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or

contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any controlled affiliate thereof, other than an interest arising from

the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses

(ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,

(A) the name and address of such

stockholder, as they appear on the Corporation’s stock ledger, and the current name and address, if different, of each such Stockholder Associated Person and any Proposed Nominee and

(B) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person that is not an individual

and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v) the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated

Person about the Proposed Nominee or other business proposal;

(vi) to the extent known by the stockholder giving the notice, the name

and address of any other person financially supporting the nominee for election or reelection as a director or the proposal of other business;

(vii) if the stockholder is proposing one or more proposals, a representation as to whether the stockholder or a Stockholder Associated

Person intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to the Corporation’s stockholders and/or (y) otherwise to solicit proxies or votes from stockholders in support of such

proposal;

(viii) if the stockholder is proposing one or more Proposed Nominees, a representation that

such stockholder, Proposed Nominee or Stockholder Associated Person intends or is part of a group which intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in

support of Proposed Nominees in accordance with Rule 14a-19 of the Exchange Act; and

(ix) all

other information regarding the stockholder giving the notice and each Stockholder Associated Person that would be required to be disclosed by the stockholder in connection with the solicitation of proxies for the election of directors in an

election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case, pursuant to Regulation 14A (or any successor provision) under the Exchange Act.

(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a:

(i) written representation executed by the Proposed Nominee:

(A) that such Proposed Nominee (I) is not, and will not become, a party to any agreement, arrangement or understanding with any person

or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation, (II) consents to be named in a proxy statement as a director nominee, (III) consents to serve as a

director of the Corporation if elected, (IV) will notify the Corporation simultaneously with the notification to the stockholder of the Proposed Nominee’s actual or potential unwillingness or inability to serve as a director,

(V) does not need any permission or consent from any third party to serve as a director of the Corporation, if elected, that has not been obtained, including any employer or any other board or governing body on which such Proposed Nominee

serves, and (VI) that, upon such Proposed Nominee’s election, to make such acknowledgments, enter into such agreements and provide such information as the Board of Directors requires of all directors at such time, including, without

limitation, agreeing to be bound by the Conduct Policies (as defined in the Management Agreement) and other similar policies and procedures applicable to directors;

(B) attaching copies of any and all requisite permissions or consents; and

(C) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the

stockholder providing the notice); and

(ii) written representation executed by the stockholder that such stockholder will:

(A) comply with Rule 14a-19 promulgated under the Exchange Act in connection with such

stockholder’s solicitation of proxies in support of any Proposed Nominee;

(B) notify the Corporation as promptly as practicable of

any determination by the stockholder to no longer solicit proxies for the election of any Proposed Nominee as a director at the annual meeting;

(C) furnish such other or additional information as the Corporation may request for the purpose of determining whether the requirements of

this Section 11 have been complied with and of evaluating any nomination or other business described in the stockholder’s notice; and

(D) appear in person or by proxy at the meeting to nominate any Proposed Nominees or to bring such business before the meeting, as

applicable, and acknowledge that if the stockholder does not so appear in person or by proxy at the meeting to nominate such Proposed Nominees or bring such business before the meeting, as applicable, the Corporation need not bring such Proposed

Nominee or such business for a vote at such meeting and any proxies or votes cast in favor of the election of any such Proposed Nominee or of any proposal related to such other business need not be counted or considered.

(5) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to

be elected to the Board of Directors at the annual meeting is increased from the number of directors serving on the Board of Directors on the date stockholders are first permitted to submit nominations or other business for consideration at an

annual meeting pursuant to Section 11(a)(2) of this Article II, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(4) of this

Article II) for the preceding year’s annual meeting, a stockholder’s notice required by clause (iii) of paragraph (a)(1) of this Section 11 shall also be considered timely, but only with respect to nominees for any new

positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first

made by the Corporation.

(6) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall

mean (i) any person who is a member, with such stockholder, of any “group,” as that term is used for purposes of Section 13(d)(3) of the Exchange Act or who is otherwise a participant (as defined in Instruction 3 to Item 4

of Schedule 14A under the Exchange Act) in the solicitation, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and

(iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a

special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. No stockholder may make a proposal of other business to be considered at a special meeting or, except as

contemplated by and in accordance with the next two sentences of this Section 11(b), nominate an individual for election to the Board of Directors at a special meeting. Nominations of individuals for election to the Board of Directors may be

made at a special meeting of stockholders at which directors are to be elected only (1) by or at the direction of the Board of Directors or any duly authorized committee thereof or (2) provided that the special meeting has been

called in accordance with Section 3(a) of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors for the purpose of

determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at

the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or

more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice,

containing the information and representations required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting

or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The postponement or adjournment of a special

meeting (or public announcement thereof) shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(c) General. (1) If any information or representation submitted pursuant to this Section 11 by any stockholder proposing a

nominee for election as a director or any proposal for other business at a meeting of stockholders, including any information or representation from a Proposed Nominee, shall be inaccurate in any material respect, such information or representation

may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such

information or representation. Upon written request by the secretary or the Board of Directors, any such stockholder or Proposed Nominee shall provide, within five Business Days of delivery of such request (or such other period as may be specified

in such request), (i) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder or Proposed Nominee

pursuant to this Section 11, (ii) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before

the meeting and, if applicable, satisfy the requirements of Rule 14a-19(a)(3)) submitted by the stockholder or Proposed Nominee pursuant to this Section 11 as of an earlier date and (iii) an updated

representation by each Proposed Nominee that such individual will serve as a director of the Corporation if elected. If a stockholder or Proposed Nominee fails to provide such written verification, update or representation within such period, the

information as to which such written verification, update or representation was requested may be deemed not to have been provided in accordance with this Section 11.

(2) Only such individuals who are nominated in accordance with this Section 11 shall be

eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. A stockholder proposing a Proposed

Nominee shall have no right to (i) nominate a number of Proposed Nominees that exceeds the number of directors to be elected at the meeting or (ii) substitute or replace any Proposed Nominee unless such substitute or replacement is

nominated in accordance with this Section 11 (including the timely provision of all information and representations with respect to such substitute or replacement Proposed Nominee in accordance with the deadlines set forth in this

Section 11). If the Corporation provides notice to a stockholder that the number of Proposed Nominees proposed by such stockholder exceeds the number of directors to be elected at a meeting, the stockholder must provide written notice to the

Corporation within five Business Days stating the names of the Proposed Nominees that have been withdrawn so that the number of Proposed Nominees proposed by such stockholder no longer exceeds the number of directors to be elected at a meeting. If

any individual who is nominated in accordance with this Section 11 becomes unwilling or unable to serve on the Board of Directors, then the nomination with respect to such individual shall no longer be valid and no votes may validly be cast for

such individual. The chair of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3) Notwithstanding the foregoing provisions of this Section 11, the Corporation shall disregard any proxy authority granted in favor of,

or votes for, director nominees other than the Corporation’s nominees if the stockholder or Stockholder Associated Person (each, a “Soliciting Stockholder”) soliciting proxies in support of such director nominees abandons the

solicitation or does not (i) comply with Rule 14a-19 promulgated under the Exchange Act, including any failure by the Soliciting Stockholder to (A) provide the Corporation with any notices required

thereunder in a timely manner or (B) comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, or (ii) timely

provide evidence sufficient, in the determination of the Board of Directors, to satisfy the Corporation that such Soliciting Stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the

Exchange Act in accordance with the following sentence. Upon request by the Corporation, such Soliciting Stockholder shall deliver to the Corporation, no later than five Business Days prior to the applicable meeting, evidence sufficient, in the

determination of the Board of Directors, that such Soliciting Stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(4) For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the

company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Commission from time to time. “Public

announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) in a document publicly filed by

the Corporation with the Commission pursuant to the Exchange Act.

(5) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall

also comply with all applicable requirements of state law and of the Exchange Act with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request

inclusion of a proposal in, or the right of the Corporation to omit a proposal from, any proxy statement filed by the Corporation with the Commission pursuant to Rule 14a-8 (or any successor provision) under

the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by, or routine solicitation contacts made by or on behalf of, the stockholder or Stockholder Associated Person pursuant to a solicitation of

proxies after the filing of a definitive proxy statement on Schedule 14A by such stockholder or Stockholder Associated Person.

(6)

Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chair of the meeting, if the stockholder giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or

special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.

Section 12. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Title 3,

Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of stock of the Corporation. This Section 12 may be repealed, in whole

or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

Section 13. STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of

stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the

stockholders.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by or under the direction of the Board of

Directors.

Section 2. NUMBER, TENURE , QUALIFICATIONS AND RESIGNATION. A majority of the entire Board of Directors may

establish, increase or decrease the number of directors; provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more than 15; and provided further that the tenure of office of a director

shall not be affected by any decrease in the number of directors, except that, so long as the Management Agreement remains in effect, the consent of Blackstone shall be required in order for the Board of Directors to approve any increase or decrease

in the number of directors, other than any increase in the number of directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Corporation’s stock other than

common stock. For so long as the Management Agreement remains in effect, in order for an individual to be qualified to be nominated for election as a director, or to serve as a

director, the nomination, election and qualification of such individual, when considered together with all other individuals nominated for election, must not cause the Corporation to violate, and

must meet all other requirements specified in, the Management Agreement. Any director of the Corporation may resign at any time by delivering a resignation to the Board of Directors, the chair of the board or the secretary. Any resignation shall

take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors may be held at such time and place as shall be

specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board of Directors without other notice than such

resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the

chair of the board, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of any special meeting of

the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place of special meetings of the Board of Directors without other notice than such resolution.

Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone,

electronic mail, facsimile transmission, courier or United States mail to each director at such director’s business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least

24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the

director or such director’s agent is personally given such notice in a telephone call to which the director or such director’s agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the

electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a

completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when

deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by

statute or these Bylaws.

Section 6. QUORUM. A majority of the directors shall constitute a quorum for the transaction of

business at any meeting of the Board of Directors; provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice; and

provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a specified group of directors is required for action, a quorum must also include a majority or such other

percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been

established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7. VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action

of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a

quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is

required for such action by applicable law, the Charter or these Bylaws.

Section 8. ORGANIZATION. At each meeting of the

Board of Directors, the chair of the board or, in the absence of the chair, the chief executive officer shall act as chair of the meeting. Even if present at the meeting, such person may designate another director to act as chair of the meeting. In

the absence of both the chair of the board and chief executive officer, the lead independent director, if one, or, in the absence of all such individuals, the president or, in the absence of the president, a director chosen by a majority of the

directors present, shall act as chair of the meeting. The secretary or, in the secretary’s absence, an assistant secretary of the Corporation, or, in the absence of the secretary and all assistant secretaries, an individual appointed by the

chair of the meeting, shall act as secretary of the meeting.

Section 9. MEETINGS BY REMOTE COMMUNICATION. Directors may

participate in a meeting by means of a conference telephone or other remote communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute

presence in person at the meeting.

Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be

taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors. Any

or all of the signatures on such consent may be a copy or other reproduction.

Section 11. VACANCIES. If for any reason

any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Except as may be provided by the Board of Directors in setting the terms of any

class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy shall serve for

the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.

Section 12. COMPENSATION. Directors shall not receive any stated salary for

their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity

they performed or engaged in as directors, including any service on any committee of the Board of Directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of

any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from

serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. RELIANCE. Each director and

officer of the Corporation shall, in the performance of such director’s or officer’s duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other

financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as

to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a

matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 14.

RATIFICATION. The Board of Directors or the stockholders may ratify any act, omission, failure to act or determination made not to act (an “Act”) by the Corporation or its officers to the extent that the Board of Directors or the

stockholders could have originally authorized the Act and, if so ratified, such Act shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any Act

questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of

improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in

respect of such questioned Act.

Section 15. CERTAIN RIGHTS OF DIRECTORS AND OFFICERS. Any director or officer, in such

director’s or officer’s personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition

with those of or relating to the Corporation, in each case in accordance with and subject to the terms of the Charter.

Section 16.

EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the

Board of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors: (a) a meeting of the Board of Directors or a committee

thereof may be called by any director or officer by any means feasible under the circumstances; (b) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many

directors and by such means as may be feasible at the time, including publication, television or radio; and (c) the number of directors necessary to constitute a quorum shall be one-third of the entire

Board of Directors.

ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Audit Committee,

a Compensation Committee, a Nominating and Corporate Governance Committee, an Affiliate Transaction Committee and one or more other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors. In the absence

of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

Section 2. POWERS. The Board of Directors may delegate to any committee appointed under Section 1 of this Article any of the

powers of the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more

directors, as the committee deems appropriate in its sole discretion.

Section 3. MEETINGS. Notice of committee meetings shall

be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the

committee members present at a meeting shall be the act of such committee. The Board of Directors, or in the absence of such designation, the applicable committee, may designate a chair of any committee, and such chair or, in the absence of a chair,

any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board of Directors shall otherwise provide.

Section 4. MEETINGS BY REMOTE COMMUNICATION. Members of a committee of the Board of Directors may participate in a meeting by

means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of

the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee. Any or all of the

signatures on such consent may be a copy or other reproduction.

Section 6. CHANGES. Subject to the provisions hereof, the Board of Directors

shall have the power at any time to change the membership of any committee, to appoint the chair of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member, to dissolve any such committee or

to withdraw or add to any powers previously delegated to a committee.

Section 7. COMMITTEE CHARTERS. The Board of Directors

may establish, in a written charter for any committee of the Board of Directors, provisions governing the structure and operations of such committee and the appointment and removal of its members. To the extent that any such provisions are

inconsistent with the provisions of Sections 3 through 6 of this Article IV, such provisions shall instead apply to such committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a

treasurer and may include a chair of the board, a vice chair of the board, a chief executive officer, one or more vice presidents, a chief investment officer, a chief operating officer, a chief financial officer, one or more assistant secretaries

and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or appropriate. The officers of the Corporation shall be elected by the

Board of Directors, except that the chief executive officer or the president may from time to time appoint or fill a vacancy with respect to the office of any officer (other than the chief executive officer, president and chief financial officer).

Each officer shall serve for the term specified by the Board of Directors or the appointing officer or, if no such term is specified, until his or her successor is elected and qualifies or until his or her death, resignation or removal in the manner

hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of

Directors or, to the extent permitted by the MGCL, the appointing officer, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering a

resignation to the Board of Directors, the chair of the board, the lead independent director, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified

in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4. CHAIR OF THE BOARD. The Board of Directors may designate from among its members a chair of the board, who shall not,

solely by reason of such designation or these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chair of the board as an executive or non-executive chair. The chair of the

board shall preside over the meetings of the Board of Directors. The chair of the board shall perform such other duties as may be assigned to the chair of the board by these Bylaws or the Board of Directors.

Section 5. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief

executive officer. In the absence of such designation, the president shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as

determined by the Board of Directors, and for the management of the business and affairs of the Corporation. The chief executive officer may execute, or delegate the execution of, any deed, mortgage, bond, contract or other instrument, except in

cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all

duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. CHIEF INVESTMENT OFFICER. The Board of Directors may designate a chief investment officer. The chief investment officer

shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 7.

CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 8. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer

shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 9.

PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of

Directors, the president shall be the chief operating officer. The president may execute, or delegate the execution of, any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated

by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as

may be prescribed by the Board of Directors from time to time.

Section 10. VICE PRESIDENTS. In the absence of the president

or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the

order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to

such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas

of responsibility.

Section 11. SECRETARY. The secretary shall (a) keep the minutes of the

proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as

required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep, or direct that a transfer agent and registrar appointed pursuant to Article VII, Section 5 of these Bylaws, keep a register of

the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to

time may be assigned to the secretary by the chief executive officer, the president or the Board of Directors.

Section 12.

TREASURER. The treasurer shall have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other

valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, the chief executive officer, the president, the chief financial officer, or any other appropriate officer may

determine, and in general perform such other duties as from time to time may be assigned to the treasurer by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the

Board of Directors or the chief executive officer, the treasurer shall be the chief financial officer of the Corporation.

The treasurer

shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or

whenever it may so require, an account of all the transactions as treasurer and of the financial condition of the Corporation.

Section 13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall

perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 14. COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Board

of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director.

ARTICLE VI

CONTRACTS,

CHECKS AND DEPOSITS

Section 1. CONTRACTS. The Board of Directors or any manager of the Corporation approved by the Board

of Directors and acting within the scope of its authority pursuant to a management agreement with the Corporation may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of

the Corporation and such authority may be general or confined to specific instances. Any

agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or a manager acting within

the scope of its authority pursuant to a management agreement and executed by an authorized person and executed by the chief executive officer, the chief investment officer, the chief financial officer, the president, any executive vice president or

any other person designated by the Board of Directors, the manager or any of the foregoing officers.

Section 2. CHECKS AND

DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to

time be determined by the Board of Directors.

Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall

be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief investment officer, the chief financial officer, or any other officer designated by the

Board of Directors may determine.

ARTICLE VII

STOCK

Section 1.

CERTIFICATES. Except as may be otherwise provided by the Board of Directors or any officer of the Corporation, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that

the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and

shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL the Corporation shall provide to the

record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no difference in the rights and obligations of stockholders based on whether or not their shares are

represented by certificates.

Section 2. TRANSFERS. All transfers of shares of stock shall be made on the books of the

Corporation in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of

certificated shares is subject to the determination of the Board of Directors or an officer of the Corporation that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, the Corporation shall

provide to the record holders of such shares, to the extent then required by the MGCL, a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall

not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of

Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be

subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3. REPLACEMENT

CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated,

upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless

requested in writing by such stockholder and the Board of Directors or an officer of the Corporation has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost,

destroyed, stolen or mutilated certificate or certificates, or such owner’s legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as

it may direct as indemnity against any claim that may be made against the Corporation.

Section 4. FIXING OF RECORD DATE. The

Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the

allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such record date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more

than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been set as

provided in this Section 4, such record date shall continue to apply to the meeting if postponed or adjourned, except if the meeting is postponed or adjourned to a date more than 120 days after the record date originally fixed for the meeting,

in which case a new record date for such meeting shall be determined as set forth herein.

Section 5. STOCK LEDGER. The Board

of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issuance and registration of shares of stock, including the appointment from time to time of transfer agents and registrars.

The Corporation shall maintain at its principal office, or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class

held by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the

Corporation to issue fractional shares of stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine.

Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may authorize the issuance of units consisting of different securities of the Corporation.

ARTICLE VIII

ACCOUNTING YEAR

The

Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of

Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 2. CONTINGENCIES. Before payment of any dividend or other distribution, there may be set aside out of any assets of the

Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its sole discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions,

for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

INVESTMENT

POLICY

Subject to the provisions of the Charter, the Board of Directors or a duly authorized committee thereof may from time to time

adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain

the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland” or shall be in any other form authorized by the Board of Directors. The Board of Directors may authorize one or more duplicate seals and

provide for the custody thereof.

Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its

seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the

Corporation.

ARTICLE XII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver

thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted

at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such

person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIII

EXCLUSIVE

FORUM FOR CERTAIN LITIGATION

Section 1. CERTAIN STATE LAW CLAIMS. Unless the Corporation consents in writing to the

selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum

for (a) any Internal Corporate Claim, as such term is defined in the MGCL, or any successor provision thereof, (b) any derivative action or proceeding brought on behalf of the Corporation, other than actions arising under federal

securities laws, (c) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation, (d) any action asserting a claim

against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL or the Charter or these Bylaws, or (e) any other action asserting a claim against the Corporation or any

director or officer or other employee of the Corporation that is governed by the internal affairs doctrine of Maryland law. None of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland

unless the Corporation consents in writing to such court.

Section 2. SECURITIES ACT CLAIMS. Unless the Corporation

consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a

cause of action arising under the Securities Act of 1933, as amended. This Section 2 does not apply to claims arising under the Exchange Act.

ARTICLE XIV

AMENDMENT OF BYLAWS

The

Board of Directors is vested with the power to alter or repeal any provision of these Bylaws and to adopt new Bylaws. In addition, pursuant to a binding proposal that is properly submitted by stockholders for approval at a duly called annual meeting

or special meeting of stockholders, the stockholders shall have the power, by the affirmative vote of a majority of all votes entitled to be cast on the matter, to alter or repeal any provision of these Bylaws and to adopt new Bylaw provisions, in

any such case to the extent permitted by and consistent with the Charter, these Bylaws (including, without limitation, Sections 3 and 11 of Article II of these Bylaws) and applicable law. Notwithstanding anything herein to the contrary, Article II,

Section 3(c), Article III, Section 2 and this sentence of these Bylaws may not be altered or repealed without the consent of Blackstone for so long as the Management Agreement remains in effect.

EX-10.1

Filename: d91908dex101.htm · Sequence: 4

EX-10.1

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May 15, 2026 by and among Blackstone Digital Infrastructure Trust Inc., a

Maryland corporation (the “Company”), Blackstone Treasury Holdings III L.L.C., a Delaware limited liability company (the “Blackstone Investor”), and BX REIT Advisors L.L.C., a Delaware limited liability company

(the “Manager”).

WHEREAS, the Company is effecting an underwritten initial public offering (“IPO”)

of shares of the Company’s common stock, par value $0.01 per share (the “Common Shares”);

WHEREAS, the

Blackstone Investor has indicated an interest in purchasing Common Shares in connection with the proposed IPO;

WHEREAS, the

Company’s board of directors has adopted an equity incentive plan that contemplates the grant of awards to the Manager and its affiliates; and

WHEREAS, the Company wishes to provide the Blackstone Investor and the Manager with certain registration rights on the terms and conditions

set forth in this Agreement.

NOW, THEREFORE, for the mutual promises made herein and in the other agreements executed by the parties

concurrently herewith or contemplated hereby, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Section 1. Definitions

The

following capitalized terms used herein have the following meanings:

“Affiliate” has the meaning ascribed thereto in

Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“Agent” means the principal placement agent on an agented placement of Registrable Securities.

“Agreement” means this Registration Rights Agreement, as the same may be amended, restated, supplemented, or otherwise

modified from time to time.

“Automatic Shelf Registration Statement” shall have the meaning specified in Rule 405

under the Securities Act.

“Business Day” means any day, other than a Saturday or Sunday or a day on which commercial

banks in New York, New York are required by law or permitted to be closed.

“Commission” means the Securities and

Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

“Common

Shares” is defined in the recitals to this Agreement.

“Company” is defined in the preamble to this Agreement.

“Derivative Counterparty” means any broker-dealer, other financial institution or unaffiliated Person that enters into a

Derivative Transaction with a Holder.

“Derivative Transaction” means any transaction which transfers some or all of

the economic risk of ownership of Common Shares or Units, including any forward contract, equity swap, put or call, put or call equivalent position, collar, sale of exchangeable security or any similar transaction.

“EDGAR” is defined in Section 3.1(e) of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission

promulgated thereunder, all as the same shall be in effect at the time.

“FINRA” means the Financial Industry

Regulatory Authority, Inc.

“Holder” means (i) the Blackstone Investor as an owner of Registrable Securities,

(ii) the Manager as an owner of Registrable Securities, and (iii) any Person who becomes a Holder pursuant to Section 8.6.

“Inspectors” is defined in Section 3.1(m) of this Agreement.

“Majority Selling Holders” means those Selling Holders whose Registrable Securities included in such registration or

offering, as applicable, represent a majority of the Registrable Securities of all Selling Holders included therein.

“Manager” is defined in the preamble to this Agreement.

“Minimum Effective Period” is defined in Section 2.1(c) of this Agreement.

“Non-Shelf Demand Registration Notice” is defined in

Section 2.1(c) of this Agreement.

“Non-Shelf Demand

Registration Statement” is defined in Section 2.1(c) of this Agreement.

“OP Units”

means common units of partnership interest in BXDC REIT Operating Partnership LP, a Delaware limited partnership.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust,

unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Piggy-Back Registration” is defined in Section 2.2(a) of this Agreement.

“Prospectus” means the prospectus or prospectuses included in any

Registration Statement (including any “free writing prospectus” (as defined in Rule 405 of the Securities Act) and any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus

filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the

Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in

such prospectus or prospectuses.

“Registrable Securities” means (i) all Common Shares, (ii) any Common

Shares or other Securities issued or issuable as a distribution with respect to, or in exchange for or in replacement of, any of the foregoing Common Shares or other Securities held by such Holder, including OP Units, and (iii) any Securities

into which the Common Shares may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of the Company held by a Holder (whether now held or

hereafter acquired, and including any such Securities received by a Holder upon the conversion or exchange of, or pursuant to such a transaction with respect to, other Securities held by such Holder). As to any particular Registrable Securities,

such Securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been

sold, transferred or otherwise disposed of pursuant to such Registration Statement; (b) such Registrable Securities have been sold pursuant to Rule 144 or 145 (or any similar provision then in effect) under the Securities Act; or (c) such

Registrable Securities cease to be outstanding.

“Registration Statement” means any registration statement filed by the

Company with the Commission in compliance with the Securities Act (including any Shelf Registration Statement, Non-Shelf Demand Registration Statement or any Registration Statement filed in connection with a

Piggy-Back Registration) for a public offering and sale of the Common Shares or other securities of the Company, including the Prospectus, amendments and supplements to such Registration Statement, including

pre- and post-effective amendments, all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such Registration Statement (other than a registration statement

(i) on Form S-4 or Form S-8 or any successor form to Form S-4 or Form S-8 or in

connection with any employee or director welfare, benefit or compensation plan, (ii) covering only securities proposed to be issued in exchange for securities or assets of another entity, (iii) in connection with an exchange offer or an

offering of securities exclusively to existing security holders of the Company or its subsidiaries, (iv) relating to a transaction pursuant to Rule 145 of the Securities Act, (v) for an offering of debt that is convertible into equity

securities of the Company, or (vi) solely for a dividend reinvestment plan).

“Securities” means capital stock,

limited partnership interests, limited liability company interests, beneficial interests, warrants, options, notes, bonds, debentures, and other securities, equity interests, ownership interests and similar obligations of every kind and nature of

any Person.

“Securities Act” means the Securities Act of 1933, as amended, and the

rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Selling

Holders” means, with respect to a specified registration or offering pursuant to this Agreement, the Holders whose Registrable Securities are proposed to be included in such registration or offering, as applicable.

“Shelf Effectiveness Period” is defined in Section 2.1(a) of this Agreement.

“Shelf Offering” is defined in Section 2.1(b) of this Agreement.

“Shelf Offering Notice” is defined in Section 2.1(b) of this Agreement.

“Shelf Registration Notice” is defined in Section 2.1(a) of this Agreement.

“Shelf Registration Statement” means a Registration Statement on Form S-3 or Form S-11 (or applicable successor forms) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission).

“Suspension Event” is defined in Section 2.3 of this Agreement.

“Transfer” means and includes the act of selling, giving, transferring, creating a trust (voting or otherwise), assigning

or otherwise disposing of (other than pledging, hypothecating or otherwise transferring as security or any transfer upon any merger or consolidation; provided, however, that any transfer or other disposition upon foreclosure or other

exercise of remedies of a secured creditor after an event of default under or with respect to a pledge, hypothecation or other transfer as security shall constitute a Transfer) (and correlative words shall have correlative meanings).

“Underwriters’ Representative” means the managing underwriter, or in the case of a

co-managed underwriting, the managing underwriter designated as the Underwriters’ Representative by the co-managers.

“WKSI” shall mean a well-known seasoned issuer, as defined in Rule 405 under the Securities Act.

Section 2. Registration Rights

2.1

Shelf Registration. (a) At any time and from time to time on or after such date that the Company becomes eligible to use a Shelf Registration Statement in connection with a public offering of its Common Shares held by any Holder, any Holder

may deliver to the Company a written demand (a “Shelf Registration Notice”) that the Company prepare and file with the Commission a Shelf Registration Statement with respect to resales of some or all Registrable Securities by the

Holders as promptly as practicable after receiving the Shelf Registration Notice, but in no event more than forty-five (45) days following receipt of such notice. Unless such Shelf Registration Statement shall become automatically effective,

the

Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective by the Commission for all of the Registrable Securities covered

thereby as promptly as practicable following delivery of the Shelf Registration Notice (if it is not an automatically effective Shelf Registration Statement) but in no event later than ninety (90) days after the filing of such Shelf

Registration Statement. To the extent the Company is a WKSI at the time that the Shelf Registration Statement is to be filed, the Company shall file an automatic Shelf Registration Statement which covers such Registrable Securities. The Company

agrees to use commercially reasonable efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to such Registrable Securities) continuously effective (including by filing a new Shelf Registration

Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities, subject to

Section 2.3, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”).

(b) Shelf Offerings. Subject to Section 2.3, upon the written demand of a Holder (a “Shelf Offering

Notice”) to the Company from time to time during the Shelf Effectiveness Period, the Company shall use commercially reasonable efforts to facilitate a “takedown” of Registrable Securities of such Holder pursuant to the Shelf

Registration Statement by such Holder, together with the Registrable Securities of any other Holders joining in such demand in accordance with Section 2.1(d) (a “Shelf Offering”), by amending or supplementing the

Prospectus related to the Shelf Registration Statement as may be reasonably requested by such Holder as promptly as reasonably practicable upon receipt of the Shelf Offering Notice and taking other actions contemplated by Section 3.1

that may be applicable to such Shelf Offering. Neither the Company nor any stockholder of the Company (other than the Holders) may include securities in any offering requested under Section 2.1 of this Agreement.

time and from time to time, if (i) the Company has not effected or is not diligently pursuing a Shelf Registration Statement pursuant to Section 2.1(a), (ii) the Company is not eligible to file a Shelf Registration

Statement or (iii) the Shelf Registration Statement shall cease to be effective, any Holder may deliver to the Company a written demand (a “Non-Shelf Demand Registration Notice”) that

the Company register for resale some or all of such Holder’s Registrable Securities. Upon receipt of a Non-Shelf Demand Registration Notice, the Company shall use commercially reasonable efforts to file

with the Commission as promptly as practicable after receiving the Non-Shelf Demand Registration Notice, but in no event more than forty-five (45) days following receipt of such notice, a Registration

Statement covering all requested Registrable Securities of such Holder, together with the Registrable Securities of any other Holders joining in such demand in accordance with Section 2.1(d) (the “Non-Shelf Demand Registration Statement”), and agrees (subject to Section 2.3) to use commercially reasonable efforts to cause the

Non-Shelf Demand Registration Statement to be declared effective by the Commission as soon as reasonably practicable following the filing thereof, but in no event later than ninety (90) days after the

filing of such Non-Shelf Demand Registration Statement. Subject to Section 2.3, the Company agrees to use reasonable efforts to keep any

Non-Shelf Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) for a period of not less than sixty

(60) days (the “Minimum Effective Period”). Any offers and sales by a Holder under a Non-Shelf Demand Registration Statement

shall be completed within the period during which such Non-Shelf Demand Registration Statement remains effective and not the subject of any stop order,

injunction or other order of the Commission. Upon notice that such Non-Shelf Demand Registration Statement is no longer effective, no Holder shall offer or sell the Registrable Securities under the Non-Shelf Demand Registration Statement.

(d) Notice to Holders. The Company shall give written

notice of any proposed filing of any Shelf Registration Statement or Non-Shelf Demand Registration Statement or any proposed Shelf Offering to all Holders as soon as practicable, and each Holder who wishes to

participate in such Registration Statement or Shelf Offering shall notify the Company in writing within five (5) Business Days after the receipt by such Holder of the notice from the Company, and shall specify in such notice to the Company the

number of Registrable Securities requested to be included in the applicable Registration Statement or Shelf Offering.

(e) Underwritten

Offerings. If any registration or offering pursuant to Section 2.1 involves an underwritten offering (whether on a “firm,” “best efforts” or “all reasonable efforts” basis or

otherwise), or an agented offering, the Majority Selling Holders shall have the right to select the underwriter or underwriters and manager or managers to administer such underwritten offering or the placement agent or agents for such agented

offering.

2.2 Piggy-Back Registration Rights. (a) To the extent a Holder’s Registrable Securities have not been registered

pursuant to Section 2.1(a), if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities by the Company for its own account (other than a Shelf

Registration Statement relating to primary offerings by the Company) or for the account of any security holders of the Company (other than pursuant to Section 2.1) or (ii) equity securities of the Company are to be

sold in an underwritten offering (whether or not for the account of the Company) (other than pursuant to Section 2.1) pursuant to an Automatic Shelf Registration Statement or a Registration Statement covering the

Registrable Securities, then the Company shall (i) give prompt written notice of such proposed filing and/or offering to all Holders if an Automatic Shelf Registration Statement is used in such offering or, if an Automatic Shelf Registration

Statement is not used, those Holders with Registrable Securities included in such Registration Statement, as soon as practicable but in no event less than ten (10) Business Days prior to the anticipated filing date of the Registration Statement

or anticipated date of pricing of such underwritten offering, which notice shall, subject to such Holders agreeing in writing to keep such information confidential, describe the amount and type of securities to be included in such offering, the

intended method(s) of distribution, and the name of the proposed Underwriters’ Representative or Agent, if any, of the offering, and (ii) offer to such Holders in such notice the opportunity to register the sale of or include in such

offering, as applicable, such number of Registrable Securities as such Holders may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). If at any time after giving

written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Piggy-Back Registration, or prior to the pricing of any such underwritten offering, the Company

shall determine for any reason not to register or to delay registration of such securities or to discontinue such underwritten offering, as applicable, the Company may, at its election, give written notice of such determination to each participating

Holder and, (x) in the case of a determination not to register or to discontinue such offering, shall be relieved of its obligation to

register any Registrable Securities in connection with such registration or undertake such offering, as applicable, and (y) in the case of a determination to delay registering, shall be

permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. The Company shall cause all of the Registrable Securities requested to be included in a

non-underwritten registration to be included in such registration and shall use commercially reasonable efforts to cause the Underwriters’ Representative of a proposed underwritten offering (or Agent

with respect to an agented offering) to permit the inclusion of the Registrable Securities requested in such underwritten or agented offering to be so included on the same terms and conditions as any similar securities of the Company included

therein and shall use commercially reasonable efforts to cause the Underwriters’ Representative to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All

Holders proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an underwriter or Agent shall (i) in connection with such distribution enter into an underwriting or agency agreement, as applicable,

in reasonable and customary form with the Underwriters’ Representative or Agent selected by the Company or the Person exercising demand registration rights, as applicable, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement or agency agreement, as applicable;

provided, that any indemnities, contribution or expense reimbursement obligations shall not be more onerous to such Holders than those set forth under Section 4 and Section 5 of this

Agreement.

(b) Withdrawal. Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Securities in

any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement or the pricing of an underwritten offering, as applicable. The Company (whether on its own

determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of the Registration Statement without thereby

incurring any liability to the Holders. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the Holders in connection with such Piggy-Back Registration as provided in Section 5.

2.3 Suspension of Use of Registration Statement. Notwithstanding the provisions of Sections 2.1 or 2.2(a), the Company

shall be entitled to postpone the filing of a Registration Statement, require Holders not to sell under a Registration Statement or suspend the use or effectiveness thereof if the Chief Executive Officer or the Chief Financial Officer of the Company

certifies to the Holders in writing that the Board of Directors of the Company has determined in good faith that there exist circumstances relating to a material pending development, including, but not limited to, a pending or contemplated material

acquisition or merger or other material transaction or event, which would require additional disclosure by the Company in the Registration Statement of previously non-public material information which the

Company in its good faith judgment has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with disclosure requirements

pursuant to applicable law (any such development, a “Suspension Event”); provided, however, that the Company may not delay, suspend or withdraw a Registration Statement or any offering thereunder, as applicable, for

more than sixty (60) days at any one time, or more than an aggregate of ninety (90) days in any rolling

twelve (12) month period; provided further, that any applicable Minimum Effective Period shall be extended by the aggregate number of days that the Registration Statement is

suspended or withdrawn pursuant to a Suspension Event. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Suspension Event the

Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which

they were made (in the case of the Prospectus), not misleading, each Holder agrees that (i) it shall immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until the Holder receives copies of a

supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any required post-effective amendment has become effective or unless

otherwise notified by the Company that it may resume such offers and sales and (ii) it shall maintain the confidentiality of any information included in the written notice delivered by the Company unless otherwise required by law, subpoena or

other applicable judicial or administrative request. If so directed in writing by the Company, each Holder shall return to the Company or destroy all undistributed copies of the Prospectus covering the Registrable Securities current at the time of

receipt of such notice that is in its possession, other than permanent file copies in the possession of such Holder’s counsel or as otherwise required by applicable law or the document retention policies of such Holder or its Affiliates.

Section 3. Additional Obligations of the Company and the Holders

3.1 Obligations of the Company. Other than as explicitly set forth below, when the Company is required to effect the registration of

any Registrable Securities or facilitate or effect any offering pursuant to Section 2 of this Agreement, as applicable, subject to Section 2.3, the Company shall:

(a) use commercially reasonable efforts to (i) register or qualify the Registrable Securities by the time the applicable Registration

Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder may reasonably request in writing, (ii) keep each such registration or qualification

effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement, (iii) cooperate with the Holders and the Underwriters’ Representative or Agent, if any, and their respective counsel in

connection with any filings required to be made with FINRA or other applicable regulatory authorities, and (iv) do any and all other similar acts and things that may be reasonably necessary or advisable to enable the Holders to consummate the

disposition of the Registrable Securities in each such jurisdiction; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction as a foreign corporation or to register as

a broker or dealer in any jurisdiction where it would not otherwise be required to so qualify or register but for this Agreement, (B) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not

otherwise be subject to such taxation or (C) take any action that would subject it to the general service of process in any jurisdiction where it is not then so subject;

(b) promptly notify each Selling Holder of the receipt, and provide copies to the Selling

Holders, of any comments or other correspondence from staff of the Commission with respect to any Registration Statement and, subject to Section 2.3, use commercially reasonable efforts to promptly respond to such comments

and provide copies of such responses to the Selling Holders;

necessary, such amendments and supplements to the Registration Statement and the Prospectus used in connection with such Registration Statement or any document incorporated therein by reference or file any other required document as may be necessary

to cause or maintain the effectiveness of such Registration Statement for so long as such Registration Statement is required to be kept effective and to comply with the provisions of the Securities Act and the rules thereunder with respect to the

disposition of all securities covered by such Registration Statement and the instructions applicable to the registration form used by the Company;

(d) in the event that any Registrable Securities included in a Registration Statement subject to, or required by, this Agreement remain unsold

at the end of the period during which the Company is obligated to maintain the effectiveness of such Registration Statement, file a post-effective amendment to the Registration Statement for the purpose of removing such securities from registered

status;

(e) furnish, without charge, to the Holders such number of copies of the Registration Statement, each amendment and supplement

thereto (in each case including all exhibits, but excluding any documents to be incorporated by reference therein that are publicly available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system

(“EDGAR”)), and the Prospectus included in such Registration Statement (including each preliminary Prospectus) in conformity with the requirements of the Securities Act as the Holders or any Underwriters’ Representative or

Agent may reasonably request for use in and in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Holders;

(f) if a disposition of Registrable Securities takes the form of an underwritten or agented offering, any “bought deal” or block

trade, promptly enter into customary agreements (including, in the case of an underwritten offering, underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and

consistent with the provisions relating to indemnification and contribution contained herein) and promptly take all other customary actions at such times as customarily occur in similar registered offerings in order to facilitate the disposition of

such Registrable Securities and in connection therewith, including:

(i) make such representations and warranties to the

Selling Holders and the underwriters, if any, in form, substance and scope as are customarily made by issuers in similar underwritten offerings;

(ii) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance)

shall be reasonably satisfactory to the Selling Holders and the Underwriters’ Representative or Agent, if any) addressed to each Selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in

sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Selling Holders and the Underwriters’ Representative, and the Company shall furnish to each Selling Holder a signed counterpart of any

such legal opinion;

(iii) obtain “cold comfort” letters and updates thereof from the

Company’s independent certified public accountants addressed to the Selling Holders, if permissible, and the underwriters, if any, which letters shall be customary in form and shall cover matters of the type customarily covered in “cold

comfort” letters to underwriters in connection with primary underwritten offerings, and the Company shall furnish to each Selling Holder a signed counterpart of any such comfort letter; and

(iv) use commercially reasonable efforts to obtain executed lock-up agreements from the

officers and directors of the Company and from the holders of more than 5% of the Company’s equity securities (who are, or whose associated persons are, bound by the Company’s insider trading policy), if requested by the

Underwriters’ Representative for such time periods as the Underwriters’ Representative may reasonably request.

(g) promptly

notify the Holders: (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement

has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration

Statement or the initiation or threat of any proceedings for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the

securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;

(h) use commercially

reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or suspending the qualification or exemption from qualification under state securities or “blue sky” laws, and, if any such

order suspending the effectiveness of a Registration Statement or suspending the qualification or exemption from qualification under state securities or “blue sky” laws is issued, shall promptly use commercially reasonable efforts to

obtain the withdrawal of such order at the earliest possible moment (and shall provide the Holders with prompt notice thereof);

(i) after

the filing of a Registration Statement and thereafter until the expiration of the period during which the Company is required to maintain the effectiveness of the applicable Registration Statement as set forth in the applicable sections above,

promptly notify the Holders: (i) of the existence of any fact of which the Company is aware or the happening of any event which has resulted in (A) the Registration Statement, as then in effect, containing an untrue statement of a material

fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading, (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or

omitting to state a material fact necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading or (C) the representations and

warranties of or relating to the Company contained in any agreement for the sale of any Registrable Securities under a Registration Statement ceasing to be true and correct in any material

respect and (ii) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate or required or that there exist circumstances not yet disclosed to the public which make further

sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to any event described in either of clauses (i) or (ii) of this Section 3.1(i),

at the request of the Majority Selling Holders, the Company shall, subject to Section 2.3, prepare and file with the Commission a post-effective amendment to the Registration Statement or a supplement to the Prospectus and

furnish to the Holders a reasonable number of copies of such post-effective amendment or supplement or file any other required document so that (x) such Registration Statement shall not contain any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary to make the statements therein not misleading and (y) such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary to make

the statements therein, in the light of the circumstances under which they were made, not misleading;

(j) use commercially reasonable

efforts to cause all such Registrable Securities to be listed, and to maintain the listing of such Registrable Securities, on the national securities exchange on which the Common Shares are then listed and cause to be satisfied all requirements and

conditions of such securities exchange to the listing or quoting of such securities that are reasonably within the control of the Company, including registering the applicable class of Registrable Securities under the Exchange Act, if appropriate,

and using commercially reasonable efforts to cause such registration to become effective pursuant to the rules of the Commission in accordance with the terms hereof;

(k) if requested by any Holder participating in the offering of Registrable Securities, incorporate in a prospectus supplement or

post-effective amendment such information concerning the Holder or the intended method of distribution as the Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Securities pursuant to

the Registration Statement, including information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other material terms of the offering;

(l) make available to its stockholders, as soon as practicable but no later than ninety (90) days following the end of the twelve

(12)-month period beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of each Registration Statement filed pursuant to this Agreement, an earnings statement satisfying the provisions of

Section 11(a) of the Securities Act and Rule 158 thereunder;

(m) make the Company’s executive officers available for customary

presentations to investors to discuss the affairs of the Company at times that may be mutually and reasonably agreed upon (including to the extent customary, senior management participation in due diligence calls with the underwriters (or Agent) and

their counsel and, in the case of any marketed underwritten offering, participation in any road show as reasonably requested by the Underwriters’ Representative for such offering), and provide the Holders, the underwriters and their respective

counsel, accountants and other advisors (the “Inspectors”) reasonable access to

its books and records as shall be reasonably requested in order to conduct a reasonable due diligence investigation within the meaning of the Securities Act with respect to any applicable

Registration Statement; provided, that such Inspectors agree to keep such information confidential (subject to customary exceptions) unless the disclosure of such information is necessary to avoid or correct a misstatement or omission in such

Registration Statement;

(n) in connection with the preparation and filing of any Registration Statement, Prospectus or any amendments or

supplements thereto, (i) give the Selling Holders, the underwriters or Agent (if applicable) and their respective counsels the opportunity to review and provide comments on such Registration Statement, each Prospectus included therein or filed

with the Commission, and each amendment thereof or supplement thereto, (ii) fairly and in good faith consider any such comments in any such documents prior to the filing thereof as the counsel to the Holders, the underwriters or Agent (if

applicable) may reasonably request, and (iii) make available such of the Company’s representatives as shall be reasonably requested by the Holders, any underwriter or Agent (if applicable) for discussion of such documents;

(o) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement

from and after a date not later than the effective date of such Registration Statement;

(p) cooperate with the Holders to facilitate the

timely delivery, preparation and delivery of certificates (or evidence of direct registration), with requisite CUSIP numbers, representing Registrable Securities to be sold;

(q) to the extent the Company is a WKSI during the period in which this Agreement is in effect, use commercially reasonable efforts to take

such actions as under its control to remain a WKSI and not become an ineligible issuer during the period when any Registration Statement remains in effect; and

(r) take such other actions as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities included

in each such registration.

Section 4. Indemnification; Contribution

4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder and each Person, if any, who controls

any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any of their partners, members, officers, directors, employees, agents, advisors or representatives, as follows:

(i) against any and all loss, liability, claim, damage, action, cost, judgment and expense (including reasonable fees, expenses

and disbursements of attorneys and other professionals), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to

which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make

the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated

therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage, action, cost,

judgment and expense (including reasonable fees, expenses and disbursements of attorneys and other professionals), as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any

governmental agency or body, commenced or threatened, or of any claim based upon any such untrue statement or omission, or any such alleged untrue statement or omission; and

(iii) against any and all cost or expense, as incurred (including reasonable fees, expenses and disbursements of attorneys and

other professionals), reasonably incurred in investigating, preparing, defending against or participating in (as a witness or otherwise) any litigation, or investigation or proceeding by any third party or governmental agency or body, commenced or

threatened, in each case whether or not a party, or any claim based upon any such untrue statement or omission of a material fact, or any such alleged untrue statement or omission of a material fact, to the extent that any such expense is not paid

under subparagraphs (i) or (ii) above;

provided, however, that the indemnity provided pursuant to this

Section 4.1 does not apply to any Holder with respect to any loss, liability, claim, damage, action, cost, judgment or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or

omission made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto).

4.2 Indemnification by Holder. Each Holder (and each permitted assignee of such Holder, on a several basis) severally and not

jointly agrees to indemnify and hold harmless the Company, and each of its directors and officers (including each director and officer of the Company who signed a Registration Statement), and each Person, if any, who controls the Company within the

meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:

(i)

against any and all loss, liability, claim, damage, action, cost, judgment and expense, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any

amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact

required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement

thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading;

(ii) against any and all loss, liability, claim, damage, judgment and

expense, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim based upon any such untrue statement or

omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder; and

(iii) against any and all expense, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in

investigating, preparing, defending against or participating in (as a witness or otherwise) any litigation, or investigation or proceeding by any third party or governmental agency or body, commenced or threatened, in each case whether or not a

party, or any claim based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraphs (i) or (ii) above;

provided, however, that the indemnity provided pursuant to this Section 4.2 shall only apply with respect to any loss,

liability, claim, damage, action, cost judgment or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the

Company by such Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). Notwithstanding the provisions of this Section 4.2, a Holder and

any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in excess of the amount of the total net proceeds to the Holder or such permitted assignee, as the case may

be, from sales of the Registrable Securities of the Holder under the Registration Statement or Prospectus, as applicable, that is the subject of the indemnification claim.

4.3 Conduct of Indemnification Proceedings. An indemnified party hereunder shall give reasonably prompt notice to the indemnifying

party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the indemnifying party (i) shall not relieve it from any liability which it may have under the indemnity

agreement provided in Section 4.1 or 4.2 above, unless and only to the extent it did not otherwise learn of such action and the lack of notice by the indemnified party results in the forfeiture by the indemnifying

party of substantial rights and defenses, and (ii) shall not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided under

Section 4.1 or 4.2 above and the contribution obligation provided in Section 4.4 below. If the indemnifying party so elects within a reasonable time after receipt of such notice, the

indemnifying party may assume the defense of such action or proceeding at such indemnifying party’s own expense with counsel chosen by the indemnifying party and approved by the indemnified party, which approval shall not be unreasonably

withheld; provided, however, that the indemnifying party shall not settle, compromise or consent to the entry of any judgment with respect to any such action or proceeding without the written consent of the indemnified party unless

such settlement, compromise or consent secures the unconditional release of the indemnified party and does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party; and

provided further, that, if the indemnified party reasonably determines that a conflict of interest exists where it is advisable for the indemnified party to be

represented by separate counsel or that, upon advice of counsel, there may be legal defenses available to it which are different from or in addition to those available to the indemnifying party

(or in the situation where the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) Business Days after receiving notice from the indemnified party that the indemnified

party believes the indemnifying party has failed to do so), then the indemnifying party shall not be entitled to assume such defense and the indemnified party shall be entitled to separate counsel at the indemnifying party’s expense, it being

understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same

general allegations or circumstances, be liable for the reasonable fees and expenses of more than one additional firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties. If the indemnifying party is

not entitled to assume the defense of such action or proceeding as a result of the second proviso to the preceding sentence, the indemnifying party’s counsel shall be entitled to conduct the indemnifying party’s defense and counsel for

the indemnified party shall be entitled to conduct the defense of the indemnified party, it being understood that both such counsel shall cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If

the indemnifying party is not so entitled to assume the defense of such action or does not assume such defense, the indemnifying party shall not be liable for any settlement effected without the written consent of the indemnifying party, not to be

unreasonably withheld, delayed or conditioned. If an indemnifying party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the indemnifying party shall not be liable for any fees and

expenses of counsel for the indemnified party incurred thereafter in connection with such action or proceeding.

4.4 Contribution.

In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Sections 4.1 and 4.2 above is for any reason held to be unenforceable by a court of competent jurisdiction to any

indemnified party although applicable in accordance with its terms, the Company and the relevant Holder shall contribute to the aggregate losses, liabilities, claims, damages, actions, costs, judgments and expenses of the nature contemplated by such

indemnity agreement incurred by the Company and the Holder, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holder on the other hand, in connection with the statements or omissions which

resulted in such losses, liabilities, claims, damages, actions, costs, judgments or expenses. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether the action in question,

including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, relates to information supplied by the indemnifying party or the indemnified party, and the parties’ relative intent,

knowledge, access to information and opportunity to correct or prevent such action.

The parties hereto agree that it would not be just or

equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately

preceding paragraph. Notwithstanding the provisions of this Section 4.4, a Holder shall not be required to contribute any amount in excess of the amount that it would have been obligated to pay by way of indemnification if

the indemnification provided for under Section 4.2 had been available under the circumstances.

Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the

meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4.4, each Person, if

any, who controls a Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any of their partners, members, officers, directors, employees, agents or representatives, shall have the same rights

to contribution as the Holder, and each director of the Company, each officer of the Company who signed a Registration Statement and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or

Section 20 of the Exchange Act shall have the same rights to contribution as the Company.

In addition, no Person shall be obligated

to contribute hereunder for any amounts in payment for any settlement of any action or claim, effected without such Person’s written consent.

4.5 Survival. The indemnification and contribution provisions in this Section 4 shall be a continuing right

and shall survive the registration and sale of any securities by any Person entitled to indemnification or contribution, as applicable hereunder, and the expiration or termination of this Agreement.

Section 5. Registration Expenses

The Company shall pay all expenses incident to the performance by the Company of its registration obligations under

Section 2 above, including (i) all expenses incurred in connection with the preparation, printing and distribution of any Registration Statement and Prospectus and all amendments and supplements thereto;

(ii) Commission and state securities registration, listing and filing fees; (iii) all fees and expenses of complying with securities or “blue sky” laws (including reasonable fees and disbursements of counsel for the Holders in

connection with “blue sky” qualifications of the securities and determination of their eligibility for investment under the laws of such jurisdictions); (iv) all FINRA fees and fees of any applicable stock exchange, including the New

York Stock Exchange; (v) reasonable fees and disbursements of counsel for the Company and reasonable fees and expenses for the independent certified public accountants retained by the Company (including the expenses or costs associated with the

delivery of any opinions or comfort letters); (vi) all internal expenses of the Company; (vii) the fees and expenses of any Person, including special experts, retained by the Company in connection with the preparation of any Registration

Statement; and (viii) the fees and disbursements of counsel representing the Holders registering Registrable Securities pursuant to the Registration Statement and/or participating in the offering, as applicable. Each Holder shall be responsible

for the payment of any brokerage and sales commissions, fees and disbursements of the Holder’s accountants and other advisors (other than legal counsel to the Holders) and any transfer taxes relating to the sale or disposition of the

Registrable Securities by such Holder pursuant to this Agreement. The Company shall have no obligation to pay any other costs or expenses incurred by the Holders, including underwriting discounts or selling commissions attributable to the

Registrable Securities being sold by the Holders thereof, which underwriting discounts or selling commissions shall be borne by such Holders. In addition, in an underwritten offering, all selling stockholders and the Company shall bear the expenses

of the underwriters pro rata in proportion to the respective amount of shares each sells in such offering.

Section 6. Rule 144 Compliance

The Company shall use commercially reasonable efforts to file as and when applicable, on a timely basis, all reports required to be filed by

it under the Exchange Act. The Company shall use commercially reasonable efforts to make and keep current public information available as specified in paragraph (c) of Rule 144 (or any successor rule) promulgated under the Securities Act. The

Company shall use commercially reasonable efforts to take such further action as may be reasonably required from time to time to enable the Holders to Transfer Registrable Securities without registration under the Securities Act within the

limitation of the exemptions provided by Rule 144 or any other exemption from registration. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements and, if

not, the specifics thereof, as well as any such other information as may be reasonably requested to allow such Holder to sell its Registrable Securities pursuant to Rule 144. In connection with any Transfer of Registrable Securities by a Holder

pursuant to Rule 144 promulgated under the Securities Act, the Company shall cooperate with the Holder to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any

Securities Act legend and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as Holder may reasonably request at least five (5) Business Days prior to any sale of Registrable

Securities hereunder or, if practicable, and at the request of such Holder, have such Registrable Securities delivered electronically via DWAC through the Depository Trust Company.

Section 7. Derivative Transactions; Financing Cooperation

(a) The provisions of this Agreement relating to the registration, offer and sale of Registrable Securities on a registered basis, including

any applicable pro rata limitation, apply also to Derivative Transactions entered into by a Holder. Any such prospectus in connection with a Derivative Transaction shall permit a Derivative Counterparty to sell shares of the Registrable Securities

covered by such prospectus and the applicable prospectus supplement, including in short sale transactions (whether Common Shares are borrowed from such Holder or otherwise). If in connection with a Derivative Transaction, a Derivative Counterparty

or any affiliate thereof is (or may reasonably be considered) an underwriter or selling stockholder, then such Derivative Counterparty shall be required to provide customary indemnities to the Company regarding the plan of distribution and related

matters.

(b) Without limiting the foregoing, the Company agrees to cooperate with each Holder in taking any action reasonably necessary

to consummate a Derivative Transaction entered into by such Holder (whether executed on a registered basis, under Rule 144 or otherwise) and any pledge, hypothecation or grant of security over Common Shares or Units related thereto, including

without limitation, (x) delivery of letter agreements to lenders in form and substance reasonably satisfactory to such lenders (which may include agreements by the Company in respect of the exercise of remedies by such lenders) and instructing

the transfer agent to transfer any such Common Shares subject to the pledge, hypothecation or grant into the facilities of The Depository Trust Company without restricted legends and (y) such action as such Holder may reasonably request from

time to time to enable such Holder to sell or hedge Common Shares without registration under the Securities Act.

Section 7(c) to the effect that Derivative Transactions are among the types of transactions covered by the provisions of this Agreement relating to the registration, offer, and sale of Registrable Securities shall not be

read to imply that any other particular types of transactions, by virtue of not having a similar clarifying provision in this Agreement, are not among the types of transactions covered by the provisions of this Agreement relating to the

registration, offer, and sale of Registrable Securities.

Section 8. Miscellaneous

8.1 Additional Agreements; Certain Transactions.

(a) In the event that any Common Shares or other securities are issued in respect of, in exchange for or in substitution of the Registrable

Securities by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, share dividend,

split-up, sale of assets, distribution to stockholders or combination of the shares or any other similar change in the Company’s capital structure, the Company agrees that appropriate adjustments shall

be made to this Agreement to ensure that the Holders have, immediately after consummation of such transaction, substantially the same rights from the Company or another issuer of securities, as applicable, as it has immediately prior to the

consummation of such transaction in respect of the Registrable Securities under this Agreement.

(b) The Company shall not enter into any

agreement with respect to the Company’s securities that is inconsistent with the rights granted to the Holders under this Agreement, and no such agreement is currently in effect.

8.2 In-Kind Distributions. If any Holder seeks to effectuate an

in-kind distribution of all or part of its Registrable Securities to its direct or indirect equity holders, the Company shall cooperate with such Holder and the Company’s transfer agent to facilitate

such in-kind distribution in the manner reasonably requested by such Holder and consistent with the Company’s obligations under the Securities Act.

8.3 Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the

subject matter of this Agreement and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature with respect to the subject matter of this Agreement. The

express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement.

8.4 Amendments and Waivers.

(a) The provisions of this Agreement, including the provisions of this Section 8.4, may not be amended, modified or

supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of the Company and the Holders of two-thirds of the outstanding Registrable

Securities. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Holder, each future Holder, and the Company.

(b) Notice of any amendment, modification or supplement to this Agreement adopted in

accordance with this Section 8.4 shall be provided by the Company to the Holders prior to the effective date of such amendment, modification or supplement.

8.5 No Implied Waivers; Remedies. No failure or delay on the part of any party in exercising any right, privilege, power or remedy

under this Agreement, and no course of dealing, shall operate as a waiver of any such right, privilege, power or remedy; nor shall any single or partial exercise of any right, privilege, power or remedy under this Agreement preclude any other or

further exercise of any such right, privilege, power or remedy or the exercise of any other right, privilege, power or remedy. No waiver shall be asserted against any party unless signed in writing by such party. The rights, privileges, powers and

remedies available to the parties hereof are cumulative and not exclusive of any other rights, privileges, powers or remedies provided by statute, at law, in equity or otherwise.

8.6 Assignment.

(a)

Except as expressly provided in this Section 8.6, the rights of the parties hereto cannot be assigned and any purported assignment or Transfer to the contrary shall be void ab initio. Subject to the terms and

limitations contained this Section 8.6, any Holder may assign any of its rights under this Agreement, without the consent of the Company, (x) to any Person to whom such Holder Transfers any Registrable Securities or

any rights to acquire Registrable Securities so long as such Transfer is not made pursuant to an effective Registration Statement or pursuant to Rule 144 (or any successor provision thereto) under the Securities Act or (y) in connection with a

pledge of Registrable Securities to a bona fide lender, in each case so long as such transferee, if not already a party to this Agreement, agrees in writing to be bound by and subject to the terms and conditions of this Agreement as a

“Holder,” including the provisions of this Section 8.6.

(b) Notwithstanding

Section 8.6(a), no Holder may assign any of its rights under this Agreement to any Person to whom such Holder Transfers any Registrable Securities if the Transfer of such Registrable Securities requires registration under

the Securities Act.

No Person may be assigned any rights under this Agreement unless (x) the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee, identifying the securities of the

Company as to which rights are being assigned, and providing a description of the nature and extent of the rights that are being assigned and (y) the assignee agrees in writing to be bound by and subject to the terms and conditions of this

Agreement as a “Holder,” including the provisions of this Section 8.6.

(d) Notwithstanding the

foregoing, the Blackstone Investor may Transfer and assign its rights under this Agreement without the prior written consent of the Company to one or more of its Affiliates; provided, that the Blackstone Investor delivers written notice to

the Company of such Transfer and/or assignment and such transferee and/or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement as a “Holder,” including the provisions of this

Section 8.6.

8.7 Successors and Assigns; No Third Party Beneficiaries. This Agreement shall be

binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. This Agreement is not intended, and shall not be construed, to confer any rights or benefits on any Persons that are not party hereto other than

as expressly set forth in Section 4 and Section 8.6.

8.8 Notices.

(a) All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing, to the following

addresses:

(i) if to the Company:

Blackstone Digital Infrastructure Trust Inc.

345 Park Avenue

New York, NY 10154

Attention: Chief Financial Officer

Email: Tony.Marone@blackstone.com

with a required copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425

Lexington Avenue

New York, NY 10017

Attention: Edgar J. Lewandowski

Email: elewandowski@stblaw.com

(ii) if to the Manager:

BX REIT Advisors L.L.C.

345 Park Avenue

New York, NY 10154

Attention: Leon Volchyok

Email: Leon.Volchyok@Blackstone.com

with a required copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425

Lexington Avenue

New York, NY 10017

Attention: Edgar J. Lewandowski

Email: elewandowski@stblaw.com

(iii) if to the Blackstone Investor:

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Attention: Victoria Portnoy

Email: victoria.portnoy@blackstone.com

with a required copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425

Lexington Avenue

New York, NY 10017

Attention: Edgar J. Lewandowski

Email: elewandowski@stblaw.com

(iii) if to any Holder other than the Blackstone Investor, to the address contained in the

records of the Company, or at such other address as the addressee may have furnished in writing to the sender as provided herein.

(b) Any

notice or demand that may be or is required to be given hereunder by any party to another shall be deemed to have been duly given if (i) personally delivered or delivered by electronic mail, when received (provided no “bounce back,”

out of office reply, or notice of non-delivery is received), or (ii) sent by U.S. Express Mail or recognized overnight courier, on the second following Business Day (or third following Business Day if

mailed outside the United States).

8.9 Specific Performance. The parties hereto acknowledge that the obligations undertaken by

them hereunder are unique and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or

in equity, shall be entitled to (i) compel specific performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and conditions of this Agreement and (ii) obtain preliminary

injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement in any court of the United States or any State thereof having jurisdiction, and in any such case, no bond or security shall be required

in connection therewith.

8.10 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT

SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD

CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES

DISTRICT COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN SUCH COURT.

8.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS

LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY

ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

8.12 Headings; References; Interpretation. The headings contained in this Agreement

are solely for convenience and reference and shall not limit or otherwise affect the meaning or interpretation of any of the terms or provisions of this Agreement. The references herein to Sections, unless otherwise indicated, are references to

sections of this Agreement. Whenever the words “include”, “includes”, or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. Unless the

context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural number, all words in the plural number shall extend to and include the singular number, and all words in any gender shall

extend to and include all genders. To the fullest extent permitted by law, this Agreement shall be construed without regard to any presumption or rule requiring construction against the party drafting or causing this instrument to be drafted.

8.13 Severability. If any provision of the Agreement shall be held to be invalid, the remainder of the Agreement shall not be affected

thereby.

8.14 Counterparts; Facsimile; PDF. This Agreement may be executed in any number of counterparts (including counterparts

transmitted electronically in portable document format (pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), each of which shall be deemed to be an original as against any party whose signature

appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts of this Agreement, individually or taken together, shall bear the signatures of all of the

parties reflected hereon as the signatories. The parties hereto irrevocably and unreservedly agree that this Agreement may be executed by way of electronic signatures and the parties agree that this Agreement, or any part thereof, shall not be

challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed

on its behalf as of the date first herein above set forth.

COMPANY:

BLACKSTONE DIGITAL

INFRASTRUCTURE TRUST INC.

By:

/s/ Anthony F. Marone, Jr.

Name: Anthony F. Marone, Jr.

Title: Chief Financial Officer and Treasurer

HOLDERS:

BLACKSTONE TREASURY HOLDINGS III L.L.C.

By:

/s/ Eric Liaw

Name: Eric Liaw

Title: Senior Managing Director

BX REIT ADVISORS L.L.C.

By:

/s/ Leon Volchyok

Name: Leon Volchyok

Title: Senior Managing Director

[Signature Page to Registration Rights Agreement]

EX-10.2

Filename: d91908dex102.htm · Sequence: 5

EX-10.2

Exhibit 10.2

MANAGEMENT AGREEMENT

by and among

Blackstone

Digital Infrastructure Trust Inc.,

BXDC Operating Partnership LP,

and

BX REIT Advisors

L.L.C.

THIS MANAGEMENT AGREEMENT, dated as of May 15, 2026, is by and among Blackstone Digital

Infrastructure Trust Inc., a Maryland corporation, BXDC Operating Partnership LP, a Delaware limited partnership, and BX REIT Advisors L.L.C., a Delaware limited liability company. Capitalized terms used herein shall have the meanings ascribed to

them in Section 1 below.

W I T N E S S E T

WHEREAS, the Company intends to qualify as a REIT for U.S. federal income tax purposes pursuant to Sections 856 through 860 of

the Code;

WHEREAS, the Company is the general partner of the Operating Partnership and intends to conduct all of its business and make

all or substantially all of its investments through the Operating Partnership;

WHEREAS, the Company and the Operating Partnership desire

to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Manager and to have the Manager undertake the duties and responsibilities hereinafter set forth, on behalf of, and

subject to the direction, oversight and supervision of, the Board, all as provided herein; and

WHEREAS, the Manager is willing to

undertake such duties and responsibilities, subject to the direction, oversight and supervision of the Board, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto hereby agree as

follows:

Section 1. Definitions.

(a) The following terms shall have the meanings set forth in this Section 1(a):

“Advisers Act” means the U.S. Investment Advisers Act of 1940, as amended.

“Affiliate” means, with respect to a Person, any other Person that either directly or indirectly

controls, is controlled by or is under common control with the first Person (it being understood that “control” (and derivations thereof) means the possession, direct or indirect, of the power to direct or cause the direction of the

management and policies of a Person, whether through the ownership of voting shares, by contract or otherwise); provided that, for greater certainty, it is acknowledged and agreed that (i) Portfolio Entities and/or (ii) passive third-party co-investors investing on a fee-free basis shall not be deemed Affiliates of the Manager for purposes hereof.

“Agreement” means this Management Agreement, as amended, restated, supplemented or otherwise modified

from time to time.

“Blackstone” means Blackstone Inc., a Delaware

corporation, and its successors, together with its Affiliates, including the Manager and excluding the Company and Other Blackstone Accounts.

“Blackstone Designee” has the meaning set forth in Section 14(b) hereof.

“Board” means the board of directors of the Company, as of any particular time.

“Business Day” means any day except a Saturday, a Sunday or a day on which banking institutions in

New York, New York are not required to be open.

“Cause Event” means (i) a final judgment by

any court or governmental body of competent jurisdiction not stayed or vacated within thirty (30) days that the Manager, its agents or its assignees has committed a felony or a material violation of applicable securities laws that has a

material adverse effect on the business of the Company or the ability of the Manager to perform its duties under the terms of this Agreement, (ii) an order for relief in an involuntary bankruptcy case relating to the Manager or the Manager

authorizing or filing a voluntary bankruptcy petition, in each case to the extent the Manager cannot assign this Agreement or delegate its duties hereunder to one or more of its Affiliates in accordance with the terms of this Agreement,

(iii) the dissolution of the Manager, or (iv) a determination that the Manager has committed fraud against the Company, has misappropriated or embezzled funds of the Company, or has acted, or failed to act, in a manner constituting bad

faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement; provided, however, that if any of the actions or omissions described in this clause (iv) are caused by an

employee and/or officer of the Manager or one of its Affiliates and the Manager takes all necessary action against such person and cures the damage caused by such actions or omissions within thirty (30) days of such determination, then such

event shall not constitute a Cause Event.

“Claim” has the meaning set forth in

Section 8(c) hereof.

“Code” means the U.S. Internal Revenue Code of

1986, as amended.

“Common Stock” means the common stock, par value $0.01, of the Company.

“Company” means Blackstone Digital Infrastructure Trust Inc., a Maryland corporation, and, where the

context requires, its subsidiaries, including the Operating Partnership, and/or Affiliates.

“Company

Indemnified Party” has the meaning set forth in Section 8(b) hereof.

“Conduct Policies” means, collectively, the Company’s Code of Business Conduct and Ethics,

Corporate Governance Guidelines and other compliance and/or governance policies and procedures required to be adopted by the Company under the Exchange Act, the Securities Act or the listing rules of the NYSE (or any other securities exchange on

which Common Stock or other securities of the Company are listed), if any.

“Confidential Information” has the meaning set

forth in Section 5 hereof.

“Daily VWAP” means, for any applicable

trading day, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “BXDC <equity> AQR” (or its equivalent successor if such page is not available) in respect of

the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such

trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us). The “Daily VWAP” will be determined without regard to after-hours trading or

any other trading outside of the regular trading session trading hours.

“Effective Date” means

May 15, 2026, the date of the completion of the IPO.

“Exchange Act” means the U.S. Securities

Exchange Act of 1934, as amended.

“Form ADV” means the Form ADV filed by the Manager with the

SEC on March 30, 2026.

“GAAP” means generally accepted accounting principles in effect in

the United States on the date such principles are applied.

“Governing Agreements” means, with

regard to any entity, the charter, articles of incorporation or certificate of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or

limited partnership, the certificate of formation and limited liability company agreement in the case of a limited liability company, the trust instrument in the case of a trust, or, in the case of any entity, any similar governing documents, and,

in each case as amended.

“Incentive Fee” has the meaning set forth in

Section 6(a) hereof.

“Indemnified Party” has the meaning set forth in

Section 8(b) hereof.

“Independent Director” means a member of the

Board who is “independent” in accordance with the Company’s Governing Agreements and the rules of the NYSE or such other securities exchange on which the shares of Common Stock are listed.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“Investment Guidelines” means the investment guidelines of the Company as may be amended, restated,

modified, supplemented or waived from time to time.

“IPO” means the Company’s initial

public offering of Common Stock.

“IPO Price” has the meaning set forth in

Section 6(a) hereof.

“Licensed Name” has the meaning set forth in

Section 15(a) hereof.

“Licensed Name Owner” has the meaning set forth in

Section 15(b) hereof.

“Licensee” means, individually and together, the

Company and the Operating Partnership in their capacities as licensees of the Licensed Name.

“Losses” has the meaning set forth in Section 8(a) hereof.

“Management Fee” has the meaning set forth in Section 6(a) hereof.

“Manager” means BX REIT Advisors L.L.C., a Delaware limited liability company.

“Manager Expenses” has the meaning set forth in Section 7(a) hereof.

“Manager Indemnified Party” has the meaning set forth in Section 8(a)

hereof.

“Manager Permitted Disclosure Parties” has the meaning set forth in

Section 5(a) hereof.

“Market Capitalization” has the meaning set forth

in Section 6(a) hereof.

“Non-Paired

Partnership Units” means common units of limited partnership interest in the Operating Partnership held by any Person other than the Company.

“NYSE” means the New York Stock Exchange.

“Operating Partnership” means BXDC Operating Partnership LP, a Delaware limited partnership.

“Organizational and Offering Expenses” has the meaning set forth in

Section 7(c) hereof.

“Other Blackstone Accounts” means, collectively,

investment funds, REITs, vehicles, accounts, products and/or other similar arrangements sponsored, advised, and/or managed by Blackstone or its Affiliates, whether currently in existence or subsequently established (in each case, including any

related successor funds, alternative vehicles, supplemental capital vehicles, surge funds, over-flow funds, co-investment vehicles and other entities formed in connection with Blackstone or its Affiliates side-by-side or additional general partner investments with respect thereto).

“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the

Operating Partnership, dated as of May 15, 2026, by and among the Company, as the general partner, BXDC GP LLC, a Delaware limited liability company, as the initial limited partner, and any limited partner that is admitted from time to time to the

Operating Partnership, as amended from time to time.

“Person” means any natural person,

corporation, partnership, association, limited liability company, estate, trust, joint venture, any federal, state, county or municipal government or any bureau, department or agency thereof or any other legal entity and any fiduciary acting in such

capacity on behalf of the foregoing.

“Portfolio Entity” means, individually and

collectively, any entity in which the Company, Blackstone or any Other Blackstone Account (as the context requires) owns, directly or indirectly, an equity interest or debt interest, including, as the context requires, portfolio companies, holding

companies, special purpose vehicles and other entities through which investments are held, including the issuers or borrowers thereof.

“Reference Period” has the meaning set forth in Section 6(a) hereof.

“Regulation FD” means Regulation FD as promulgated by the SEC.

“REIT” means a “real estate investment trust” as defined under the Code.

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

“Securities Act” means the Securities Act of 1933, as amended.

“Term” has the meaning set forth in Section 10(a) hereof.

“Termination Fee” means a termination fee equal to three (3) times the sum of (i) the

average annual Management Fee, and (ii) the average annual Incentive Fee, in each case earned by the Manager during the 24-month period ending on the last day of the calendar quarter prior to the calendar

quarter in which the applicable termination of this Agreement becomes effective.

“Total Number of

Directors” means the total number of directors comprising the Board.

“Treasury

Regulations” means the Procedures and Administration Regulation promulgated by the U.S. Department of Treasury under the Code, as amended.

“Total Shareholder Return” has the meaning set forth in Section 6(a)

hereof.

(b) As used herein, accounting terms relating to the Company not defined in Section 1(a) and accounting

terms partly defined in Section 1(a), to the extent not defined, shall have the respective meanings given to them under GAAP. As used herein, “calendar quarters” shall mean the periods from January 1 to

March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 of the applicable year.

shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the

singular and plural forms of such terms. The words include, includes and including shall be deemed to be followed by the phrase “without limitation.”

Section 2. Appointment and Duties of the Manager.

(a) The Company and the Operating Partnership hereby appoint the Manager to serve as their investment adviser on the terms and conditions set

forth in this Agreement, and the Manager hereby accepts such appointment. Except as otherwise provided in this Agreement, the Manager hereby agrees to use commercially reasonable efforts to perform the duties set forth herein; provided that

the Company reimburses the Manager for costs and expenses in accordance with Section 7 hereof. The appointment of the Manager shall be exclusive to the Manager, except to the extent that the Manager elects, in its sole and

absolute discretion, subject to the terms of this Agreement, to cause the duties or responsibilities of, or services to be provided by, the Manager as set forth herein to be undertaken or provided by third parties, which may include Portfolio

Entities.

(b) The Manager at all times shall be subject to the direction, oversight and supervision of the Board and shall have only such

functions and authority as the Board may delegate to it, including, without limitation, managing investments, day-to-day operations and other business and affairs of the

Company in accordance with the Company’s Investment Guidelines, policies, objectives and applicable limitations. The Company, the Operating Partnership and the Manager hereby acknowledge the recommendation by the Manager and the approval by

the Board of the Investment Guidelines. The parties hereto further acknowledge and agree that (i) the Independent Directors shall review and approve the Investment Guidelines, including any material updates thereto, on a periodic basis (and no

less than annually), and (ii) the Investment Guidelines may not be amended, restated, modified, supplemented or waived without the approval of a majority of the Board (which must include a majority of the Independent Directors).

(c) Subject to the terms and conditions set forth in this Agreement and the Investment Guidelines and to the direction, oversight and

supervision of the Board, and in accordance with the Governing Agreements of the Company and the Operating Partnership and the Conduct Policies, the Manager shall have plenary authority with respect to the management of the business and affairs of

the Company and will be responsible for implementing the investment strategy of the Company. The parties hereto acknowledge and agree that, notwithstanding the Board’s powers of direction, oversight and supervision described herein, the Board

shall not be required or expected to review or separately approve each proposed investment contemplated by this Agreement. The Manager shall perform (or shall cause to be performed by other service providers, which may include Portfolio Entities)

all appropriate services and activities relating to the business and affairs of the Company, which may include, without limitation:

(i) advising the Company with respect to all aspects of the Company’s investments, financing activities and operations,

including establishing and periodically reviewing the Company’s Investment Guidelines, policies, objectives and applicable limitations;

(ii) sourcing, evaluating and monitoring the Company’s investment

opportunities and effectuating the acquisition, management, financing and disposition of the Company’s assets;

(iii)

with respect to prospective acquisitions, purchases, sales, exchanges or other dispositions of investments, conducting negotiations on the Company’s behalf with sellers, purchasers and other counterparties and, if applicable, their respective

agents, advisors and representatives, and determining the structure and terms of such transactions;

(iv) providing the

Company with portfolio management and other related services;

(v) serving as the Company’s advisor with respect to

decisions regarding any of the Company’s financings, hedging activities or borrowings undertaken by the Company, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the

Company’s investment objectives, (2) advising the Company with respect to obtaining appropriate financing for its investments and (3) negotiating and entering into, on the Company’s behalf, financing arrangements (including one

or more credit facilities), repurchase agreements, interest rate or currency swap agreements, hedging arrangements, foreign exchange transactions, derivative transactions, and other agreements and instruments required or appropriate in connection

with the Company’s activities, in each case consistent with maintaining the Company’s qualification as a REIT and with the Investment Guidelines;

(vi) engaging and supervising, on the Company’s behalf and at the Company’s expense, independent contractors,

advisors, consultants, attorneys, accountants, auditors, and other service providers (which may include Affiliates of the Manager) that provide various services with respect to the Company, including, without limitation, investment banking,

securities brokerage, mortgage brokerage, loan servicing, credit analysis, risk management services, asset management services, loan servicing, other financial, legal or accounting services, due diligence services, underwriting review services,

administrative services, construction, special servicing, leasing, development, property oversight and other property management services, services related to group purchasing, healthcare, consulting/brokerage, capital markets/credit origination,

loan servicing, property, title and/or other types of insurance, management consulting and other similar operational matters, and all other services (including transfer agent and registrar services) as may be required relating to the Company’s

business activities, including its investments (or potential investments), and operations;

(vii) coordinating and managing

operations of any corporation, partnership, joint venture or other entity through which the Company’s investments are made, operated or financed or in which such entity invests, operates or obtains financing, and conducting all matters with

any such entity;

(viii) administering the day-to-day operations and performing and supervising the performance of such other administrative and other functions necessary to the management of the Company and its day-to-day operations as determined by the Manager, including, without limitation, the collection of revenues and the payment of the Company’s debts and obligations and maintenance of appropriate

computer services to perform such functions;

(ix) communicating on the Company’s behalf with the holders (or

potential holders) of debt or equity securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to develop and maintain effective relations with such holders

(or potential holders);

(x) advising the Company in connection with policy decisions to be made by the Board;

(xi) engaging one or more subadvisors with respect to the management of the Company, including, where appropriate, Affiliates

of the Manager;

(xii) advising the Company regarding the maintenance of the Company’s qualification as a REIT,

monitoring compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder and using reasonable best efforts to cause the Company to qualify for taxation as a REIT;

(xiii) advising the Company regarding the maintenance of the Company’s exclusion from regulation as an investment company

under the Investment Company Act, on monitoring compliance with the requirements for maintaining such exclusion and using reasonable best efforts to cause the Company to maintain such exclusion from regulation as an investment company under the

Investment Company Act;

(xiv) reporting to the Board regarding the Company’s activities and services performed for

the Company by the Manager and its Affiliates;

(xv) monitoring the operating performance of the Company’s

investments and providing periodic reports with respect thereto to the Board;

(xvi) investing and reinvesting any money

market instruments, cash or other cash equivalents and securities of the Company (including investing in short-term investments pending investment in other investments, payment of fees, costs and expenses, or payments of dividends or distributions

to the Company’s stockholders and partners);

(xvii) advising the Company as to the Company’s capital

structure, capital-raising activities and related strategies;

(xviii) causing the Company to retain a qualified independent public

accounting firm, legal counsel and other professional service providers, as applicable and appropriate, to assist in developing appropriate accounting procedures and systems, internal controls and other compliance procedures and systems with respect

to financial reporting obligations and compliance with the provisions of the Code applicable to REITs and to conduct periodic compliance reviews with respect thereto;

(xix) assisting the Company in qualifying to do business in all applicable jurisdictions and to obtain and maintain all

appropriate licenses and permits;

(xx) assisting the Company in complying with all federal, state, local and foreign legal

and regulatory rules and requirements (including contractual requirements) applicable to the Company (including but not limited to rules and requirements under or related to the Exchange Act, the Dodd Frank Wall Street Reform and Consumer Protection

Act of 2010, the Securities Act, the Sarbanes-Oxley Act of 2002 and the listing rules of the NYSE) in connection with the Company’s business activities and operations (including but not limited to the IPO and any other public or private and

debt or equity securities offerings, financial reporting and investment activities), including but not limited to preparing or causing to be prepared( all financial statements required under applicable regulations and contractual requirements and

all reports and documents, if any, required by any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any exchange on which the Company’s securities may be listed;

(xxi) assisting the Company in taking all necessary actions to enable the Company to make required tax filings and reports,

including soliciting stockholders for all information required to the extent relevant to the provisions of the Code and Treasury Regulations applicable to REITs;

(xxii) placing, or arranging for the placement of, all orders pursuant to the Manager’s investment determinations for the

Company either directly with the issuer or with a broker or dealer (including any affiliated broker or dealer);

(xxiii)

handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the

Company’s activities (other than with the Manager or its Affiliates), subject to such reasonable limitations or parameters as may be imposed from time to time by the Board;

(xxiv) using commercially reasonable efforts to cause expenses incurred by the Company or on the Company’s behalf to be

commercially reasonable or commercially customary and within any applicable budgeted parameters or expense guidelines;

(xxv) advising the Company with respect to and structuring long-term

financing vehicles for the Company’s assets, and offering and selling securities publicly or privately in connection with any such structured financing;

(xxvi) arranging marketing materials and other related documentation, advertising, industry group activities (such as

conference participations and industry organization memberships) and other promotional efforts designed to promote the Company’s business; and

(xxvii) performing, or causing to be performed, such other services from time to time in connection with the management of the

business and affairs of the Company, including its investment activities, as the Board shall reasonably request and/or the Manager shall deem appropriate under the particular circumstances.

(d) For the period and on the terms and conditions set forth in this Agreement, the Company, on behalf of itself and each of its subsidiaries

(including the Operating Partnership), hereby constitutes, appoints and authorizes the Manager, and any officer of the Manager acting on its behalf from time to time, as its true and lawful agent and attorney-in-fact, in its name, place and stead, to negotiate, execute, deliver and enter into any certificates, instruments, agreements, authorizations and other documentation on behalf of itself and each of

its subsidiaries (including the Operating Partnership) as the Manager, in its sole discretion, deems necessary or appropriate in connection with the performance of services rendered hereunder. This power of attorney is deemed to be coupled with an

interest. In performing or causing to be performed such services, as an agent of the Company, the Manager shall have the right to exercise all powers and authority which are reasonably necessary and customary to perform its obligations under this

Agreement, including the following powers, in each case subject to the terms and conditions of this Agreement and the Investment Guidelines and in accordance with the Governing Agreements of the Company:

(i) to purchase, exchange or otherwise acquire and to sell, exchange or otherwise dispose of, any investment in a public or

private sale or any other transaction structure;

(ii) to borrow and, for the purpose of securing the repayment thereof, to

pledge, mortgage or otherwise encumber investments and enter into agreements in connection therewith, including, without limitation, repurchase agreements, master repurchase agreements, International Swap Dealer Association swaps, caps and other

agreements and annexes thereto and other futures and forward agreements;

(iii) to purchase, take and hold

investments subject to mortgages or other liens or similar obligations;

(iv) to extend the time of payment of any liens or

encumbrances which may at any time be encumbrances upon any investment, irrespective of by whom the same were made;

(v) to

foreclose, to reduce the rate of interest on, and to negotiate, execute and/or consent to the modification and extension of the maturity or the modification or waiver of other terms of any investments, or to accept a deed in lieu of foreclosure;

(vi) to join in a voluntary partition of any investment;

(vii) to cause to be demolished any structures related to any real estate investment;

(viii) to cause renovations and capital improvements to be made related to any real estate investment;

(ix) to abandon any real estate investment deemed to be worthless or otherwise of insignificant value to, or subject to

liability of, the Company;

(x) to enter into joint ventures or otherwise establish and/or participate in any other

investment vehicles and take any and all actions deemed desirable and appropriate by the Manager in order to make, manage, finance and dispose of related investments;

(xi) to cause any investment to be leased, operated, developed, constructed, exploited or otherwise managed;

(xii) to obtain and maintain insurance in such amounts and against such risks as are prudent in accordance with customary and

sound business practices in or related to relevant geographic area or transaction;

(xiii) to cause any property to be

maintained in good state of repair and upkeep, and to pay any required or appropriate taxes, upkeep, repairs, carrying charges, maintenance and premiums for insurance;

(xiv) subject to and in accordance with Section 2(e), to use the personnel and resources of its

Affiliates in performing the services specified in this Agreement;

(xv) subject to and in accordance with

Section 2(e), to designate and engage all professionals, consultants and other service providers (including, without limitation, accountants, legal counsel and engineers) to perform services (directly or indirectly) on

behalf of the Company; and

(xvi) to take any and all other actions as are necessary or appropriate in connection with the

Company’s investments and the Company’s other business and affairs.

The Manager shall be authorized to represent to third

parties that it has the power to perform the actions which it is authorized to perform under this Agreement.

(e) The Manager may retain, for and on the Company’s behalf and at the Company’s

expense, such persons and firms to provide such services (including those referred to in Section 7(b) hereof) as the Manager deems necessary or advisable in connection with the management and operations of the Company,

which may include, for the avoidance of doubt, Portfolio Entities or Affiliates of the Manager; provided, that any such service may be provided by such Portfolio Entities or Affiliates only to the extent such service is on terms and

conditions no less favorable to the Company than could be obtained from unaffiliated third parties. In performing its duties under this Section 2, the Manager shall be entitled to rely reasonably on qualified experts and

professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by the Manager at the Company’s sole cost and expense.

(f) Unless approved by the Board, the Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in

material compliance with the Investment Guidelines, (ii) would materially and adversely affect the qualification of the Company as a REIT under the Code or the Company’s exclusion from regulation under the Investment Company Act, or

(iii) would materially violate the Conduct Policies, any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or of any exchange on which the Company’s securities may be listed or that would

otherwise not be permitted by the applicable Governing Agreements. In seeking Board approval for an action described in the preceding clauses (i) or (ii), or if the Manager is ordered to take any of the actions described in the preceding

sentence by the Board, the Manager shall notify the Board if it is the Manager’s judgment that such action would not materially comply with the Investment Guidelines, materially and adversely affect such qualification or exclusion or

materially violate any such law, rule or regulation, Conduct Policy or Governing Agreement, as applicable. Notwithstanding the foregoing, neither the Manager nor any of its Affiliates shall be liable to the Company, the Board, the stockholders or

partners of the Company or its subsidiaries for any act or omission by the Manager or any of its Affiliates, except as provided in Section 8 of this Agreement.

(g) The Board, in the name of and on behalf of the Company, agrees to take all actions reasonably required to permit and enable the Manager to

carry out its duties and obligations under this Agreement, including, without limitation, all steps reasonably necessary to allow the Manager to make any filing required to be made under the Securities Act, the Exchange Act, the NYSE listing rules,

the Code or other applicable law, rule or regulation on behalf of the Company in a timely manner. The Company further agrees to use commercially reasonable efforts to make available to the Manager all resources, information and materials reasonably

requested by the Manager to enable the Manager to satisfy its obligations hereunder, including any obligations to deliver financial statements and any other information or reports with respect to the Company.

(h) As frequently as the Manager may deem reasonably necessary or advisable, or at the direction of the Board, the Manager shall prepare, or

cause to be prepared, at the sole cost and expense of the Company, (i) reports and other information on the Company’s operations and (ii) other information relating to any proposed or consummated investment as may be reasonably

requested by the Board.

(i) The Manager shall prepare, or cause to be prepared, at the sole cost and expense of the Company, all periodic

reports and financial statements with respect to the Company reasonably required to be provided to the Board in order for the Company to comply with its Governing Agreements, or any other materials required to be filed with any governmental body or

agency, including but not limited to the SEC, and shall prepare, or cause to be prepared, at the sole cost and expense of the Company, all materials and data necessary to complete such reports and other materials, including, without limitation, an

annual audit of the Company’s financial statements by a nationally recognized independent accounting firm.

(j) The Manager shall prepare, or cause to be prepared, at the sole cost and expense of the

Company, regular reports for the Board to enable the Board to review the Company’s acquisitions, portfolio composition and characteristics, credit quality, performance, asset performance and compliance with the Investment Guidelines, and, if

applicable, any policies approved by the Board.

(k) Officers, employees and agents of the Manager and its Affiliates may serve as

directors, officers, employees, agents, nominees or signatories for the Company or any of its subsidiaries (including the Operating Partnership), to the extent permitted by their respective Governing Agreements and in accordance with any resolution

duly adopted by the Board. When executing documents or otherwise acting in any of the foregoing capacities for the Company or any of its subsidiaries, such Persons shall indicate in what capacity they are executing on behalf of the Company or any of

its subsidiaries. Without limiting the foregoing, while this Agreement is in effect, the Manager shall provide the Company with a management team, including a Chief Executive Officer, Chief Financial Officer and other officers, along with

appropriate support personnel, to provide the management services to be provided by the Manager to the Company hereunder, who shall devote such amount of their time to the management of the Company as necessary and appropriate, commensurate with the

level of activity of the Company.

(l) The Manager shall provide, or, at the sole cost and expense of the Company, cause to be provided,

such internal audit, compliance and control services as may be required for the Company to comply with applicable laws (including the Securities Act and the Exchange Act) and regulations (including SEC regulations), the rules and requirements of the

NYSE and as otherwise reasonably requested by the Board from time to time.

(m) The Manager agrees to be bound by the Conduct Policies to

the extent applicable to the Manager, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates (including

Blackstone) who are involved in the business and affairs of the Company, to be bound by the Conduct Policies to the extent applicable to such Persons.

Section 3. Additional Activities of the Manager; Allocation of Investment Opportunities;

Non-Solicitation; Restrictions.

(a) Nothing in this Agreement shall (i) prevent the

Manager or any of its Affiliates, officers, directors or employees, including members of the Company’s investment committee, from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not

the investment objectives or policies of any such other Person or entity are similar to those of the Company (or such other Person or entity pursues similar returns as the Company but has a different investment strategy or objective), including,

without limitation, the sponsoring, closing and/or managing of any Other Blackstone Accounts that employ investment objectives or strategies that overlap, in whole or in part, with the Investment Guidelines, (ii) in any way bind or restrict the

officers, directors, members, managers or employees

of the Manager or its Affiliates from buying, selling or trading any securities or commodities or making personal investments for their own accounts or for the account of others for whom the

Manager or any of its Affiliates, officers, directors, members, managers or employees may be acting (subject, in each case, to restrictions and reporting requirements as may be required by law and Blackstone policies, or otherwise determined from

time to time by the Manager), (iii) prevent the Manager or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 3(a)

which shall be for the sole benefit of the Manager (and/or its Affiliates, officers, director or employees). While information and recommendations supplied to the Company shall, in the Manager’s reasonable and good faith judgment, be

appropriate under the circumstances and in light of the investment objectives and policies of the Company (including the Investment Guidelines), such information and recommendations may be different in certain material respects from the information

and recommendations supplied by the Manager or any Affiliate of the Manager to others (including, for greater certainty, Other Blackstone Accounts and their investors, as described more fully in Section 3(c)).

(b) The Manager and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) the Manager

and its Affiliates sponsor, advise and/or manage one or more Other Blackstone Accounts and may in the future sponsor, advise and/or manage additional Other Blackstone Accounts (including as described in the Form ADV), and (ii) to the extent an

investment is determined by Blackstone to satisfy the investment objectives of the Company and one or more of such Other Blackstone Accounts, Blackstone (and the particular investment professionals overseeing allocation with respect to the Company

and such Other Blackstone Accounts) shall determine the relative allocation of such opportunity among the Company and such Other Blackstone Accounts on a fair and reasonable basis in their sole discretion and in accordance with Blackstone’s

prevailing policies and procedures with respect to conflicts resolution among Other Blackstone Accounts generally; provided that, for 24 months following the Effective Date, the Company shall have priority over Other Blackstone Accounts with

respect to acquisitions of all yield-oriented, stabilized, long-duration turnkey data center equity investments sourced by the Manager and its Affiliates.

(c) In connection with the services of the Manager hereunder, the Company and the Board acknowledge and/or agree that (i) as part of

Blackstone’s regular businesses, personnel of the Manager and its Affiliates, including the Company’s investment committee, may from time to time work on other projects, serve on other committees (including boards of directors), source

potential investments or otherwise assist the investment programs of Other Blackstone Accounts and their Portfolio Entities, including other investment programs to be developed in the future, and that conflicts may arise with respect to the

allocation of personnel between the Company and one or more Other Blackstone Accounts and/or the Manager and such other Affiliates, (ii) there may be circumstances where investments that are consistent with the Investment Guidelines may

be shared with or allocated to one or more Other Blackstone Accounts (in lieu of the Company) in accordance with Blackstone’s prevailing policies and procedures with respect to conflicts resolution among Other Blackstone Accounts generally,

(iii) Other Blackstone Accounts may invest, from time to time, in investments in which the Company may also invest (including at a different level of an issuer’s capital structure (e.g., an investment by an Other Blackstone Account

in an equity or mezzanine interest with respect to the same Portfolio Entity in which the Company owns a debt interest or vice versa) or in a different tranche of debt or equity with respect to an

issuer in which the Company has an interest), and while the Manager shall take such actions as it determines in good faith may be necessary or appropriate to mitigate any such conflicts of

interest in a fair and reasonable manner in accordance with Blackstone’s prevailing policies and procedures with respect to conflicts resolution among Other Blackstone Accounts generally, such transactions shall not be required to be presented

to the Board for approval (unless otherwise required by the Investment Guidelines), and there can be no assurance that any such conflicts will be resolved in favor of the Company, (iv) the Manager and its Affiliates may from time to time

receive fees from Portfolio Entities or other issuers for the arranging, underwriting, syndication or refinancing of investments or other additional fees, including acquisition fees, loan servicing fees, special servicing fees, administrative fees,

and advisory or asset management fees, including with respect to Other Blackstone Accounts and related Portfolio Entities, and while such fees may give rise to conflicts of interest, the Company shall not receive the benefit of any such fees, and

(v) the terms and conditions of the Governing Agreements of Other Blackstone Accounts (including with respect to the economic, reporting, and other rights afforded to investors in Other Blackstone Accounts) are materially different from the

terms and conditions applicable to the Company and its stockholders, and neither the Company nor any of its stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in Other

Blackstone Accounts as a result of an investment in the Company or otherwise.

(d) The Manager is not permitted to consummate, on the

Company’s behalf, any transaction that involves (i) the sale of any investment to, or (ii) the acquisition of any investment from, Blackstone, any Other Blackstone Account, any controlled Portfolio Entity, or any of their respective

Affiliates, as determined by the Manager in its good faith discretion, unless such transaction is approved by a majority of the Independent Directors as being on terms and conditions no less favorable to the Company than could be obtained from

unaffiliated third parties. Additionally, the Manager may present other matters to the Independent Directors for review and approval, including with respect to matters required by Section 206(3) of the Advisers Act and certain other situations

involving actual and material conflicts of interest, in each case as determined by the Manager in its good faith discretion.

(e) In the

event of a termination of this Agreement by the Company pursuant to Section 10(b)(i) hereof, for two (2) years after such termination of this Agreement, the Company (including any replacement manager) shall not,

without the consent of the Manager, employ or otherwise retain any employee of the Manager or any of its Affiliates or any person who has been employed by the Manager or any of its Affiliates at any time within the

two-year period immediately preceding the date on which such person commences employment with or is otherwise retained by the Company. The Company acknowledges and agrees that, in addition to any damages, the

Manager may be entitled to equitable relief for any violation of this Section 3(e) by the Company, including, without limitation, injunctive relief.

(f) The Manager shall, together with the Independent Directors, periodically review Blackstone’s prevailing policies and procedures with

respect to conflicts resolution among Other Blackstone Accounts generally and respond to reasonable questions regarding such policies and procedures as it relates to services under this Agreement. The Manager shall promptly provide the Independent

Directors with a description of any material amendments, updates and revisions to such policies and procedures and shall keep the Independent Directors reasonably informed with respect to transactions involving the Company and Blackstone or its

Affiliates (including the Manager).

Section 4. Bank Accounts.

The Manager may establish and maintain one or more bank accounts in the name of the Company or any of its subsidiaries (including the

Operating Partnership) and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or any of its subsidiaries (including the Operating Partnership) consistent with

the Manager’s authority under this Agreement; provided that no funds shall be commingled with the funds of the Manager, and the Manager shall from time to time render to the Board, its audit committee and/or the auditors of the Company,

upon request by the Board, its audit committee or the auditors of the Company, as applicable, appropriate accountings of such collections and payments.

Section 5. Records; Confidentiality.

The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of

account, records and files shall be accessible for inspection by representatives of the Company at any time during normal business hours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and

safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service

providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all non-public information, written or oral, obtained

by it in connection with the services rendered hereunder (collectively, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose

Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose

of rendering services hereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in

the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company (including, if

required by law, any filings made by Blackstone as a result of its status as a public company) or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (iv) to governmental officials having jurisdiction over

the Company, (v) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, (vi) to existing or prospective investors in Other Blackstone Accounts and their advisors to the

extent such persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and nonuse, or (vii) otherwise with the consent of the Company. The Manager agrees to

inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon

the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of

any remedy hereunder, or (iv) to its legal

counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager shall provide

the Company with written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at the Company’s sole expense, an appropriate protective order and/or waive the Manager’s compliance with

the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is

legally required without liability hereunder; provided that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded to such information. Notwithstanding anything

herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (1) is available to the public from a source other than the Manager, (2) is released by the Company to

the public (except to the extent exempt under Regulation FD) or to persons who are not under a similar obligation of confidentiality to the Company, or (3) is obtained by the Manager from a third-party which, to the best of the Manager’s

knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier

termination of this Agreement for a period of one year.

Section 6. Compensation.

(a) For the services rendered under this Agreement, the Operating Partnership shall pay the Management Fee and the Incentive Fee to the

Manager. The Manager shall not receive any compensation for any period prior to the Effective Date, provided that the foregoing shall not limit Manager’s right to reimbursement for Organizational and Offering Expenses as described in

Section 7(c).

For purposes of this Agreement:

(i) “Incentive Fee” means the incentive fee calculated and payable quarterly in arrears in cash equal

to 0.25% per annum of Market Capitalization for each calendar quarter with respect to which (a) Total Shareholder Return is 8.0% or higher for the applicable Reference Period and (b) the Daily VWAP of Common Stock for the 90-day period prior to the

last trading day of such calendar quarter exceeds the public offering price per share in the IPO (the “IPO Price”). For any calendar quarter with respect to which either or both of the conditions in the foregoing clause (a)

or (b) is not satisfied, no Incentive Fee shall be payable. The Incentive Fee shall be pro rated for partial periods, to the extent necessary, as provided in Section 6(d) hereof;

(ii) “Management Fee” means the management fee measured and payable quarterly in arrears in cash

equal to:

(A)

1.00% per annum of Market Capitalization (up to a total Market Capitalization of $25 billion); plus

(B)

0.90% per annum of the excess, if any, of Market Capitalization over $25 billion (up to a total Market

Capitalization of $50 billion); plus

(C)

0.80% per annum of the excess, if any, of Market Capitalization over $50 billion (up to a total Market

Capitalization of $75 billion); plus

(D)

0.70% per annum of the excess, if any, of Market Capitalization over $75 billion,

in each case measured as of the last trading day of the applicable calendar quarter. The Management Fee shall be pro rated for partial

periods, to the extent necessary, as provided in Section 6(c) hereof;

(iii) “Market Capitalization” means, for any

calendar quarter, the average of the Daily VWAP of Common Stock on each trading day during such calendar quarter multiplied by the weighted average number of shares of Common Stock outstanding during such calendar quarter; provided that, to

the extent any Non-Paired Partnership Units are outstanding on any trading day during such calendar quarter, then, for purposes of calculating Market Capitalization, the number of shares of Common Stock

outstanding on such trading day shall be adjusted to include the number of shares of Common Stock issuable upon exchange of such Non-Paired Partnership Units in accordance with Section 15.1 of the

Partnership Agreement;

(iv) “Reference Period” means, for any calendar quarter (i) prior to

the first anniversary of the Effective Date, the period beginning on the Effective Date and ending on the last day of the applicable calendar quarter, and (ii) following the first anniversary of the Effective Date, the 12-month period ending on the last day of the applicable calendar quarter; and

(v)

“Total Shareholder Return” means, for any calendar quarter, (i) the sum of (a) the increase in the trading price per share of Common Stock over the Reference Period, plus (b) the total of all cash and in-kind dividends declared on one share of Common Stock for which the ex-dividend date falls within the Reference Period, divided by (ii) the trading price per share of

Common Stock on the first day of the Reference Period.

For purposes of calculating the Total Shareholder Return, the term

“trading price” in the preceding sentence on a given date shall mean the Daily VWAP for the 90-day period prior to such date; provided that, prior to the first anniversary of the Effective

Date, (x) the term “trading price” with respect to the first day of the first Reference Period shall mean the IPO Price, and (y) Total Shareholder Return shall be calculated on an annualized basis for purposes of determining

any Incentive Fee payable to the Manager.

For purposes of calculating the Incentive Fee, Total Shareholder Return will be

rounded to the nearest 0.01%, and the IPO Price and Total Shareholder Return will be appropriately adjusted to reflect any stock splits, reverse stock splits, stock dividends and any similar transactions or events occurring during the applicable

period.

(b) The parties hereto acknowledge that the Management Fee is intended in part to compensate the Manager and its Affiliates for

the costs and expenses they will incur hereunder and pursuant to any subadvisory agreement hereto, as well as certain expenses not otherwise reimbursable under Section 7 below, in order for the Manager to provide the

Company the investment advisory services and certain general management services rendered under this Agreement. Any fees paid by the Manager under any subadvisory agreement hereto shall not constitute an expense reimbursable by the Company under

this Agreement or otherwise.

the Management Fee shall be payable quarterly in arrears in cash. If applicable, the initial installment of the Management Fee shall be pro-rated based on the number of days between such six-month anniversary and the last day of the applicable calendar quarter, and the final installment of the Management Fee shall be pro-rated based on the number of

days between the first day of the applicable calendar quarter and the last day this Agreement is effective (the “Termination Date”).

(d) Beginning on the six-month anniversary of the

Effective Date, the Incentive Fee shall be payable quarterly in arrears in cash. If applicable, the initial installment of the Incentive Fee shall be pro-rated based on the number of days between such six-month anniversary and the last day of the applicable calendar quarter, and the final installment of the Incentive Fee shall be calculated as though the final Reference Period ended on the Termination Date and

pro-rated based on the number of days between the first day of the calendar quarter in which the Termination Date occurs and the Termination Date itself.

(e) The Manager shall calculate each installment of the Management Fee and the Incentive Fee within thirty (30) days after the end of the

calendar quarter with respect to which such installment is payable, and the Operating Partnership shall promptly pay the same to the Manager. Such calculations shall be provided to the audit committee of the Board no later than the next quarterly

meeting.

Section 7. Expenses of the Company.

(a) Subject to Section 2(e) and Section 7(b), the Manager shall be responsible for the

expenses related to any and all personnel of the Manager and its Affiliates who provide services to the Company pursuant to this Agreement or otherwise (including, without limitation, each of the officers of the Company and any directors of the

Company who are also directors, officers or employees of the Manager or any of its Affiliates), including, without limitation, salaries, bonuses and other wages, payroll taxes, costs of employee benefit plans of such personnel, and costs of

insurance with respect to such personnel (collectively, “Manager Expenses”).

(b) In addition to the

compensation paid to the Manager pursuant to Section 6 hereof, the Company shall pay all of its costs and expenses and shall reimburse the Manager or its Affiliates for costs and expenses incurred by the Manager and its

Affiliates on behalf of the Company, other than Manager Expenses. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company are not Manager Expenses and shall be paid by the

Company and shall not be paid by the Manager or Affiliates of the Manager:

(i) Organizational and Offering Expenses in

accordance with Section 7(c);

(ii) fees, costs and expenses in connection with or incidental to

the acquisition, negotiation, structuring, trading, settling, disposition and financing of actual or potential investments of the Company (whether or not consummated), including brokerage commissions, hedging costs, forfeited deposits, appraisal,

reporting, audit, legal and other similar fees, and any other amounts actually incurred in connection with or incidental to pursuing, making, holding, settling, monitoring and/or disposing of actual or potential investments;

(iii) the actual cost of goods and services used by the Company, including fees paid to administrators, consultants, attorneys,

technology providers and other services providers, and brokerage fees paid;

(iv) fees, costs and expenses of legal, tax, accounting, consulting,

auditing (including the Company’s internal audit function), finance, administrative, investment banking, capital markets, transfer agency, escrow agency, custody, prime brokerage, asset management, property management, data or technology

services and other non-investment advisory and other similar services rendered to the Company, whether by a third party, a Portfolio Entity or an Affiliate of the Manager;

(v) expenses of managing and operating the Company’s properties and other investments;

(vi) the compensation and expenses of the Company’s directors (excluding compensation of those directors who are

directors, officers or employees of the Manager or one or more of its Affiliates) and the cost of liability insurance to indemnify the Company’s directors and officers;

(vii) interest and fees and expenses arising out of borrowings made by the Company, including, but not limited to, costs

associated with the establishment and maintenance of any credit facilities, other financing arrangements, other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs), or any securities

offerings;

(viii) expenses incurred in connection with communications to holders of the securities of the Company and

other work necessary to develop and maintain relations with holders of such securities and comply with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and

filing required reports with the SEC and investor materials, and the costs payable by the Company to any transfer agent and registrar;

(ix) expenses incurred in connection with the listing and/or trading of the Company’s securities on any exchange, fees

payable by the Company to any such exchange in connection with the listing of securities of the Company, and costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any

meeting of the Company’s stockholders and any other reports or related statements;

(x) the Company’s allocable

share of costs associated with technology-related expenses, including without limitation, any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors or Affiliates of the Manager,

technology service providers and related software/hardware utilized in connection with the Company’s investment and operational activities;

(xi) the Company’s allocable share of costs and expenses incurred with respect to market information systems and

publications, research publications and materials, including, without limitation, news research and quotation equipment and services;

(xii) expenses relating to compliance-related matters and regulatory filings

relating to the Company’s activities, including, without limitation, expenses relating to the preparation and filing of Form PF, Form ADV, and any other reports, disclosures, and/or other regulatory filings of the Manager and its Affiliates

relating to the Company’s activities (including the Company’s pro rata share of the costs of the Manager and its Affiliates of regulatory expenses that relate to the Company and Other Blackstone Accounts);

(xiii) the Company’s allocable share of expenses incurred by managers, officers, personnel and agents of the Manager for

travel on the Company’s behalf and other out-of-pocket expenses incurred by them in connection with the purchase, financing, refinancing, sale or other disposition

of an investment, the establishment and maintenance of any of the Company’s securitizations or other financings, any of the Company’s securities offerings and the development and maintenance of effective relations with holders (or

potential holders) of debt or equity securities of the Company;

(xiv) the costs of any litigation involving the Company or

its assets and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance and indemnification or extraordinary expense or liability relating to the Company’s affairs;

(xv) all taxes and license and/or permit fees;

(xvi) all insurance costs incurred in connection with the operation of the Company’s business except for the costs

attributable to the insurance that the Manager elects to carry for itself and its personnel;

(xvii) expenses of managing,

improving, developing, operating and selling the Company’s investments and all other costs and expenses relating to the Company’s business and investment operations;

(xviii) expenses in connection with the payments of interest, dividends or distributions in cash or any other form authorized

or caused to be made by the Board to or on account of holders of the securities of the Company, including, without limitation, in connection with any dividend reinvestment plan;

(xix) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the

Company, or against any trustee, director, partner, member or officer of the Company in his or her capacity as such for which the Company is required to indemnify such trustee, director, partner, member or officer by any court or governmental

agency;

(xx) expenses incurred in connection with the formation, organization and continuation of any corporation,

partnership, joint venture or other entity through which the Company’s investments are made, operated or financed or in which any such entity invests, operates or obtains financing;

(xxi) expenses incurred related to industry association memberships or

attending industry conferences on the Company’s behalf; and

(xxii) all other expenses actually incurred by the

Manager (except as otherwise described above) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.

(c) The Manager hereby agrees to advance, on the Company’s behalf, all of the costs and expenses incurred by the Company through the

first anniversary of the Effective Date associated with the Company’s organization, the IPO and any other offering of securities by the Company, including, without limitation, legal, accounting, printing, mailing, processing and filing fees

and expenses, due diligence expenses of participating underwriters supported by detailed and itemized invoices, costs in connection with preparing investor materials (including costs related to any “road show” or “testing-the-waters” presentation), design and website expenses, costs and expenses related or incidental to the registration and listing of the Company’s

Common Stock (including transfer agent, registrar and stock exchange costs and expenses), reimbursements for customary travel, lodging, entertainment and meals and all other similar organizational and offering costs and expenses (collectively,

“Organizational and Offering Expenses”). As of the Effective Date, the Company shall be obligated to reimburse the Manager for all such advanced Organizational and Offering Expenses ratably on a quarterly basis over the 20

quarters following the quarter in which the first anniversary of the Effective Date occurs. For the avoidance of doubt, no underwriting discounts or commissions payable in connection with the IPO or any other offering of securities by the Company

will be considered Organizational and Offering Expenses.

(d) The Manager may, at its option, elect not to seek reimbursement for certain

expenses during a given period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.

(e) Any reimbursement payments owed by the Company to the Manager may be offset by the Manager against amounts due to the Company from the

Manager. Cost and expense reimbursements to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company’s financial statements.

(f) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement to the

extent such expenses have previously been incurred or are incurred in connection with such expiration or termination.

Section 8. Limits of the Manager’s Responsibility; Indemnification

(a) The Manager assumes no responsibility under this Agreement other than to render the services contemplated hereunder in good faith and

shall not be responsible for any action of the Board in following or declining to follow any advice or recommendations of the Manager, including as set forth in the Investment Guidelines. To the fullest extent permitted by law, the Manager and its

Affiliates, and the directors, officers, employees and stockholders of the Manager and its Affiliates, shall not be liable to the Company, any of its subsidiaries, the Board, the Company’s stockholders, or any subsidiary of the Company’s

stockholders or partners for any acts or omissions by the Manager or its officers, employees or Affiliates performed in accordance with and pursuant to this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct,

gross negligence or reckless disregard of their respective duties under this Agreement. The Company shall, to the fullest extent permitted by law, indemnify and hold harmless the Manager, its Affiliates, and the directors, officers, employees and

stockholders of the Manager and its Affiliates (each, a “Manager Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including

reasonable attorneys’ fees) (collectively, “Losses”) in respect of or arising from any acts or omissions of such Manager Indemnified Party performed in good faith under this Agreement and not constituting bad faith,

willful misconduct, gross negligence or reckless disregard of duties of such Manager Indemnified Party under this Agreement. In addition, the Manager shall not be liable for trade errors that may result from ordinary negligence, including, without

limitation, errors in the investment decision making process and/or in the trade process.

(b) The Manager shall, to the fullest extent

permitted by law, indemnify and hold harmless the Company, each of its subsidiaries, the directors, officers, employees, stockholders and partners of the Company and each of its subsidiaries, as

applicable, and each Person, if any, controlling the Company (each, a “Company Indemnified Party”; a Manager Indemnified Party and a Company Indemnified Party are each sometimes hereinafter referred to as an

“Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of the Manager constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of

the Manager under this Agreement or (ii) any claims by the Manager’s employees relating to the terms and conditions of their employment by the Manager.

respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party, which notice shall include all documents and information in the

possession of or under the control of such Indemnified Party reasonably necessary for the evaluation and/or defense of such Claim and shall specifically state that indemnification for such Claim is being sought under this

Section 8; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not limit or affect such Indemnified Party’s rights other than pursuant to this

Section 8 unless the failure to provide such notice results in material prejudice to the indemnifying party. Subject to any applicable insurance policy’s terms and conditions, upon receipt of such notice of a Claim

(together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party, which counsel

may, without limiting the rights of such Indemnified Party pursuant to the next succeeding sentence, also represent the indemnifying party in such investigation, action or proceeding. In the alternative, such Indemnified Party may elect to conduct

the defense of the Claim if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such

defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of a Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such

Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party; provided

that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such

Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to

such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying

party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 8

to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately

preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 8.

(d) Any Indemnified Party entitled to indemnification hereunder shall first seek recovery from any other indemnity then available with respect

to Portfolio Entities and/or any applicable insurance policies by which such Indemnified Party is indemnified or covered prior to seeking recovery hereunder and shall obtain the written consent of the Company or the Manager (as applicable) prior to

entering into any compromise or settlement which would result in an obligation of the Company or the Manager (as applicable) to indemnify such Indemnified Party. If such Indemnified Party shall actually recover any amounts under any applicable

insurance policies or other indemnity then available, it shall offset the net proceeds so received against any amounts owed by the Company or the Manager (as applicable) by reason of the indemnity provided hereunder or, if all such amounts shall

have been paid by the Company or the Manager (as applicable) in full prior to the actual receipt of such net insurance proceeds, it shall pay over such proceeds (up to the amount of indemnification paid by the Company or the Manager (as applicable)

to such Indemnified Party) to the Company or the Manager (as applicable). If the amounts in respect of which indemnification is sought arise out of the conduct of the business and affairs of the Company or the Manager and also of any other Person or

entity for which the Indemnified Party hereunder was then acting in a similar capacity, the amount of the indemnification to be provided by the Company or the Manager (as applicable) may be limited to the Company’s or the Manager’s (as

applicable) allocable share thereof if so determined by the Company or the Manager (as applicable) in good faith. Notwithstanding anything to the contrary in this Section 8 and for greater certainty it is understood and/or

agreed that, to the extent that an Indemnified Party is also entitled to be indemnified by one or more Portfolio Entities, it is intended that (i) such Portfolio Entities shall be the indemnitors of first resort, (ii) the Company’s

or the Manager’s (as applicable) obligation, if any, to indemnify any Indemnified Party shall be reduced by any amount that such Indemnified Party shall collect as indemnification from such entity and from any then available insurance

policies, which the Indemnified Party shall have an obligation to seek payment from prior to seeking payment from the Company or the Manager in respect of such Claims, and (iii) if the Company or the Manager pays or causes to be paid any

amounts that should have been paid by such Portfolio Entity or under such insurance policies, then (x) the Company or the Manager (as applicable) shall be fully subrogated to all rights of the relevant Indemnified Party with respect to such

payment, and (y) each relevant Indemnified Party shall assign to the Company or the Manager (as applicable) all of the Indemnified Party’s rights to indemnification from or with respect to such entity’s indemnification.

(e) The provisions of this Section 8 shall survive the expiration

or earlier termination of this Agreement.

Section 9. No Joint Venture. The Company and the Manager are not

partners or joint venturers with each other and nothing herein shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

Section 10. Term; Renewal; Termination.

(a) Term and Renewal. This Agreement shall become effective on the Effective Date and shall continue in operation, unless terminated in

accordance with the terms hereof, for an initial term ending on the first anniversary of the Effective Date, on which date, and on each subsequent anniversary of the Effective Date, this Agreement shall be deemed renewed automatically for an

additional one-year term (each of the initial term or any automatic renewal term, a “Term”) unless the Company or the Manager elects not to renew this Agreement in accordance with

Section 10(b)(i) or Section 10(c)(i), respectively, or this Agreement is otherwise terminated.

(b) Termination by the Company.

(i) Notwithstanding any other provision of this Agreement to the contrary, no later than one hundred eighty (180) days

prior to the expiration of any Term, the Company, upon the affirmative vote of at least two-thirds (2/3) of the Independent Directors that the Manager’s long-term performance has been materially

detrimental to the Company and its subsidiaries, taken as a whole, may, by providing written notice to the Manager, elect not to renew and thereby terminate this Agreement effective on the last day of such Term. In the event of a termination

pursuant to this Section 10(b)(i), the Company shall pay the Manager the Termination Fee on or prior to the date such termination becomes effective.

(ii) Additionally, the Company may terminate this Agreement effective upon thirty (30) days’ prior written notice of

termination from the Company to the Manager, without payment of any Termination Fee, upon the occurrence of a Cause Event. For the avoidance of doubt, the Company may terminate this Agreement pursuant to this

Section 10(b)(ii) even after delivering a notice pursuant to Section 10(b)(i), in which case no Termination Fee shall be payable.

(iii) The parties hereto acknowledge and agree that the Independent Directors shall review the Manager’s performance on a

periodic basis (and no less than annually), including in connection with each prospective renewal of this Agreement.

by the Manager.

(i) Notwithstanding any other provision of this Agreement to the contrary, no later than one hundred

eighty (180) days prior to the expiration of any Term, the Manager may, by delivering a written notice to the Company, elect not to renew and thereby terminate this Agreement, and this Agreement shall terminate effective on the last day of such

Term. The Company shall not be required to pay to the Manager any Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c)(i).

(ii) Additionally, the Manager may terminate this Agreement effective upon

sixty (60) days’ prior written notice to the Company in the event that the Company defaults in the performance or observance of any material term, condition or covenant contained in this Agreement and such default continues for a period

of thirty (30) days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period. The Company shall be required to pay to the Manager the Termination

Fee before or on the date such termination becomes effective if the Manager terminates this Agreement pursuant to this Section 10(c)(ii).

(iii) The Manager may also terminate this Agreement if the Company or the Operating Partnership becomes required to register as

an investment company under the Investment Company Act, with such termination deemed to occur immediately before such event, in which case the Company or the Operating Partnership shall not be required to pay any Termination Fee.

(d) Except as set forth in this Section 10, a termination of this Agreement upon an election not to renew pursuant

to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(b), Section 5,

Section 7, Section 8 and Section 14 of this Agreement.

(e)

The Manager shall use commercially reasonable efforts to cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.

Section 11. Assignments.

(a) Assignments by the Manager. This Agreement shall terminate automatically without payment of the Termination Fee in the event of its

assignment, in whole or in part, by the Manager, unless such assignment is consented to in writing by the Company with the consent of a majority of the Independent Directors. Any such permitted assignment shall bind the assignee under this Agreement

in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this

Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, without the approval of the Independent Directors, (i) assign this Agreement to one or more Affiliates of the Manager and (ii) delegate to one

or more of its Affiliates, including subadvisors where applicable, the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance, in each case so long as such assignment or

delegation does not require the Company’s approval under applicable law (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any

pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

(b) Assignments by the Company or Operating Partnership. This Agreement shall not be

assigned by the Company or Operating Partnership without the prior written consent of the Manager, except in the case of assignment by the Company or the Operating Partnership to another REIT or other organization which is a successor (by merger,

consolidation, purchase of assets, or other transaction) to the Company or the Operating Partnership, as applicable, in which case such successor organization shall be bound under this Agreement and by the terms of such assignment in the same manner

as the Company and the Operating Partnership are bound under this Agreement.

Section 12. Action Upon

Termination.

(a) From and after the effective date of termination of this Agreement pursuant to Section 10

or Section 11 of this Agreement, the Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accruing to the date of termination and, if terminated pursuant to

Section 10(c)(ii) hereof or not renewed pursuant to Section 10(b)(i) hereof, the Termination Fee. Upon any such termination, the Manager shall forthwith:

(i) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the

Company all money collected and held for the account of the Company pursuant to this Agreement;

(ii) deliver to the Board

a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board with respect to the Company; and

(iii) deliver to the Board all property and documents of the Company then in the custody of the Manager; provided that

the Manager shall be permitted to retain copies of such documents for its records, and if so retained, the Manager shall continue to be bound by the confidentiality obligations and other obligations set forth in Section 5

hereof with respect to the retained documents.

Section 13. Release of Money or Other Property Upon Written

Request.

The Manager agrees that any money or other property of the Company (which such term, for the avoidance of doubt, shall be

deemed, for the purposes of this Section 13, to include the Operating Partnership and any and all of the Company’s other subsidiaries) held by the Manager shall be held by the Manager as custodian for the Company, and

the Manager’s records shall be appropriately and clearly marked to reflect the ownership of such money or other property by the Company. Upon the receipt by the Manager of a written request signed by a duly authorized officer of the Company

requesting the Manager to release to the Company any money or other property then held by the Manager for the account of the Company under this Agreement, the Manager shall release such money or other property to the Company within a reasonable

period of time, but in no event later than thirty (30) days following such request. Upon delivery of such money or other property to the Company, the Manager shall not be liable to the Company, the Board, or the Company’s stockholders or

partners for any acts or omissions by the Company in

connection with the money or other property released to the Company in accordance with this Section 13. The Company shall indemnify the Manager, its directors, officers,

stockholders, employees and agents against any and all Losses which arise in connection with the Manager’s proper release of such money or other property to the Company in accordance with the terms of this Section 13.

Indemnification pursuant to this provision shall be in addition to any right of the Manager to indemnification under Section 8 of this Agreement.

Section 14. Board Rights.

(a) Following the Effective Date, and for so long as this Agreement remains in effect, the Manager shall have the right, but not the

obligation, to designate, and the individuals nominated for election as directors by or at the direction of the Board or a duly-authorized committee thereof shall include, up to three (3) Blackstone Designees.

(b) If at any time the Manager has designated fewer than the total number of individuals that the Manager is entitled to designate pursuant to

Section 14(a), the Manager shall have the right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the

direction of the Board or any duly-authorized committee thereof for election as directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (i) effect the election of such additional

designees, whether by increasing the size of the Board or otherwise, and (ii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the

Manager shall actually designate pursuant to this Section 14 and who is thereafter elected and qualifies to serve as a director shall be referred to herein as a “Blackstone Designee.”

(c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any Blackstone

Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by, a

new designee of the Manager, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same.

(d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of

stockholders called for the purpose of electing directors (or consent in lieu of meeting), the persons designated pursuant to this Section 14 and use its best efforts to cause the election of each such designee to the

Board, including nominating each such individual to be elected as a director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Blackstone Designee shall fail

to be elected to the Board at any meeting of stockholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its best efforts to cause such Blackstone Designee (or a new designee of the Manager) to be

elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation,

actions to effect an increase in the Total Number of Directors (subject to the terms of this Agreement and the Governing Agreements of the Company).

(e) In addition to any vote or consent of the Board or the stockholders of the Company

required by applicable law or the Governing Agreements of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of

Directors (subject to the rights of any class or series of preferred stock of the Company) or to remove a Blackstone Designee from the Board shall require the prior written consent of the Manager.

Section 15. License.

(a) Subject to the terms and conditions herein, the Manager, on behalf of the Licensed Name Owner, hereby grants to Licensee, and Licensee

hereby accepts from the Manager, a fully paid-up, royalty-free, non-exclusive, non-transferable, worldwide license to use

“Blackstone” (the “Licensed Name”) during the term of this Agreement, solely (i) in connection with the conduct of Licensee’s business and (ii) as part of the trademark, corporate name or trade

name “Blackstone Digital Infrastructure Trust”, “Blackstone Digital Infrastructure Trust Inc.” or “BXDC”. Licensee shall have no right to use the Licensed Name standing alone or to use any modification,

stylization or derivative of the Licensed Name without prior written consent of the Manager in its sole discretion. All rights not expressly granted to Licensee pursuant to this Section 15 shall remain the exclusive

property of the Licensed Name Owner. Nothing in this Section 15 shall preclude the Manager, its Affiliates, or any of its respective successors or assigns from using or permitting other entities to use the Licensed Name

whether or not such entity directly or indirectly competes or conflicts with Licensee’s business in any manner.

(b) Licensee

acknowledges and agrees that, as between the parties hereto, an Affiliate of the Manager (the “Licensed Name Owner”) is the sole owner of all right, title and interest in and to the Licensed Name. Licensee agrees not to do

anything inconsistent with such ownership, including directly or indirectly challenging, contesting or otherwise disputing the validity or enforceability of, or the Licensed Name Owner’s ownership of or right, title or interest in, the

Licensed Name (and the associated goodwill), including without limitation, arising out of or relating to any third-party claim, allegation, action, demand, proceeding or suit regarding enforcement of this Section 15 or

involving any third party. The parties hereto intend that any and all goodwill in the Licensed Name arising from Licensee’s or any applicable sublicensee’s use of the Licensed Name shall inure solely to the benefit of the Manager.

Notwithstanding the foregoing, in the event that Licensee is deemed to own any rights to the Licensed Name, Licensee hereby irrevocably assigns (or shall cause such sublicensee to assign), without further consideration, such rights to the Licensed

Name Owner together with all goodwill associated therewith. The Licensed Name Owner shall be a third-party beneficiary of this Section 15.

(c) Licensee shall not sublicense its rights under this Agreement except to a current or future majority-owned subsidiary of Licensee, and

then only with the prior written consent of the Manager or the Licensed Name Owner; provided that (i) no such subsidiary shall use the Licensed Name as part of a name other than the Licensee’s name without the prior written consent

of the Manager or the Licensed Name Owner in its sole discretion and (ii) any such sublicense shall terminate automatically, with no need for written notice, if (x) such entity ceases to be a majority-owned subsidiary, (y) this

Agreement terminates for any reason or (z) the Manager or the Licensed Name Owner gives notice of such termination. Licensee shall be responsible for any such sublicensee’s compliance with the provisions of this Agreement, and any breach

by a

sublicensee of any such provision shall constitute a breach of this Agreement by Licensee. Neither Licensee nor any of its current or future subsidiaries shall use a new trademark, corporate

name, trade name or logo that contains the Licensed Name without the prior written consent of the Manager or the Licensed Name Owner in its sole discretion, and any resulting license shall be governed by a new agreement between the applicable

parties and/or an amendment to this Agreement.

(d) In order to preserve the inherent value of the Licensed Name, Licensee agrees to use

reasonable efforts to ensure that it maintains the quality of Licensee’s business and the operation thereof equal to the standards prevailing in the operation of the Manager’s and Licensee’s businesses as of the date of this

Agreement. Licensee further agrees to use the Licensed Name in accordance with such quality standards as may be reasonably established by the Manager and communicated to Licensee from time to time in writing, or as may be agreed to by the Manager

and Licensee from time to time in writing. Licensee shall notify the Manager promptly after it becomes aware of any actual or threatened infringement, imitation, dilution, misappropriation or other unauthorized use or conduct in derogation of the

Licensed Name. The Manager and its affiliates shall have the sole right to bring any action to remedy the foregoing, and Licensee shall cooperate with the Manager in same, at the Manager’s expense.

(e) Upon expiration or termination of this Agreement, all rights and license granted to the Licensee under this

Section 15 with respect to the Licensed Name shall cease, and the Licensee shall immediately discontinue use of the Licensed Name.

Section 16. Miscellaneous.

(a) Notices. Any notices that may or are required to be given hereunder by any party to another shall be deemed to have been duly given

if (i) personally delivered, when received, (ii) sent by U.S. Express Mail or recognized overnight courier, on the second following Business Day (or third following Business Day if mailed outside the United States), (iii) delivered by

electronic mail, when received, or (iv) posted on a password protected website maintained by the Manager and for which the Company has received access instructions by electronic mail, when posted:

The Company or the Operating Partnership:

Blackstone Digital Infrastructure Trust Inc.

345 Park Avenue

New York, New York 10154

Attention: Chief Financial Officer

with a required copy to:

Simpson Thacher & Bartlett LLP

425

Lexington Avenue New York,

New York 10017

Attention: Edgar J.

Lewandowski

Email: elewandowski@stblaw.com

The Manager:

BX REIT Advisors L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, New York 10154

Attention: Chief Compliance Officer

with a required copy to:

Simpson Thacher & Bartlett LLP

425

Lexington Avenue

New York, New York 10017

Attention: Edgar J.

Lewandowski

Email: elewandowski@stblaw.com

(b) Binding Nature of Agreement; Successors and Assigns. This Agreement shall be binding upon and inure

to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided herein.

(c) Integration. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject

matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof

control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

(d)

Amendments. Neither this Agreement, nor any terms hereof, may be amended, supplemented or modified except in an instrument in writing executed by the parties hereto.

(e) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND

CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT

COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN SUCH COURT.

(f) WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY

TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION

DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(g) Survival of Representations and Warranties. All representations and warranties

made hereunder, and in any document, certificate or statement delivered pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement.

(h) No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of a party hereto, any right,

remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,

remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

(i) Section Headings. The section and subsection headings in this Agreement are for convenience in reference only and shall not be

deemed to alter or affect the interpretation of any provisions hereof.

(j) Counterparts. This Agreement may be executed by the

parties to this Agreement on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(k) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such

jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable

such provision in any other jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties hereto has executed this Management Agreement as of

the date first written above.

BLACKSTONE DIGITAL INFRASTRUCTURE TRUST INC.

By:

/s/ Anthony F. Marone, Jr.

Name: Anthony F. Marone, Jr.

Title: Chief Financial Officer and Treasurer

BXDC OPERATING PARTNERSHIP LP

By:

Blackstone Digital Infrastructure Trust Inc., as general partner

By:

/s/ Anthony F. Marone, Jr.

Name: Anthony F. Marone, Jr.

Title: Chief Financial Officer and Treasurer

BX REIT ADVISORS L.L.C.

By:

/s/ Leon Volchyok

Name: Leon Volchyok

Title: Senior Managing Director

[Signature Page

– Management Agreement]

EX-10.3

Filename: d91908dex103.htm · Sequence: 6

EX-10.3

Exhibit 10.3

Execution Version

REVOLVING CREDIT AGREEMENT

dated

as of

May 15, 2026,

among

BXDC OPERATING PARTNERSHIP

LP,

as Borrower,

THE LENDERS

PARTY HERETO,

and

CITIBANK,

N.A.,

as Administrative Agent

CITIGROUP GLOBAL MARKETS INC.,

Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

SECTION 1.01

Defined Terms

SECTION 1.02

Classification of Loans and Borrowings

SECTION 1.03

Terms Generally

SECTION 1.04

Accounting Terms; GAAP

SECTION 1.05

Additional Approved Currencies

SECTION 1.06

Dollar Equivalents

ARTICLE II THE CREDITS

SECTION 2.01

Commitments

SECTION 2.02

Loans and Borrowings

SECTION 2.03

Requests for Borrowings

SECTION 2.04

Incremental Facilities

SECTION 2.05

Reserved

SECTION 2.06

Letters of Credit

SECTION 2.07

Funding of Borrowings

SECTION 2.08

Interest Elections

SECTION 2.09

Termination and Reduction of Commitments

SECTION 2.10

Repayment of Loans; Evidence of Debt

SECTION 2.11

Prepayment of Loans

SECTION 2.12

Fees

SECTION 2.13

Interest

SECTION 2.14

Alternate Rate of Interest

SECTION 2.15

Increased Costs

SECTION 2.16

[Reserved]

SECTION 2.17

Payments Free of Taxes

SECTION 2.18

Payments Generally; Pro Rata Treatment; Sharing of Set-offs

SECTION 2.19

Mitigation Obligations; Replacement of Lenders

SECTION 2.20

Defaulting Lenders

SECTION 2.21

Extension of Maturity Date

ARTICLE III REPRESENTATIONS AND WARRANTIES

SECTION 3.01

Organization; Powers

SECTION 3.02

Authorization; Enforceability

SECTION 3.03

Approvals; No Conflicts

SECTION 3.04

Financial Condition; No Material Adverse Change

SECTION 3.05

Properties

SECTION 3.06

Litigation and Environmental Matters

SECTION 3.07

Compliance with Laws and Agreements

SECTION 3.08

Investment Company Status

SECTION 3.09

Taxes

SECTION 3.10

ERISA

SECTION 3.11

Disclosure

SECTION 3.12

[Reserved]

SECTION 3.13

Federal Reserve Board Regulations

SECTION 3.14

Subsidiaries

SECTION 3.15

Solvency

SECTION 3.16

Status as Senior Debt

SECTION 3.17

Sanctions, Patriot Act & Anti-Corruption

SECTION 3.18

Anti-Corruption Laws

SECTION 3.19

Valid Liens

SECTION 3.20

REIT Status

ARTICLE IV CONDITIONS

SECTION 4.01

Effective Date

SECTION 4.02

Each Credit Event

ARTICLE V AFFIRMATIVE COVENANTS

SECTION 5.01

Financial Statements and Other Information

SECTION 5.02

Notices of Material Events

SECTION 5.03

Existence; Conduct of Business

SECTION 5.04

Payment of Obligations

SECTION 5.05

Maintenance of Properties; Insurance

SECTION 5.06

Books and Records; Inspection Rights

SECTION 5.07

Compliance with Laws

SECTION 5.08

Use of Proceeds and Letters of Credit

SECTION 5.09

Addition of Guaranties

SECTION 5.10

Further Assurances

SECTION 5.11

Change in Nature of Business

SECTION 5.12

Changes in Fiscal Periods

SECTION 5.13

Post-Closing Deliveries

ARTICLE VI NEGATIVE COVENANTS

SECTION 6.01

Indebtedness

SECTION 6.02

Fundamental Changes

SECTION 6.03

Restricted Payments

SECTION 6.04

Transactions with Affiliates

SECTION 6.05

Asset Dispositions

ARTICLE VII EVENTS OF DEFAULT

SECTION 7.01

Events of Default

SECTION 7.02

Distribution of Payments after Default

ARTICLE VIII THE ADMINISTRATIVE AGENT

SECTION 8.01

Appointment and Authority

SECTION 8.02

Rights as a Lender

SECTION 8.03

Exculpatory Provisions

SECTION 8.04

Reliance by Administrative Agent

SECTION 8.05

Delegation of Duties

SECTION 8.06

Resignation or Removal of Administrative Agent

SECTION 8.07

Non-Reliance on Administrative Agent and Other Lenders

SECTION 8.08

Issuing Bank Reports to Administrative Agent

SECTION 8.09

Certain ERISA Matters

SECTION 8.10

Withholding Taxes

SECTION 8.11

No Other Duties, Etc.

SECTION 8.12

Erroneous Payments

ARTICLE IX MISCELLANEOUS

SECTION 9.01

Notices

SECTION 9.02

Waivers; Amendments

100

SECTION 9.03

Expenses; Indemnity; Damage Waiver

104

SECTION 9.04

Successors and Assigns

106

SECTION 9.05

Survival

111

SECTION 9.06

Counterparts; Integration; Effectiveness; Electronic Execution

112

SECTION 9.07

Severability

112

SECTION 9.08

Right of Setoff

112

SECTION 9.09

Governing Law; Jurisdiction; Consent to Service of Process

113

SECTION 9.10

WAIVER OF JURY TRIAL

114

SECTION 9.11

Headings

114

SECTION 9.12

Confidentiality

114

SECTION 9.13

Material Non-Public Information

115

SECTION 9.14

Interest Rate Limitation

116

SECTION 9.15

USA PATRIOT Act and Beneficial Ownership Regulation

116

SECTION 9.16

No Advisory or Fiduciary Responsibility

116

SECTION 9.17

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

117

SECTION 9.18

Acknowledgement Regarding Any Supported QFCs

117

SECTION 9.19

Judgment Currency

118

SCHEDULES:

Schedule 1

– Guarantors

Schedule 2.01

– Commitments

Schedule 2.06(a)

– Letter of Credit Commitment

Schedule 3.06

– Disclosed Matters

Schedule 3.14

– Subsidiaries

Schedule 6.04

– Affiliate Transactions

Schedule 9.01(a)

– Notice Information

EXHIBITS:

Exhibit A

– Form of Assignment and Assumption

Exhibit B

– Form of Compliance Certificate

Exhibit C-1

– U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)

Exhibit C-2

– U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)

Exhibit C-3

– U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)

Exhibit C-4

– U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)

Exhibit D

– Form of Note

Exhibit E

– Form of Borrowing Request

Exhibit F

– Form of Notice of Loan Prepayment

Exhibit G

– Form of Letter of Credit Report

Exhibit H

– Form of Subsidiary Guaranty

Exhibit I

– Form of Pledge Agreement

Exhibit J

– Form of Solvency Certificate

REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of May 15, 2026, is entered into by and among, BXDC

OPERATING PARTNERSHIP LP, a Delaware limited partnership, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.

WHEREAS,

in connection with the foregoing, the Borrower has requested that (i) the Lenders extend credit to the Borrower in the form of commitments pursuant to a revolving credit facility in an aggregate principal amount of $1,000,000,000 and

(ii) the Issuing Banks make available Letters of Credit in an aggregate stated amount at any time outstanding not to exceed the Letter of Credit Sublimit at such time;

WHEREAS, on and after the Effective Date, the proceeds of the Loans will be used by the Borrower to pay Transaction Costs and for other

purposes not prohibited by this Agreement.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01 Defined Terms. As used in this Agreement (including the preamble hereto), the following terms have the meanings specified

below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans

comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars.

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

“ABR Loan” means a Loan that bears interest at a rate based on the Alternate Base Rate.

“ABR SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Act” has the meaning assigned to such term in Section 9.15.

“Additional Credit Extension Amendment” means an amendment to this Agreement providing for any New Revolving

Commitments which shall be consistent with the applicable provisions of this Agreement relating to New Revolving Commitments and otherwise reasonably satisfactory to the Administrative Agent, the New Revolving Loan Lender and the Borrower.

“Additional First Lien Debt” has the meaning assigned to such term in Section 2.11(e).

“Additional Guarantor” means (a) any Domestic Subsidiary of the Borrower that is required to provide a

Guaranty in accordance with Section 5.09(a) and (b) any other Subsidiary that the Borrower designated as a “Guarantor” and that provides a Guaranty in the sole discretion of the Borrower, so long as such

Subsidiary is reasonably acceptable to the Administrative Agent; provided that, in the case of a Foreign Subsidiary, such Foreign Subsidiary shall grant a perfected lien on substantially all of its assets pursuant to arrangements reasonably

agreed between the Administrative Agent and the Borrower, pursuant to documentation and subject to customary limitations in such jurisdiction as may be reasonably agreed between the Administrative Agent and the Borrower.

“Administrative Agent” means Citibank, N.A., in its capacity as

administrative agent and collateral agent for the Lenders hereunder, and any successor thereto appointed pursuant to Article VIII.

“Administrative Agent’s Account” means the account of the Administrative Agent specified on Schedule

9.01(a).

“Administrative Agent’s Office” means, with respect to any Approved Currency, the

Administrative Agent’s address and, as appropriate, account as set forth in Section 9.01 with respect to such Approved Currency, or such other address or account with respect to such Approved Currency as the

Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative

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

“Affected

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

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or

more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower.

“Agent Party” has the meaning assigned to such term in Section 9.01(d).

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

“Agreement Currency” has the meaning assigned to such term in Section 9.19.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in

effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus one half of one percent (0.50%) and (c) Term SOFR for a one month Interest Period for such day plus one percent (1.00%). Any

change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the

Term SOFR, respectively.

“Applicable Rate” means, for any day on or after the Effective Date, (a) prior to

the delivery of the certificate pursuant to Section 5.01(a)(iv), a rate per annum equal to (x) with respect to any ABR Loan, 1.00%, (y) with respect to any Term Benchmark Loan, 2.00% and (z) with respect to any

Daily Simple RFR Loan, 2.00%, (b) so long as the Leverage Ratio set forth in the most recently delivered certificate pursuant to Section 5.01(a)(iv) following the first full fiscal quarter after the Effective Date is

greater than 45%, a rate per annum equal to (x) with respect to

any ABR Loan, 1.50%, (y) with respect to any Term Benchmark Loan, 2.50% and (z) with respect to any Daily Simple RFR Loan, 2.50%, (c) so long as the Leverage Ratio set forth in the most

recently delivered certificate pursuant to Section 5.01(a)(iv) following the first full fiscal quarter after the Effective Date is greater than 40% and less than or equal to 45%, a rate per annum equal to (x) with

respect to any ABR Loan, 1.25%, (y) with respect to any Term Benchmark Loan, 2.25% and (z) with respect to any Daily Simple RFR Loan, 2.25%, and (d) so long as the Leverage Ratio set forth in the most recently delivered certificate

pursuant to Section 5.01(a)(iv) following the first full fiscal quarter after the Effective Date is less than or equal to 40%, a rate per annum equal to (x) with respect to any ABR Loan, 1.00%, (y) with respect to any

Term Benchmark Loan, 2.00% and (z) with respect to any Daily Simple RFR Loan, 2.00%.

“Applicable Time”

means, with respect to any Borrowings and payments in any Approved Foreign Currency, the local time in the place of settlement for such Approved Foreign Currency as may be determined by the Administrative Agent or the applicable Issuing Bank, as the

case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Approved Counterparty” means (i) the Administrative Agent, any Lender or any Affiliate of the Administrative

Agent or any Lender at the time it entered into a Swap Agreement or a Treasury Services Agreement, as applicable, in its capacity as a party thereto, notwithstanding whether such Approved Counterparty may cease to be the Administrative Agent, any

Lender or an Affiliate of the Administrative Agent or any Lender thereafter and (ii) any other Person from time to time approved in writing (including via email) by the Administrative Agent (not to be unreasonably withheld, delayed or

conditioned).

“Approved Currency” means each of (i) Dollars, (ii) euros, (iii) Sterling, (iv)

Canadian Dollars and (v) any other currency that is approved in accordance with Section 1.05.

“Approved Foreign Currency” means any Approved Currency other than Dollars.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the

consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Audited Financial Statements” means the audited consolidated balance sheet and related statements of operations,

comprehensive income (loss), equity and cash flows of the Consolidated Group as of the end of and for the year ended December 31, 2025, prepared in accordance with GAAP (except as may be indicated in the notes thereto).

“Authorized Officer” means any of the Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer,

President, Chief Financial Officer, Chief Operating Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the Borrower (or the general

partner, managing member or other Person exercising similar authority of the Borrower) or any other officer listed on the applicable incumbency certificate delivered pursuant to Section 4.01(c)(iii).

“Availability Criteria” has the meaning set forth in

Section 4.02(c).

“Availability Period” means the period from and including the

Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Commitments.

“Available Revolving Commitment” means, as to any Revolving Lender at any time, an amount equal to the excess, if

any, of (a) such Lender’s Revolving Commitment then in effect minus (b) such Lender’s Revolving Credit Exposure then outstanding.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers

by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the

implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I

of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or

their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy

Code” means Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder,

and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal, state or foreign bankruptcy or insolvency law.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency

proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith

determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by

virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such

Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate,

disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark Discontinuation Event” has the

meaning set forth in Section 2.14(c).

“Beneficial Ownership Certification” means a

certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership

Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit

plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or

otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“BHC Act Affiliate” means, with respect to any Person, an “affiliate” (as such term is defined under,

and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board” means the Board of Governors of

the Federal Reserve System of the United States of America.

“Bona Fide Debt Fund” means any fund or investment

vehicle that is primarily engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and other similar extensions of credit in the ordinary course.

“Borrower” means, (i) initially, BXDC OP, or (ii) at any time there is a Successor Borrower, such

Successor Borrower.

“Borrowing” means Revolving Loans of the same Type, in the same Approved Currency, made,

converted or continued on the same date and, in the case of (x) Term Benchmark Loans as to which a single Interest Period (i.e., of the same duration and ending on the same date) is in effect and (y) Daily Simple RFR Loans as to which a

single Interest Payment Date is in effect.

“Borrowing Request” means a request in substantially the form of

Exhibit E hereto by the Borrower for a Borrowing in accordance with Section 2.03 appropriately completed and signed by an Authorized Officer.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City

are authorized or required by law to remain closed; provided that, (a) when used in connection with Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, a Term Benchmark Loan

denominated in Dollars (and any ABR Loans or Borrowings the interest on which is computed by reference to clause (c) of the definition of “Alternate Base Rate”), the term “Business Day” shall also exclude any day that is

not a U.S. Government Securities Business Day, (b) when used in connection with Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to any Revolving Loan denominated in, euros, the term

“Business Day” shall also exclude any day that is not a TARGET Day, (c) when used in connection with any Revolving Loan denominated in Canadian Dollars, the term “Business Day” shall also exclude any day on which banks

are required or authorized to close in Toronto, Province of Ontario, Canada or (d) if the applicable day relates to any Daily Simple RFR Loan, any fundings, disbursements, settlements and payments in respect of any such Daily Simple RFR Loan,

or any other dealings to be carried out pursuant to this Agreement in respect of any such Daily Simple RFR Loan, means a day that is an RFR Business Day.

“BXDC” means Blackstone Digital Infrastructure Trust Inc.

“BXDC OP” means BXDC Operating Partnership LP, a Delaware limited partnership.

“Canadian Dollars” or “C$” means the lawful currency

of Canada.

“Cash Equivalents” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of

America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within three hundred sixty-five (365) days from the date of acquisition thereof and having,

at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

deposit, banker’s acceptances and time deposits maturing within three hundred sixty-five (365) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any

domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause

(a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the

Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“Change in Control” means any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Effective Date) (other than (x) any Person that beneficially owns, directly or indirectly, Equity Interests in the Borrower on the Effective Date or any Affiliate

thereof, (y) any Management Stockholders and any Affiliates thereof (including any Management Stockholders holding Equity Interests through an Equityholding Vehicle) or (z) Blackstone Inc. and any Affiliate or limited partner of Blackstone

Inc. (or its permitted successors) (collectively, the “Permitted Holders”)) shall beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding voting Equity Interests of the Borrower.

Notwithstanding anything to the contrary in this definition or any provision of Rule 13d-5 of the

Exchange Act (or any successor provision), (i) a Person or group shall not be deemed to beneficially own voting Equity Interests (x) to be acquired by such Person or group pursuant to an equity or asset purchase agreement, merger agreement,

option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the voting Equity Interests in connection with the transactions contemplated by such

agreement or (y) solely as a result of veto or approval rights in any joint venture agreement, shareholder agreement, investor rights agreement or other similar agreement, (ii) if any group (other than a Permitted Holder) includes one or

more Permitted Holders, the issued and outstanding voting Equity Interests of the Borrower owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by

such group or any other member of such group for purposes of determining whether a Change in Control has occurred, (iii) a Person or group (other than Permitted Holders) will not be deemed

to beneficially own voting Equity Interests of another Person as a result of its ownership of Equity Interests or other securities of such other Person’s direct or indirect parent holding companies (or related contractual rights) unless it

owns more than 50% of the total voting power of the voting Equity Interests of such Person’s direct or indirect parent holding companies, (iv) the right to acquire voting Equity Interests (so long as such Person does not have the right to

direct the voting of the voting Equity Interests subject to such right) or any veto power in connection with the acquisition or disposition of voting Equity Interests will not cause a party to be a beneficial owner and (v) a Change in Control

shall be deemed not to have occurred pursuant to the first paragraph of this definition if the Permitted Holders otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint more than

50% of the directors (or similar position) on the board of directors (or similar body) of the Borrower (or any direct or indirect parent thereof that holds 50.0% or more of the total voting power of the voting Equity Interests of the Borrower).

For purposes of this definition and any related definition to the extent used for purposes of this definition, at any time when 50.0% or more

of the total voting power of the voting Equity Interests of the Borrower is directly or indirectly owned by parent holding companies, all references to the Borrower shall be deemed to refer to its ultimate parent holding company (but excluding any

Permitted Holder) that directly or indirectly owns such voting Equity Interests.

“Change in Law” means the

occurrence after the date of this Agreement or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule,

regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such

Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement;

provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and

(y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,

in each case pursuant to Basel III, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

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

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

“Collateral Documents” means collectively, the Pledge Agreement, collateral assignments, security agreements, pledge

agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 4.01 or Section 5.09 and each of the other agreements, instruments or documents that create or

purport to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means, with respect to each Lender, its Revolving Commitment.

“Commitment Fee Rate” means, to the extent in effect as calculated

on a daily basis, for any applicable period, 0.35% per annum.

“Committed Extension Option” has the

meaning assigned to such term in Section 2.21(b).

“Commodity Exchange Act” means the

Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Communications” has the meaning assigned to such term in

Section 9.01(d).

“Compliance Certificate” means a compliance certificate delivered in

accordance with Section 5.01(a)(iv) in the form attached hereto as Exhibit B.

“Connection

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

“Consolidated Group” means the Borrower and all of the Subsidiaries which are consolidated with the Borrower for

financial reporting purposes under GAAP.

“Consolidated Total Assets” means, as of the end of any fiscal quarter

of the Borrower, the total assets of the Borrower and its Subsidiaries calculated on a consolidated basis at such date.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the

management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Investment Affiliate” means, as to any Person, any other Person, other than the Permitted Holders, which

directly or indirectly is in Control of, is Controlled by, or is under common Control with such Person and is organized by such Person (or any Person Controlling such Person) primarily for making direct or indirect equity or debt investments in the

Borrower and/or other companies.

“CORRA” means the Canadian Overnight Repo Rate Average administered and

published by the Bank of Canada (or any successor administrator).

“Covered Entity” means any of the following:

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

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

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

“Covered Party” has the meaning assigned to such term in Section 9.18.

“Credit Party” means the Administrative Agent, any Issuing Bank or any other Lender.

“Daily Simple CORRA” means, for any day (a “Daily

Simple CORRA Rate Day”), a rate per annum equal to CORRA for the day (such day, the “Daily Simple CORRA Determination Day”), that is five (5) RFR Business Days prior to (i) if such Daily Simple CORRA Rate Day is

an RFR Business Day, such Daily Simple CORRA Rate Day or (ii) if such Daily Simple CORRA Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such Daily Simple CORRA Rate Day, in each case, as CORRA is published by

the administrator; provided, however, that if as of 5:00 p.m. (Toronto time) on any Daily Simple CORRA Determination Day, CORRA for the applicable tenor has not been published by the administrator and Daily Simple CORRA has not been

replaced pursuant to Section 2.14, then Daily Simple CORRA will be CORRA as published by the administrator on the first preceding RFR Business Day for which CORRA was published by the administrator so long as such first preceding RFR Business

Day is not more than three (3) RFR Business Days prior to such Daily Simple CORRA Determination Day; provided, however, if CORRA for such tenor was published by the administrator thereof more than three (3) RFR Business Days

prior to such Daily Simple CORRA Determination Day, then CORRA will be the interest rate (expressed as a rate per annum on the basis of a year of 365 days) for a comparable tenor quoted by the Administrative Agent as of such Daily Simple CORRA

Determination Day.

“Daily Simple CORRA Determination Day” has the meaning set forth in the definition of

“Daily Simple CORRA”.

“Daily Simple CORRA Rate Day” has the meaning set forth in the definition of

“Daily Simple CORRA”.

“Daily Simple RFR” means, for any day (an “RFR Rate

Day”), a rate per annum equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Sterling, the greater of (i) SONIA for the day (such day,

“i”) that is five (5) RFR Business Days (or such other period as determined by the Borrower and the Administrative Agent based on then prevailing market conventions) prior to (A) if such RFR Rate Day is an RFR Business

Day, such RFR Rate Day or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s

Website, and (ii) 0.0%; provided that, if by 5:00 pm (local time for the applicable RFR) on the second (2nd) RFR Business Day immediately following any day “i”, SONIA in respect of such day “i” has not

been published on the applicable SONIA Administrator’s website, then SONIA for such day “i” will be SONIA as published in respect of the first preceding RFR Business Day for which SONIA was published on the SONIA

Administrator’s website; provided further that (x) any determination of SONIA pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive RFR Rate

Days and any change in Daily Simple RFR due to a change in SONIA shall be effective from and including the effective date of such change in SONIA without notice to the Borrower and (b) Canadian Dollars, the greater of (i) Daily Simple

CORRA and (ii) 0.0%.

“Daily Simple RFR Borrowing” means, as to any Borrowing, the Loans bearing interest at a

rate based on Daily Simple RFR comprising such Borrowing.

“Daily Simple RFR Loan” means a Loan that bears interest at a rate

based on Daily Simple RFR.

“Daily Simple SOFR” means, for any day (a “SOFR Rate

Day”), SOFR for the day (such day, the “SOFR Determination Day”) that is five U.S. Government Securities Business Days (or such other period as determined by the Borrower and the Administrative Agent

based on one of the then prevailing market conventions) prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities

Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day. If by 5:00 pm (New York City time) on the second U.S. Government Securities Business Day immediately following any SOFR Determination Day,

the SOFR in respect of such SOFR Determination Day has not been published on the Federal Reserve Bank of New York’s Website, then the SOFR for such SOFR Determination Day will be the SOFR as published in respect of the first preceding

U.S. Government Securities Business Day for which such SOFR was published on the Federal Reserve Bank of New York’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation

of Daily Simple SOFR for no more than five consecutive U.S. Government Securities Business Days.

“Default”

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

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date

required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless,

in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and

including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding

obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default,

if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within two (2) Business Days after request by a Credit Party, acting in good

faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement; provided

that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has, or

has a direct or indirect parent company that has, (i) become the subject of any Bankruptcy Event or (ii) become the subject of a Bail-In Action. Any determination by the Administrative Agent that a

Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender

(subject to Section 2.20) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each Issuing Bank

and each other Lender promptly following such determination.

“Designated Jurisdiction” means any country, region or territory

to the extent that such country, region or territory itself is subject to comprehensive sanctions under any Sanctions Laws and Regulations, currently, the so-called Donetsk People’s Republic, so-called Luhansk People’s Republic, Zaporizhzhia, Kherson and Crimea regions of Ukraine, Cuba, Iran and North Korea.

“Designated Persons” means a person or entity (a) listed in the annex to, or otherwise subject to the

provisions of, any Sanctions Laws and Regulations-related Executive Order; (b) named as a “Specially Designated National and Blocked Person” (“SDN”) on the most current list published by OFAC at its

official website or any replacement website or other replacement official publication of such list (the “SDN List”) or is otherwise the subject of any Sanctions Laws and Regulations; (c) ordinarily located, organized,

or resident in Designated Jurisdiction; or (d) fifty percent (50%) or greater owned by any Person or Persons listed or designated pursuant to clauses (a) through (c) above.

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

3.06.

“Disposition” has the meaning assigned to such term in Section 6.05.

“Disqualified Institution” means (a) any Person that is specifically identified by name on a written list

delivered to the Administrative Agent on the Effective Date, which list may be updated by the Borrower from time to time after the Effective Date, (b) any competitor or a subsidiary which is under the control of a competitor of the Borrower

that is specifically identified by name on a written list delivered to the Administrative Agent on the Effective Date, which list may be updated by the Borrower from time to time after the Effective Date and (c) any Affiliate or sponsor of any

Person or competitor described in clause (a) or (b) that is identified by the Borrower or the Sponsor to the Administrative Agent in writing from time to time or reasonably identifiable solely by name as an Affiliate of such Person, other than

an Affiliate or sponsor of such Person that is a Bona Fide Debt Fund; provided that (x) no such update shall apply retroactively to any Person that already acquired and continues to hold (or has and remains committed to acquire, without

giving retroactive effect to any such Commitment) an assignment or participation interest in the Revolving Facility and (y) any such Person that holds (or has and remains committed to acquire, without giving retroactive effect to any such

Commitment) an assignment or participation interest in the Revolving Facility shall not be permitted to acquire an additional assignment of Loans, participations or other interests in the Revolving Facility; provided further, that

notwithstanding anything herein to the contrary, the Borrower may withhold consent for any assignments to any Affiliate of a Disqualified Institution regardless of whether such assignee is reasonably identifiable as an Affiliate of a Disqualified

Institution solely on the basis of its name (other than with respect to Affiliates that are Bona Fide Debt Funds). The Administrative Agent shall not disclose (verbally or in writing) the list of entities that are Disqualified Institutions to any

person, but shall be permitted to, upon inquiry by any Lender to the Administrative Agent as to whether a specified potential assignee or prospective participant is on the list of Disqualified Institutions, disclose to such Lender whether such

specific potential assignee or prospective participant is on the list of Disqualified Institutions, subject to customary confidentiality requirements.

“Dollar Denominated Letter of Credit” means any Letter of Credit

incurred in Dollars.

“Dollar Denominated Loan” means any Revolving Loan incurred in Dollars.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and

(b) with respect to any amount denominated in any Approved Foreign Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the Issuing Bank, as the case may be, at such time on the basis of the Spot Rate

(determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Approved Currency.

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

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof

or the District of Columbia.

“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 and subject to the Bail-In Legislation, (b) any entity established in an EEA Member Country

which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or

(b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”

means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution

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

Institution.

“Effective Date” means May 15, 2026, the date on which the conditions specified in

Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or

other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. For the avoidance of doubt, an executed counterpart of a signature page delivered by telecopy, emailed pdf. or any other electronic means

that reproduces an image of an actual executed signature page shall not be considered an Electronic Signature.

“Electronic

System” means any electronic system, including Debtdomain, IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system and any other Internet or extranet-based site, whether such electronic system is

owned, operated or hosted by the Administrative Agent, any Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security systems.

“Eligible Assignee” means (i) a Lender, (ii) an

Affiliate of a Lender of similar creditworthiness and (iii) any other Person (other than an Ineligible Institution) approved in accordance with the provisions of Sections 9.04(b) or (c), as applicable (to the extent an approval is

required pursuant to Sections 9.04(b) or (c)). For the avoidance of doubt, no Ineligible Institution is an Eligible Assignee.

“Eligible Institution” means a depository institution or trust company insured by the Federal Deposit Insurance

Corporation, the short-term unsecured debt obligations or commercial paper of which is rated at least “A 1+” by S&P, “P 1” by Moody’s or “F 1+” by Fitch.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions,

notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous

Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or

otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law,

(b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the

environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability

company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Equityholding Vehicle” means any direct or indirect parent entity of the Borrower and any equityholder thereof

through which Management Stockholders hold Equity Interests of the Borrower or such parent entity.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate”

means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412

of the Code, is treated as a single employer under Section 414(m) of the Code.

“ERISA Event” means

(a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) any failure to meet the

minimum funding standards of Section 303 of ERISA or Section 430 of ERISA; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with

respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under

Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC of any notice relating to an intention to terminate any

Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or

(g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a

Multiemployer Plan is, or is expected to be, in endangered or critical status, or insolvent, within the meaning of Title I or IV of ERISA, as applicable.

“Erroneous Payment” has the meaning assigned to such term in Section 8.12(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to such term in

Section 8.12(d)(i).

“Erroneous Payment Impacted Loans” has the meaning assigned to

such term in Section 8.12(d)(i).

“Erroneous Payment Return Deficiency” has the

meaning assigned to such term in Section 8.12(d)(i).

“EU

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

from time to time.

“EURIBOR Rate” means the rate per annum equal to the Euro Interbank Offered Rate as

administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, as displayed on the applicable Bloomberg page (or on any successor or

substitute page or service providing such quotations as determined by the Administrative Agent from time to time) at approximately 11:00 a.m. (Brussels time) two Business Days prior to the commencement of such Interest Period; provided that,

if the EURIBOR Rate determined as provided above shall ever be less than the 0%, then the EURIBOR Rate shall be deemed to be 0%.

“euro” means the single currency of participating member states of the economic and monetary union in accordance

with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Excluded Assets” means each of the following: (a) any Equity Interests that are not Eligible Pledged Equity

(as defined in the Pledge Agreement), (b) any property or asset of any Subsidiary to the extent that such Subsidiary (or any of its direct or indirect subsidiaries) is party to any third party lease, license, contract, agreement or indebtedness (or

guarantee in respect thereof) permitted hereunder, the terms of which (x) restrict or do not expressly permit a lien to be granted on such property or assets securing the Obligations, or (y) to the extent permitted, would require an

intercreditor agreement to be entered into with respect to such liens, (c) direct or indirect interests in joint ventures and Non-Wholly-Owned Subsidiaries or ground leases which a pledge of

(i) would require the consent of one or more third parties other than the Borrower or any of its

Wholly-Owned Subsidiaries (after giving effect to any applicable anti-assignment provision of the UCC or other applicable Law) and/or (ii) could (1) trigger a “change of control”

or similar event or require the consent of a third party, (2) create an event of default or give rise to a right of termination in favor of a third party, (3) give rise to a “right of first refusal”, a “right of first

offer”, purchase option or a similar right of a third party or (4) require a payment to a third party, in each case other than the Borrower or any of its Wholly-Owned Subsidiaries, (d) Equity Interests of (i) captive insurance

subsidiaries, (ii) not for profit subsidiaries, (iii) special purpose entities used for permitted securitization facilities, (iv) Immaterial Subsidiaries, (v) any Person that is not a Subsidiary which, if a Subsidiary, would

constitute an Immaterial Subsidiary and/or (vi) any Subsidiary that is an Excluded Subsidiary pursuant to clause (j) of the definition thereof, (e) margin stock, derivatives, convertible securities, bonds, financial instruments,

negotiable instruments and letters of credit, (f) any assets or capital stock the grant or perfection of a security interest in which would result in material and adverse tax consequences to the Borrower, any direct or indirect owner of the

Borrower or any of the Borrower’s direct or indirect Subsidiaries, as reasonably determined by the Borrower in consultation with the Administrative Agent, (g) any property or asset the grant or perfection of a security interest in which

would require governmental consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), after giving effect to any applicable anti-assignment provision of the UCC or other applicable Law

and other than proceeds thereof to the extent that the assignment of the same is effective under the UCC or other applicable Law notwithstanding such consent or restriction, (h) any intellectual property of every kind and nature now owned or

hereafter acquired by any Loan Party, including inventions, designs, domain names, patents, copyrights, licenses, trademarks, trade secrets, the intellectual property rights in software and databases and related documentation, and all additions and

improvements to the foregoing and any applications therefor, (i) all commercial tort claims, litigation claims, insurance claims, and all insurance policies and certificates, (j) any Deposit Accounts (as defined in the Pledge Agreement),

Securities Accounts (as defined in the Pledge Agreement) and similar accounts (other than, in each case, to the extent constituting proceeds of Collateral), escrow accounts, trust accounts, employee wage and benefit accounts, payroll accounts,

accounts receivable, tax accounts and tax and trust funds, (k) any lease, license, contract or agreement or any property subject to a purchase money security interest, capital lease or a similar arrangement permitted hereunder to the extent

that a grant of a security interest therein would violate or invalidate such lease, license, contract or agreement or purchase money or similar arrangement or trigger an event of default, right of termination in favor of any other party thereto

(other than the Borrower or any of its respective Wholly-Owned Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law, (l) cash and Cash Equivalents (other than cash and Cash

Equivalents to the extent constituting proceeds of Collateral), (m) personal property appurtenant to or used in the operation or development of real property assets, such as furniture, fixtures and equipment, development rights, entitlements,

permits, licenses and approvals and contracts, (n) any security interest (i) the cost, burden, difficulty or consequence of obtaining or perfecting therein outweighs the benefit of the security interest afforded thereby as reasonably

determined by the Borrower in consultation with the Administrative Agent or (ii) the grant or perfection therein would be prohibited by applicable Law (whether on the Effective Date or thereafter) after giving effect to any applicable

anti-assignment provision of the UCC or other applicable Law, (o) any property or assets owned by any Foreign Subsidiary or any Subsidiary which is not a Loan Party, (p) any interest in Real Property (including any requirement to deliver

landlord waivers, warehouseman waivers, estoppels, non-disturbance

agreements, consents, collateral access letters or other similar requirement), (q) motor vehicles, aircrafts, airframes, aircraft engines or helicopters and other assets subject to certificates

of title, (r) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection of the security interest in such other Collateral may be accomplished by the filing of a Uniform

Commercial Code financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a Uniform Commercial Code financing statement), (s) voting Equity

Interests in any Foreign Subsidiary or Excluded CFC, in each case, representing more than 65% of the voting power of all outstanding Equity Interests of such Foreign Subsidiary or Excluded CFC, (t) to the extent any Non-Wholly-Owned Subsidiary of the Borrower is a Guarantor, the pro rata share of any assets of such Guarantor attributable to the direct or indirect ownership interest therein of any person other than the Borrower

or a Wholly-Owned Subsidiary thereof, including, without limitation, joint venture partners, minority holders and management or other employees or consultants with respect to such Subsidiary and (u) proceeds from any and all of the foregoing

assets described in clauses (a) through (t) above to the extent such proceeds would otherwise be excluded pursuant to clauses (a) through (t) above.

“Excluded CFC” means any (a) direct or indirect Subsidiary of a Subsidiary that is a “controlled foreign

corporation” within the meaning of Section 957(a) of the Code (a “CFC”), or (b) direct or indirect U.S. Subsidiary substantially all of the assets of which consist of equity and/or indebtedness of one or

more direct or indirect Foreign Subsidiaries that are CFCs or other Subsidiaries described in this clause (b) that are not Additional Guarantors pursuant to clause (b) of the definition thereof, and any other assets incidental thereto.

“Excluded Subsidiary” means (a) any Foreign Subsidiary, (b) any Subsidiary that is prohibited,

restricted or not otherwise expressly permitted, prior to, on or following the Effective Date from guaranteeing the Indebtedness under this Agreement pursuant to (i) applicable law, rule or regulation, (ii) any document, contract,

instrument or agreement with a third party, (iii) any mortgage, mezzanine financing documentation or asset level financing documentation (including commercial mortgage-backed securities documentation) with a third party or any refinancings

thereof (“Asset Level Documentation”) or (iv) would require or be subject to any consent or approval of any Governmental Authority or regulatory third party consent (other than any such consent or approval that has

been received), (c) any Non-Wholly-Owned Subsidiary, (d) any Excluded CFC, (e) any Subsidiary that does not own Collateral, (f) any Immaterial Subsidiary, (g) any Subsidiary with respect to

which, as reasonably determined by the Borrower in consultation with the Administrative Agent, providing a Guaranty would result in material adverse tax consequences to the Borrower, any of its direct or indirect Subsidiaries or any of the

Borrower’s direct or indirect parent companies, (h) any not for profit Subsidiary, captive insurance company or special purpose entity, (i) any Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent

and the Borrower, as agreed in writing, the cost or other consequences of providing a Guaranty shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (j) any Subsidiary established solely for tax purposes (such as a

taxable REIT subsidiary, any revocable trust or any subsidiary established solely for performing certain services or functions (including property management or diligence)), (k) any Subsidiary substantially all of the assets of which consist of

external infrastructure (including, without limitation, substations and generators and retention ponds for storm water management) and other assets ancillary or incidental thereto (as reasonably determined by the Borrower) and (l) any other

subsidiary mutually agreed by the Borrower and the Administrative Agent on the Effective Date.

“Excluded Swap Obligation” means, with respect to any Guarantor,

(a) any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty 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) (i) by virtue of such Guarantor’s failure to constitute an

“eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Loan Party and any

and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties), at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap

Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C)

of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated

as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and the Approved Counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement

governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to the Swap for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this

definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or

required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient

being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other

Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date

on which (i) such Lender acquires such interest in the applicable Commitment (or if the applicable Loan was not funded pursuant to a prior Commitment, the date on which such Lender acquires such interest in the applicable Loan), in each case,

other than pursuant to an assignment request by the Borrower under Section 2.19(b) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to

Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in the applicable Loan or Commitment or to such Lender

immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(e), and (d) any withholding Taxes imposed under FATCA.

“Executive Order” means an executive order issued by the President

of the United States of America.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this

Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to

Section 1471(b)(1) of the Code, as of the date of this Agreement (or any amended or successor version described above) and any intergovernmental agreement, treaty or convention among Governmental Authorities (and any related laws, regulations,

rules, official administrative guidance, or practices with respect thereto) implementing such Sections of the Code.

“Federal

Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New

York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so

published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole

multiple of 1/100 of 1%) charged to Citibank, N.A., on such day on such transactions as determined by the Administrative Agent; provided, however, that if the Federal Funds Effective Rate shall be less than zero, such rate shall be

deemed zero for purposes of the Loan Documents.

“Federal Reserve Bank of New York’s Website” means the

website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Financial

Officer” means the chief financial officer or principal accounting officer of the Borrower (or the general partner, managing member or other Person exercising similar authority of the Borrower).

“Financial Statements” means the financial statements to be furnished pursuant to Sections 5.01(a)(i) and

(a)(ii).

“Financing Lease Obligation” means, at any time any determination thereof is to be made, the

amount of the liability in respect of a Financing Lease; provided, that, any obligations of the Borrower or its Subsidiaries either existing on the Effective Date or created prior to any

re-characterization on or after January 1, 2015 (i) that were not included on the consolidated balance sheet of the Borrower as financing or capital lease obligations and (ii) that are subsequently re-characterized as financing or capital lease obligations or indebtedness due to a change in accounting treatment or otherwise, shall for all purposes under this Agreement not be treated as financing or capital

lease obligations, Financing Lease Obligations or Indebtedness.

“Financing Leases” means all leases that have

been or are required to be, in accordance with GAAP, recorded as a financing or capital leases (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes

in accordance with GAAP as in effect on January 1, 2015; provided, that, for all purposes hereunder the amount of obligations under any Financing Lease shall be the amount thereof accounted for as a liability on a balance sheet in

accordance with GAAP as in effect on January 1, 2015.

“Fitch” means Fitch, Inc.

“Foreign Corrupt Practices Act” means the Foreign Corrupt Practices Act of 1977 (15 U.S.C. § 78dd-1, et seq.), as re-enacted from time to time, together with any successor statute thereto.

“Foreign Currency Denominated Letter of Credit” means any Letter of Credit denominated in an Approved Foreign

Currency, other than, with respect to each Issuing Bank, those Approved Foreign Currencies not authorized to be issued by such Issuing Bank as notified to the Administrative Agent and the Borrower from time to time.

“Foreign Currency Denominated Loan” means any Revolving Loan incurred in any Approved Foreign Currency.

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

“Foreign Subsidiary” means any direct or indirect Subsidiary of the Borrower that is not organized under the Laws of

the United States, any state thereof or the District of Columbia.

“GAAP” means generally accepted accounting

principles in the United States of America, as in effect from time to time; provided, however, that (i) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate

the effect of any change in accounting principles or change as a result of the adoption or modification of accounting policies (including, but not limited to, the impact of Accounting Standards Update 2016-12,

Revenue from Contracts with Customers (Topic 606) or similar revenue recognition policies or any change in the methodology of calculating reserves for returns, rebates and other chargebacks) occurring after the Effective Date in GAAP or in the

application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given

before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been

withdrawn or such provision amended in accordance herewith, (ii) GAAP shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC Topic 825 (or any other

Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value,” as defined therein, and Indebtedness shall be measured at the

aggregate principal amount thereof, and (iii) the accounting for operating leases and financing or capital leases under GAAP as in effect on January 1, 2015 (including, without limitation, Accounting Standards Codification 840) shall apply

for the purposes of determining compliance with the provisions of this Agreement, including the definition of Financing Leases and obligations in respect thereof.

“Governmental Authority” means the government of the United States of America, any other nation or any political

subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or

pertaining to government.

“Gross Asset Value” means the gross value of the assets of the

Borrower and its Subsidiaries as determined by the Borrower in good faith using the most recent available valuations to be conducted by BX REIT Advisors L.L.C. in its reasonable discretion, it being understood that valuation for the first 24 months

following an asset acquisition, shall be undepreciated book value in respect of such acquired assets.

“guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or

otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and

including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the

purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working

capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of

credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term guarantee shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable

indemnity obligations in effect on the Effective Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any guarantee

shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated

liability in respect thereof as determined by the guaranteeing Person in good faith.

“Guarantors” means

(a) the Parent Guarantor, (b) those Persons listed on Schedule 1 hereto and (c) any Subsidiary that becomes an Additional Guarantor.

“Guaranty” means, any Guaranty substantially in the form of Exhibit H, the guarantee agreement executed and

delivered by the Parent Guarantor on the Effective Date or any other form reasonably satisfactory to the Administrative Agent that may be executed and delivered after the Effective Date by an Additional Guarantor in accordance with

Section 5.09(a), in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances,

wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated

pursuant to any Environmental Law.

“Immaterial Subsidiaries” means, at any time, Subsidiaries that, on a

consolidated basis with their respective Subsidiaries and treated as if all such Subsidiaries and their respective Subsidiaries were combined and consolidated as a single Subsidiary, have an aggregate net equity value no greater than the greater of

(x) $250,000,000 and (y) 2.0% of Gross Asset Value.

“Immediate Family Members” means with respect

to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships), the estates of such individual and such other individuals above and any trust, partnership or other bona fide

estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is Controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the

donor.

“Increased Amount Date” has the meaning assigned to such term in

Section 2.04.

“Incremental Commitments” has the meaning assigned to such term

in Section 2.04.

“Indebtedness” of any Person means, without duplication,

(a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily

paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or

services (excluding accounts payable incurred in the ordinary course of business and accruals for payroll and other liabilities accrued in the ordinary course, in each case, which are not more than one hundred eighty (180) days past due), (f)

all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured

thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all Financing Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of

letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, in each case, if and to the extent that the foregoing would constitute indebtedness or a

liability in accordance with GAAP. The Indebtedness of any Person shall (A) include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is personally liable

therefor as a result of such Person’s ownership interest in or other relationship with such entity, except any Indebtedness to the extent that any such Person is not personally liable therefor pursuant to the terms of any such Indebtedness,

(B) exclude obligations under or in respect Swap Agreements, Treasury Services Agreements and Non-Financing Lease Obligations (to the extent such Non-Financing

Lease Obligations are treated as operating leases in the most recent financial statements in existence on the Effective Date), straight-line leases, operating leases or sale lease-back transactions (except any resulting Financing Lease Obligations),

(C) exclude contingent obligations incurred in the ordinary course of business or consistent with industry practice, (D) exclude obligations under any license, permit or other approval (or guarantees given in respect of such obligations)

incurred prior to the Effective Date or in the ordinary course of business or consistent with past practice and (E) exclude (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an

asset to satisfy warranty or other unperformed obligations of the seller, (iii) any obligations attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect

thereto, (iv) accrued expenses and royalties, (v) in connection with the purchase by the Borrower or any Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is

determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided,

however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is not 45 days

past due, (vi) any obligations in respect of workers’ compensation claims, unemployment insurance, retirement, post-employment or termination obligations (including pensions and retiree medical care), pension fund obligations or

contributions or similar claims, or social security or wage taxes or contributions, (vii) any liability for Taxes and (viii) asset retirement obligations and other pension and other post-employment benefit related obligations (including

pensions and retiree medical care). Notwithstanding anything in this definition to the contrary, Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards Codification Topic

No. 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose hereunder as a result of accounting for any embedded derivatives created by the terms of such

Indebtedness.

For all purposes hereof, the Indebtedness of any Person shall in the case of the Borrower and its Subsidiaries exclude all

intercompany indebtedness made in the ordinary course between the Borrower and its Subsidiaries and any amendment to any Indebtedness that solely extends the maturity of such Indebtedness shall be deemed not to be an incurrence of such Indebtedness.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment

made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Ineligible Institution” means (a) natural persons or any investment vehicle established primarily for the

benefit of a natural person, (b) each Defaulting Lender, (c) the Borrower and each of its Affiliates and (d) each Disqualified Institution.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with

Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day

of each of March, June, September and December, (b) with respect to any Term Benchmark Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an

Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three (3) months’ duration after the first day of such Interest Period and

(c) with respect to any Daily Simple RFR Loan, either, at the election of the Borrower, (x) the last Business Day of each calendar month (a “Monthly RFR Interest Election”) or (y) the last Business Day of

each of March, June, September and December (a “Quarterly RFR Interest Election”).

“Interest

Period” means, with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one (1), three (3), six (6) months

(other than with respect to Borrowings in Canadian Dollars) or, if available to all Lenders (and the Lenders confirm such availability to the Administrative Agent), twelve (12) months thereafter, or such shorter periods as may be agreed to by

the Administrative Agent, in each case as the Borrower may elect (in each case, subject to the availability for the interest rate applicable to the relevant Currency); provided, that (i) if any Interest Period would end on a day other

than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Term Benchmark Borrowing

only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period

pertaining to a Term Benchmark Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business

Day of the last calendar month of such Interest Period, (iii) no Interest Period shall extend beyond the Maturity Date and (iv) each such Interest Period shall be available from each Lender. For purposes hereof, the date of a Borrowing

initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Involuntary Proceeding” has the meaning assigned to such term in Section 7.01(h).

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published

by the International Chamber of Commerce, Publication No. 590 (or such later version thereof as may be in effect at the time of issuance).

“Issuing Bank” means each Revolving Lender having a Letter of Credit commitment listed on Schedule 2.06(a) or

that otherwise agrees to issue Letters of Credit hereunder in accordance with the terms of this Agreement, in its capacity as an issuer of Letters of Credit hereunder, and its respective successors in such capacity as provided in

Section 2.06(i). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of similar creditworthiness of such Issuing Bank, in which case the term “Issuing

Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. The Borrower, the Administrative Agent and any Lender may agree that any Lender may issue Letters of Credit hereunder, in which case the term

“Issuing Bank” shall include such Lender with respect to the Letters of Credit issued by such Lender, and each reference to “Issuing Bank” shall mean the applicable Issuing Bank or all Issuing Banks, as the context may

require.

“Judgment Currency” has the meaning assigned to such term in Section 9.19.

“Laws” means, collectively, all international, foreign, 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.

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of

Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time (including, for the avoidance of doubt, the Dollar Equivalent of the amounts set

forth in clauses (a) and (b) above, if applicable). The LC Exposure of any Lender at any time shall be its Revolving Percentage of the total LC Exposure at such time.

“LC Issuing Bank Exposure” means, at any time with respect to a

given Issuing Bank, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued by such Issuing Bank at such time plus (b) the aggregate amount of all LC Disbursements under Letters of Credit issued by

such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time (including, for the avoidance of doubt, the Dollar Equivalent of the amounts set forth in clauses (a) and (b) above, as applicable).

“Lead Arranger/Bookrunner” means Citigroup Global Markets Inc. (on behalf of Citigroup Global Markets Inc.,

Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or certain of their domestic Affiliates), as the Lead Arranger/Bookrunner under this Agreement.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a

subsidiary.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have

become a party hereto pursuant to Section 2.04 or an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires,

the term “Lenders” includes each Issuing Bank.

“Letter of Credit” means any standby letter of

credit issued pursuant to this Agreement or a commercial or trade letter of credit, if agreed to by any Issuing Bank in its sole discretion. The foregoing shall not constitute a commitment by any Issuing Bank to issue any commercial or trade letter

of credit. A Letter of Credit may be issued in any Approved Currency.

“Letter of Credit Report” means a report

of outstanding Letters of Credit and information related thereto in form set forth as Exhibit G attached hereto.

“Letter of Credit Sublimit” has the meaning assigned to such term in Section 2.06(b).

“Leverage Ratio” means, as of any date of determination, the ratio (expressed as a percentage) of (a) the

aggregate amount of Indebtedness for borrowed money of the Borrower and its Subsidiaries (measured excluding any guarantee of such Indebtedness incurred by the Borrower and its Subsidiaries) minus the amount of cash and Cash Equivalents of

the Borrower and its Subsidiaries to (b) Gross Asset Value.

“Lien” means, with respect to any asset, any

mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, easement, security interest, or any other encumbrance, charge or transfer of, or any agreement to enter into or create any of the foregoing, on or affecting all or any

portion of such asset or any interest therein, or any direct or indirect interest in the Borrower or any other Loan Party, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic

effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, but excluding any UCC financing statement filed as a fixture filing, mortgage, deed of trust

or deed to secure debt, in each case, in respect of third party indebtedness which has been repaid in full and all commitments, security interests and guarantees in connection therewith which have been terminated and released, for no more than

seventy-five (75) days after such repayment.

“Loan Documents” means this Agreement, including, without

limitation, schedules and exhibits hereto, the Notes (if any), each Guaranty, the Pledge Agreement, the other Collateral Documents and any other agreements entered into in connection herewith or therewith, including any amendments, modifications or

supplements hereto or thereto or waivers hereof or thereof.

“Loan Parties” means the Borrower and the

Guarantors.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Management Stockholders” means the future, present and former members of management, employees, directors,

officers, managers, members or partners (and their Controlled Investment Affiliates and Immediate Family Members) of the Borrower or any of its Subsidiaries who are investors in the Borrower or any direct or indirect parent thereof including any

such future, present or former employees, directors, officers, managers, members or partners owning through an Equityholding Vehicle.

“Mandatory Prepayment Amount” has the meaning assigned to such term in Section 2.11(e).

“Mandatory Prepayment Event” has the meaning assigned to such term in

Section 2.11(e).

“Master Agreement” has the meaning assigned to such term in the

definition of “Swap Agreement”.

“Material Adverse Effect” means (a) a material adverse effect

on the business, operations, properties or condition (financial or otherwise) of the Loan Parties and their respective Subsidiaries taken as a whole, (b) a material impairment of the ability of the Loan Parties, taken as a whole, to perform any

of their obligations under any Loan Document or (c) a material adverse effect on the validity or enforceability of any of the Loan Documents.

“Material Indebtedness” means Indebtedness of any Loan Party (other than (a) the Loans and Letters of Credit,

(b) Nonrecourse Indebtedness, (c) any Indebtedness of any non-Guarantor, (d) any guarantee provided with respect to the foregoing clauses (a) through (c), (e) any obligations in respect of

letters of credit and (f) any obligations under Swap Agreements), of any one or more of the Loan Parties in an aggregate principal amount exceeding the Threshold Amount.

“Maturity Date” means, May 15, 2030, subject to extension as provided in

Section 2.21(b); provided that solely with respect to Loans and Commitments extended pursuant to Section 2.21(a), the Maturity Date applicable thereto shall be as set forth in

Section 2.21(a); provided that if such date is not a Business Day, then the applicable Maturity Date shall be the preceding Business Day.

“Maximum Leverage Ratio” has the meaning assigned to such term in Section 4.02(c).

“Maximum Prepayment Period” means a period commencing with the occurrence of a Mandatory Prepayment Event and ending

on the date on which the Leverage Ratio no longer exceeds the Maximum Leverage Ratio or the Borrower shall have caused a Sponsor Guaranty to be provided in an amount set forth in Section 2.11(e).

“Monthly RFR Interest Election” has the meaning specified in the

definition of “Interest Payment Date”.

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

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

“Net Worth” means, with respect to any Person, as of any date of determination, an amount equal to the aggregate of:

(a) the total assets of such Person whose Net Worth is being calculated (excluding any value attributable to the Collateral but including

(x) called (but not yet funded) capital commitments and Uncalled Capital Commitments, (y) any cash deposits made by such Person held by a seller of a property pursuant to a purchase and sale agreement with respect to such property until

and unless such deposit is (i) forfeited or (ii) applied toward the applicable purchase price under such purchase and sale agreement, and (z) amounts available to such Person under a Qualified Credit Line) and otherwise determined in

accordance with GAAP (or such other method of accounting reasonably acceptable to Administrative Agent), minus

(b) the total liabilities

of such Person (excluding any liabilities related to the Collateral or any liability under the Loan Documents) determined in accordance with GAAP (or such other method of accounting reasonably acceptable to Administrative Agent).

“New Revolving Commitments” has the meaning assigned to such term in Section 2.04.

“New Revolving Loan Lender” has the meaning assigned to such term in Section 2.04.

“Non-Consenting Lender” has the meaning assigned to

such term in Section 9.02(e).

“Non-Financing Lease

Obligation” means a lease obligation that is not required to be accounted for as a financing or capital lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP. For the

avoidance of doubt, a straight-line or operating lease shall be considered a Non-Financing Lease Obligation.

“Non-Wholly-Owned Subsidiary” means any consolidated Subsidiary of the

Borrower which is not a Wholly-Owned Subsidiary of the Borrower.

“Nonrecourse Indebtedness” means, with respect

to any Person, Indebtedness for borrowed money (or guarantees of obligations in respect thereof) of which recourse for payment is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness (and for the

avoidance of doubt, including customary exceptions for fraud, misapplication of funds, misrepresentation, waste, environmental indemnities, prohibited transfers, violation of “special purpose entity” covenants, bankruptcy, insolvency,

receivership or other similar events and other similar exceptions to recourse liability); provided that in the event any such recourse claim is made with respect thereto, the portion of such Indebtedness in an amount equal to the amount of such

recourse claim shall no longer constitute “Nonrecourse Indebtedness” for the period that such portion is subject to such recourse claim.

“Notes” means each of the promissory notes, if any, made by

the Borrower to evidence the Obligations in accordance with Section 2.10(e).

“Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the

Loans and LC Disbursements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or

post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower and each Guarantor to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to

become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, or any other document made, delivered or given in connection herewith or

therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid

by the Borrower pursuant hereto) or otherwise and all obligations of the Borrower or any Subsidiary arising under any Secured Hedge Agreement or any Treasury Services Agreement (including, in each case, all interest, fees and other amounts accruing

after the filing of any petition in bankruptcy, or commencement of any insolvency, reorganization or like proceeding, relating to the Borrower or any Subsidiary in respect of such Secured Hedge Agreement or Treasury Services Agreement, whether or

not a claim for post-filing or post-petition interest, fees or other amounts is allowed in such proceeding). Notwithstanding the foregoing, the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement or any Treasury Services

Agreement shall be secured and guaranteed pursuant to the Pledge Agreement and each Guaranty only to the extent that, and for so long as, the other Obligations are so secured and guaranteed. Notwithstanding the foregoing, Obligations of any

Guarantor shall in no event include any Excluded Swap Obligations of such Guarantor.

“OFAC” means Office of

Foreign Assets Control of the United States Department of the Treasury.

“Other Connection Taxes” means, with

respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to,

performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document or Letter of Credit, or sold or assigned an interest in any Loan or

Loan Document or Letter of Credit).

“Other Taxes” means all present or future stamp, court or documentary,

intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect

to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“Overnight Rate” means, for any day, (a) with respect to any

amount denominated in Dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent, the applicable Issuing Bank, as the case may be, to be customary in the place of

disbursement or payment for the settlement of international banking transactions, and (b) with respect to any amount denominated in an Approved Foreign Currency, an overnight rate determined by the Administrative Agent or the applicable Issuing

Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions.

“Parent Guarantor” means, (i) initially, BXDC, or (ii) at any time there is a Successor Parent Guarantor,

such Successor Parent Guarantor.

“Participant” has the meaning assigned to such term in

Section 9.04(c).

“Participant Register” has the meaning assigned to such term

in Section 9.04(c).

“Payment Recipient” has the meaning assigned to such term in

Section 8.12(a).

“PBGC” means the Pension Benefit Guaranty Corporation referred to

and defined in ERISA and any successor entity performing similar functions.

“Periodic Term CORRA Determination

Day” has the meaning assigned to it under the definition of “Term CORRA”.

“Periodic Term SOFR

Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted

Encumbrances” means:

(a) Liens imposed by law for Taxes, impositions, charges, liens or fees levied or assessed or imposed

against a property by a Governmental Authority in connection with code violations, and any other charges levied or assessed or imposed against a property or any part thereof, in each such case, that are not yet delinquent or are being contested in

compliance with Section 5.04;

(b) Statutory Liens of carriers’, warehousemen’s, mechanics’,

materialmen’s, repairmen’s and other like Liens imposed by law, (i) securing obligations that are not overdue by more than sixty (60) days after which the Borrower receives notice, (ii) are being contested or bonded over

in compliance with Section 5.04, (iii) relate to tenant improvements and with respect to which the applicable Subsidiary is diligently enforcing its rights under a tenant lease to have removed by the applicable tenant, or

(iv) if not resolved in favor of the applicable Subsidiary, is not reasonably likely to result in a material impairment of the value of the asset subject to such Lien;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and

other social security laws or regulations;

(d) the rights of tenants under leases or subleases not interfering with the ordinary conduct

of business of the Borrower (including any such rights of first refusal, rights of first offer and tenant options which are granted to tenants thereunder);

(e) Liens (i) of a collection bank arising under

Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, and

(iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of set-off) and which are

within the general parameters customary in the banking industry;

(f) deposits to secure the performance of bids, trade contracts, leases,

statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(g) (i) judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(k)

or (ii) liens securing appeal or other surety bonds related to such judgments;

(h) Liens (i) on earnest money deposits in

connection with purchases and sales of properties, (ii) on cash advances in favor of the seller of any property to be acquired in an investment permitted pursuant to this Agreement, or (iii) consisting of an agreement to dispose of any

property;

(i) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any

Subsidiary in the ordinary course of business;

(j) Liens deemed to exist in connection with investments in repurchase agreements to the

extent not prohibited under this Agreement;

(k) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of

the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary; and

(l) obligations of any

Subsidiary under a ground lease or other lease; and

(m) Liens securing Indebtedness to the extent not prohibited to be incurred under

this Agreement.

“Permitted Holders” has the meaning ascribed to such term in the definition of “Change in

Control”.

“Person” means any natural person, corporation, limited liability company, trust, joint

venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee

pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were

terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreement” means the Pledge Agreement in the form of

Exhibit I or any other form reasonably satisfactory to the Administrative Agent that may be executed and delivered after the Effective Date, by the Loan Parties party thereto and the Administrative Agent for the benefit of the Secured

Parties, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Prepayment

Cap” has the meaning set forth in Section 2.11(e).

“Prime Rate” means

the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal

Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent) or any

similar release by the Federal Reserve Board (as reasonably determined by the Administrative Agent).

“Principal

Amount” means (i) the principal amount of each Dollar Denominated Loan or the stated amount of each Dollar Denominated Letter of Credit or LC Exposure with respect thereto, as applicable, and (ii) the Dollar Equivalent of the

principal amount of each Foreign Currency Denominated Loan and the stated amount of each Foreign Currency Denominated Letter of Credit or LC Exposure with respect thereto, as the context may require.

“Pro-Rata Share” means, with respect to any Lender, the percentage of the

total Revolving Credit Exposure and unused Commitments represented by such Lender’s Revolving Credit Exposure and unused Commitments.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption

may be amended from time to time.

“QFC” has the meaning assigned to the term “qualified financial

contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support”

has the meaning assigned to such term in Section 9.18.

“Qualified Credit Line” means a line of credit

extended by either (x) an Eligible Institution, or (y) a depository institution, insurance company, bank, investment bank, trust company, commercial credit corporation, pension plan, pension fund, real estate investment trust, governmental

entity or plan or pension plan that is investment grade or otherwise reasonably approved by the Administrative Agent, in favor of the applicable entity.

“Quarterly RFR Interest Election” has the meaning specified in the definition of “Interest Payment

Date”.

“Real Property” means, collectively, all right, title and interest (including any fee, easement,

leasehold, license, mineral or other estate) in and to any and all parcels of or interests in real property owned, used or leased by any Person, whether by lease, easement, license or other means, together with, in each case, all easements,

hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment thereon, all general intangibles and contract rights and other property and rights incidental to the ownership, lease, use or operation

thereof.

“Recipient” means (a) the Administrative Agent, (b) any

Lender and (c) any Issuing Bank, as applicable.

“Register” has the meaning assigned to such term in

Section 9.04(b)(iv).

“REIT” means a domestic trust or corporation that qualifies as a

real estate investment trust under the provisions of § 856, et seq. of the Code or any successor provisions.

“Related

Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, partners, agents and advisors and other representatives of such Person and such Person’s

Affiliates.

“Replacement Sponsor Guarantor” means any Affiliate of the Sponsor (other than the Parent

Guarantor) with minimum Net Worth (at the time it provides a Sponsor Guaranty) of not less than $2.0 billion; provided that in the event a Sponsor Guaranty is provided by more than one Replacement Sponsor Guarantor and/or Sponsor

Guarantor, minimum Net Worth shall be calculated on an aggregate basis for all Persons providing such Sponsor Guaranty; provided, further, that in the case a Sponsor Guaranty is provided by several Replacement Sponsor Guarantors and/or

Sponsor Guarantors on a several and not joint basis, minimum Net Worth of each such Replacement Sponsor Guarantor shall not be less than the product of (x) $2.0 billion, multiplied by (y) the percentage of the aggregate amount of such

Sponsor Guaranty guaranteed by such Replacement Sponsor Guarantor.

“Required Delivery Date” has the meaning

assigned to such term in Section 5.09(a).

“Required Lenders” means, at any time,

Lenders having Revolving Credit Exposures and unused Commitments representing more than fifty percent (50%) of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that, in the event any of the Lenders

shall be a Defaulting Lender, then for so long as such Lender is a Defaulting Lender, “Required Lenders” means Lenders (excluding all Defaulting Lenders) having Revolving Credit Exposures and unused Commitments representing more than

fifty percent (50%) of the sum of the total Revolving Credit Exposures and unused Commitments of such Lenders (excluding all Defaulting Lenders) at such time.

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

Resolution Authority.

“Restricted Payment” means any dividend or other distribution (whether in cash,

securities or other property) with respect to any Equity Interests in the Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,

acquisition, cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower.

“Revaluation Date” means (a) with respect to any Revolving Loan, each of the following: (i) each date of a

Borrowing of a Daily Simple RFR Loan or a Term Benchmark Loan denominated in an Approved Foreign Currency, as applicable, (ii) each date of a continuation of a Term Benchmark Loan, as applicable, denominated in an Approved Foreign Currency

pursuant to

Section 2.02, (iii) each Interest Payment Date in respect of a Daily Simple RFR Loan and (iv) such additional dates as the Administrative Agent shall determine or

the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Approved Foreign Currency, (ii) each date of an amendment of

any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by an Issuing Bank under any Letter of Credit denominated in an Approved Foreign Currency and (iv) such additional dates as the

Administrative Agent or an Issuing Bank shall determine or the Required Lenders shall require.

“Revolving

Borrowing” means a Borrowing of Revolving Loans.

“Revolving Commitments” means, with respect to

each Lender, the commitment of such Lender to (a) make Revolving Loans and (b) acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit

Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.04, and (c) reduced or

increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Additional

Credit Extension Amendment or the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments as of the Effective Date

is $1,000,000,000.

“Revolving Credit Exposure” means, with respect to any Revolving Lender at any time, the sum

of the outstanding Principal Amount of such Lender’s Revolving Loans and LC Exposure at such time.

“Revolving

Facility” means the Revolving Commitments and the Revolving Loans made, and Letters of Credit issued, thereunder.

“Revolving Lender” means a Lender with a Revolving Commitment or Revolving Credit Exposure.

“Revolving Loan” means a Loan made pursuant to Section 2.01 and

Section 2.03.

“Revolving Percentage” means, with respect to any Revolving Lender, the

percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Revolving Percentages shall be determined based upon the Revolving Commitments most

recently in effect, giving effect to any assignments.

“Revolving Unused Facility Fee” has the meaning assigned

to such term in Section 2.12(a).

“RFR Business Day” means, for any

Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business

in London and (b) Canadian Dollars, any day except for (i) a Saturday, (ii) a Sunday or (iii) any day on which banks are required or authorized to close in Toronto, Province of Ontario, Canada.

“RFR Interest Election” means, at the election of the Borrower,

either a Monthly RFR Interest Election or a Quarterly RFR Interest Election.

“RFR Rate Day” has the meaning

specified in the definition of “Daily Simple RFR.”

“Same Day Funds” means (a) with respect to

disbursements and payments in Dollars immediately available funds, and (b) with respect to disbursements and payments in an Approved Foreign Currency, same day or other funds as may be determined by the Administrative Agent or the applicable

Issuing Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Approved Foreign Currency.

“S&P” means S&P Global Ratings, or any successor thereto.

“Sanctions Laws and Regulations” means any sanctions, prohibitions, restrictive measures or requirements

administered, imposed or enforced by the United States Government (including, without limitation, OFAC and the U.S. Department of State), the United Nations Security Council, the European Union or His Majesty’s Treasury.

“Screen Rate” means, for any Term Benchmark Loan denominated in Dollars, Term SOFR, for any Term Benchmark Loan

denominated in euros, the EURIBOR Rate and for any Term Benchmark Loan denominated in Canadian Dollars, Term CORRA.

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

“Secured Hedge Agreement” means any Swap Agreement that is entered into by and between the Borrower or any

Subsidiary and any Approved Counterparty (unless otherwise designated in writing by the Borrower and the applicable Approved Counterparty to the Administrative Agent as unsecured, which notice may designate all Swap Agreements under a specified

Master Agreement as unsecured).

“Secured Parties” means, collectively, the Administrative Agent, the Lenders,

the Issuing Banks and any Approved Counterparty party to a Secured Hedge Agreement or Treasury Services Agreement.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal

Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

“SOFR Determination Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“Solvent” when used with respect to any Person, means that, as of any date of determination, with respect to such

Person and its subsidiaries on a consolidated basis, (a) the fair saleable value of its assets is in excess of the total amount of its liabilities (including, without limitation, contingent liabilities); (b) the present fair saleable value of

its assets is greater than the probable liability on its existing debts as such debts become absolute and matured; (c) it is then able and expects to be able to pay its debts (including, without limitation, contingent debts and other

commitments) as they mature; and (d) it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

“SONIA” means a rate equal to the Sterling Overnight Index Average

as administered by the SONIA Administrator.

“SONIA Administrator” means the Bank of England (or any successor

administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of

England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“Sponsor” means, collectively, BXDC and/or any of its Affiliates and funds or partnerships managed or advised by

them or their respective Affiliates or any of their respective successors, but not including, however, any portfolio company of any of the foregoing.

“Sponsor Guarantor” means any Sponsor other than the Parent Guarantor; provided that such Person has a

minimum Net Worth (at the time it provides a Sponsor Guaranty) that is not less than $2.0 billion; provided, further, that (x) in the event a Sponsor Guaranty is provided by more than one Sponsor Guarantor and/or Replacement

Sponsor Guarantor, minimum Net Worth shall be calculated on an aggregate basis for all Persons providing such Sponsor Guaranty and (y) in the case a Sponsor Guaranty is provided by several Sponsor Guarantors and/or Replacement Sponsor

Guarantors on a several and not joint basis, minimum Net Worth of each such Sponsor Guarantor shall not be less than the product of (x) $2.0 billion, multiplied by (y) the percentage of the aggregate amount of such Sponsor Guaranty

guaranteed by such Sponsor Guarantor.

“Sponsor Guaranty” has the meaning set forth in

Section 2.11(e).

“Spot Rate” for a currency means (a) the rate for the purchase

of such currency with another currency determined by the Administrative Agent or the Issuing Bank, as applicable, by reference to the applicable OANDA page (or such other publicly available source for displaying exchange rates as determined by the

Administrative Agent or the applicable Issuing Bank, as applicable, from time to time) at approximately 11:00 a.m. New York City time on the date two Business Days prior to the date as of which the foreign exchange computation is made or (b) if

such service ceases to be available or ceases to provide such rate of exchange, the rate determined by the Administrative Agent or the Issuing Bank, as applicable, 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. New York City time on the date two Business Days prior to the date as of which the foreign exchange

computation is made; provided that, in the case of this clause (b), the Administrative Agent or the Issuing Bank may obtain such spot rate from another financial institution designated by the Administrative Agent or the Issuing Bank if the

Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the Issuing Bank may use such spot rate quoted on the date as of which the foreign

exchange computation is made in the case of any Letter of Credit denominated in an Approved Currency.

Any determination of the Spot Rate by the Administrative Agent or the applicable Issuing Bank shall be conclusive absent manifest error.

“Sterling” and “£” mean freely transferable lawful money of the United Kingdom

(expressed in pounds sterling).

“subsidiary” means, with respect to any Person (the

“parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial

statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership

interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such

date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any direct or indirect subsidiary of the Borrower. For the avoidance of doubt, any entity that is

owned at a 50.0% or less level (as described above) shall not be a “Subsidiary” for any purpose under this Agreement, regardless of whether such entity is consolidated on the Borrower’s or any Subsidiary’s or any direct or

indirect parent’s financial statements.

“Successor Benchmark Rate” has the meaning set forth in

Section 2.14(c).

“Supported QFC” has the meaning assigned to it in

Section 9.18.

“Swap” means, any agreement, contract or transaction that constitutes a

“swap” within the meaning of Section 1(a)(47) of the Commodity Exchange Act.

“Swap Agreement”

means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price

or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap

transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such

transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published

by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master

Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap

Obligation” means, with respect to any Person, any obligation to pay or perform under any Swap Agreement.

“TARGET Day” means any day on which the Trans-European Automated

Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007 is open for the settlement of payments in euros.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup

withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans

comprising such Borrowing, are bearing interest at a rate determined by reference to the Term Benchmark Rate; provided, however, that any Loan or Borrowing bearing interest at a rate determined by reference to clause (c) of the

definition of “Alternate Base Rate” shall not constitute a Term Benchmark Loan or Borrowing, but an ABR Loan or Borrowing, as applicable.

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

“Term Benchmark Loan” means a Loan that bears interest at a rate based on the Term Benchmark Rate other than

pursuant to clause (c) of the definition of “Alternate Base Rate”.

“Term Benchmark Rate”

means, with respect to any Term Benchmark Borrowing for any Interest Period, the rate per annum equal to Screen Rate.

“Term

CORRA” means, for any calculation with respect to a Term Benchmark Loan denominated in Canadian Dollars, the Term CORRA Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic

Term CORRA Determination Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any

Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and Term CORRA has not been replaced pursuant to Section 2.14, then Term CORRA will be the Term

CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Business Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first

preceding Business Day is not more than three (3) Business Days prior to such Periodic Term CORRA Determination Day; provided, however, if the Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator more than

three (3) Business Days prior to such Periodic Term CORRA Determination Day, then Term CORRA will be the interest rate (expressed as a rate per annum on the basis of a year of 365 days) for a comparable tenor quoted by the Administrative Agent

as of such Periodic Term CORRA Determination Day; provided that, if Term CORRA determined as provided above shall ever be less than the 0%, then Term CORRA shall be deemed to be 0%.

“Term CORRA Administrator” means CanDeal Benchmark Administration Services Inc., TSX Inc., or any successor

administrator.

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

“Term SOFR” means,

(a) for any calculation with respect to a Term Benchmark Loan denominated in Dollars, the Term SOFR Reference Rate for a tenor comparable to

the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is

published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term

SOFR Administrator, then at the option of the Borrower, (i) Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such

Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such

Periodic Term SOFR Determination Day or (ii) the Term SOFR for each day of the applicable Interest Period shall be deemed to equal Daily Simple SOFR for such day, and

(b) for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,

the “ABR SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m.

(New York City time) on any ABR SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by

the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities

Business Day is not more than five (5) U.S. Government Securities Business Days prior to such ABR SOFR Determination Day;

provided that, if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause

(b) above) shall ever be less than the 0%, then Term SOFR shall be deemed to be 0%.

“Term SOFR

Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate as mutually agreed by the Administrative Agent and the Borrower).

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

“Threshold Amount” means the lesser of (a) the greater of $250,000,000 and 2.0% of Gross Asset

Value and (b) $400,000,000.

“Transaction Costs” means any fees or expenses incurred or paid by the Sponsor or

other investors, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions, this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.

“Transactions” means (a) the execution, delivery and

performance by the Borrower and the other Loan Parties of this Agreement and the other Loan Documents, (b) the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, (c) the payment of the fees

and expenses incurred in connection with any of the foregoing (including the Transaction Costs) and (d) the consummation of any other transaction in connection with the foregoing.

“Treasury Services Agreement” means any (i) agreement between the Borrower or any Subsidiary and any Approved

Counterparty relating to treasury, depository, credit card, debit card, stored value cards, purchasing or procurement cards and cash management services or automated clearinghouse transfer of funds or any overdraft or similar services or

(ii) any arrangements relating to bilateral letters of credit (including standby and documentary letters of credit, other than any Letters of Credit) and bank guarantees provided to the Borrower or any Subsidiary by any Approved Counterparty

described in clause (i) of the definition thereof.

“Type”, when used in reference to any Loan or

Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Term Benchmark Rate, Daily Simple RFR or the Alternate Base Rate.

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits,

International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended

from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which

includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having

responsibility for the resolution of any UK Financial Institution.

“Unaudited Financial Statements” means the

unaudited consolidated balance sheet and related unaudited statements of operations, comprehensive income (loss), equity and cash flows of the Consolidated Group as of the end of and for such fiscal quarter ended March 31, 2026, prepared in

accordance with GAAP (except (x) as may be indicated in the notes thereto, (y) for normal year-end adjustments and (z) as permitted by GAAP).

“Uncalled Capital Commitments” means, with respect to any Person, the amount of any available uncalled capital

commitments of such Person that are payable in cash, are required to be contributed to such Person and that are callable on a current basis from any direct or indirect investor (whether foreign or domestic) that (i) is not subject to a

proceeding under the Bankruptcy Code and (ii) is not in default under a material provision of their respective subscription agreements, limited partnership agreement of such Person or any other agreement related to the making of such capital

contributions.

“U.S. Government Securities Business

Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the

entire day for purposes of trading in United States government securities.

“U.S. Person” means a “United

States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regime” has the meaning assigned to it in

Section 9.18.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in

Section 2.17(e)(ii)(B)(3).

“Voluntary Extension Option” has the meaning assigned to

such term in Section 2.21(a).

“Wholly-Owned Subsidiary” means, with respect to any

entity on any date, any corporation, partnership, limited liability company or other entity of which one hundred percent (100%) of the equity interests and one hundred percent (100%) of the ordinary voting power are, as of such date, owned and

Controlled, directly or indirectly, by such entity. Unless otherwise specified, all references herein to a “Wholly-Owned Subsidiary” or to “Wholly-Owned Subsidiaries” shall refer to a Wholly-Owned Subsidiary or Wholly-Owned

Subsidiaries of the Borrower.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a

complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means any Loan Party, the Administrative Agent and any other applicable withholding agent.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and

conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel,

reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any

other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that

Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02

Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g., a “Term Benchmark Loan” or “Term Benchmark

Borrowing”).

SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to

the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and

“including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. With respect to a reference to

any date, the word “from” shall mean “from and including” such date and the word “until” shall mean “until but excluding such date”. Unless the context requires otherwise (a) any definition of or

reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such

amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and

“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be

construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all

tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and (f) any reference to any law, rule or regulation shall mean such law, rule or regulation as amended, modified, replaced or supplemented

from time to time. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of

assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of or with a

separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary or any other like term shall also constitute such a Person or entity).

SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature

shall be construed in accordance with GAAP, as in effect from time to time. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and

ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value

any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein.

SECTION 1.05

Additional Approved Currencies.

(a) The Borrower may from time to time request that Revolving Loans be made, and/or Letters of

Credit be issued, in a currency other than those specifically listed in the definition of “Approved Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily transferable and readily

convertible into Dollars in the applicable interbank market. Such request shall be subject to the approval of the Administrative Agent and the Revolving Lenders; and, in the case of any such request with respect to the issuance of Letters of Credit,

such request shall also be subject to the approval of the applicable Issuing Bank.

(b) Any such request shall be made to the Administrative Agent not later than

11:00 a.m. (New York time) five (5) Business Days prior to the date of the desired Borrowing or issuance of a Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request

pertaining to Letters of Credit, the applicable Issuing Bank, in its or their sole discretion). In the case of any such request pertaining to Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and in the

case of any such request pertaining to Letters of Credit, the Administrative Agent shall also promptly notify the applicable Issuing Bank thereof. Each Revolving Lender and the applicable Issuing Bank (in the case of a request pertaining to Letters

of Credit) shall notify the Administrative Agent, not later than 11:00 a.m. (New York time), two (2) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Revolving Loans or the issuance of

Letters of Credit, as the case may be, in such requested currency.

may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Lender or Issuing Bank, as the case may be, to permit Revolving Loans to be made or Letters of Credit to

be issued in such requested currency. If the Administrative Agent and all the Revolving Lenders consent to making Revolving Loans in such requested currency, the Administrative Agent shall so notify Borrower and such currency shall thereupon be

deemed for all purposes to be an Approved Currency hereunder for purposes of any Borrowing of Revolving Loans; and if the applicable Issuing Bank also consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent

shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Approved Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request

for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrower.

SECTION 1.06 Dollar Equivalents. The Administrative Agent or the applicable Issuing Bank, as applicable, shall determine the Dollar Equivalent

amounts of any Loan or Letter of Credit denominated in an Approved Foreign Currency. Such Dollar Equivalent shall become effective as of a Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur.

Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any Approved Foreign Currency for purposes of the Loan

Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable Issuing Bank, as applicable.

ARTICLE II

The Credits

SECTION 2.01 Commitments. Subject to the terms and conditions set forth herein (including the satisfaction of each of the

conditions set forth in Section 4.02), each Revolving Lender severally agrees to make Revolving Loans in any Approved Currency to the Borrower from time to time during the Availability Period in an aggregate Principal

Amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay

and reborrow Revolving Loans.

SECTION 2.02 Loans and Borrowings. (a) Each Revolving Loan shall be made as part

of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Revolving Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its

obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, each Revolving Borrowing shall be comprised (A) in the case of Borrowings

denominated in Dollars, entirely of ABR Loans or Term Benchmark Loans, (B) in the case of Borrowings denominated in euros or Canadian Dollars, entirely of Term Benchmark Loans or Daily Simple RFR Loans and (C) in the case of Borrowing

denominated in Sterling, entirely of Daily Simple RFR Loans, in each case, as the Borrower may request in accordance herewith. So long as doing so would not result in any increased costs to which the Borrower would be responsible for under

Section 2.15, each Lender at its option may make any Term Benchmark Loan (or any ABR Loan the interest on which is computed by reference to clause (c) of the definition of “Alternate Base Rate”) by causing

any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an

integral multiple of (i) if such Revolving Loan is denominated in Dollars, $250,000 and not less than $1,000,000, (ii) if such Revolving Loan is denominated in euros, €250,000 and not less than €500,000 and (iii) if such

Revolving Loan is denominated in Canadian Dollars, C$250,000 and not less than C$500,000. At the time each Daily Simple RFR Loan is made, such Borrowing shall be in an aggregate amount that is an integral multiple of (i) if such Revolving Loan

is denominated in Sterling, £250,000 and not less than £500,000 and (ii) if such Revolving Loan is denominated in Canadian Dollars, C$250,000 and not less than C$500,000. At the time that each ABR Borrowing is made, such Borrowing

shall be in an aggregate amount that is an integral multiple of $250,000 and not less than $500,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or

that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time

be more than a total of fifteen (15) Term Benchmark Borrowings outstanding.

(d) Notwithstanding any other provision of this

Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03 Requests for Borrowings. To request a Borrowing of Revolving Loans, the Borrower shall notify the Administrative Agent of

such request (a) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Borrowing

(including any ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e)), not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing, (c) in the case

of a Term Benchmark Borrowing denominated in euros,

not later than 1:00 p.m., New York time, four (4) Business Days before the date of the proposed Borrowing (or such shorter period as may be agreed by the Administrative Agent, if

administratively possible), (d) in the case of a Term Benchmark Borrowing denominated in Canadian Dollars, not later than 1:00 p.m., New York time, four (4) Business Days before the date of the proposed Borrowing (or such shorter period as may

be agreed by the Administrative Agent, if administratively possible) or (e) in the case of a Daily Simple RFR Borrowing, not later than 1:00 p.m., New York time, five (5) RFR Business Days before the date of the proposed Borrowing (or such

shorter period as may be agreed by the Administrative Agent, if administratively possible); provided that the notice referred to in subclause (a) above may be delivered no later than two (2) Business Days prior to the

Effective Date in the case of the initial Borrowing of Revolving Loans on the Effective Date. Each such Borrowing Request shall be irrevocable and shall be made promptly by hand delivery, or delivery through email or an electronic platform or

electronic transmission system approved by the Administrative Agent, to the Administrative Agent of a written Borrowing Request and signed by an Authorized Officer. Each such written Borrowing Request shall specify the following information in

compliance with Section 2.02:

(i) the aggregate principal amount of the requested Borrowing;

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

(iii) whether such Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or a Daily Simple RFR Borrowing;

(iv) the relevant Approved Currency in which such Borrowing is to be denominated;

(v) in the case of a (x) Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a

period contemplated by the definition of the term “Interest Period” or (y) Daily Simple RFR Borrowing, the RFR Interest Election applicable thereto; and

(vi) the location and account number of the account to which funds are to be disbursed, which shall comply with the

requirements of Section 2.07.

If no election as to the Type of Revolving Borrowing is specified, then the requested Borrowing

shall be an ABR Borrowing made in Dollars. If no election as to the Approved Currency of a Loan is specified, then the requested Borrowing shall be made in Dollars. If no Interest Period is specified with respect to any requested Term Benchmark

Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no RFR Interest Election is specified with respect to any requested Daily Simple RFR Borrowing, then the Borrower shall be deemed to

have selected a Monthly RFR Interest Election. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan

to be made as part of the requested Borrowing.

SECTION 2.04 Incremental Facilities.

(a) On one or more occasions at any time after the Effective Date, the Borrower may by written notice to the Administrative Agent elect to

request an increase to the existing Revolving Commitments (any such increase, the “New Revolving Commitments” or the “Incremental Commitments”), to an aggregate amount of Revolving Commitments not

to exceed (after giving effect to all Incremental Commitments) $4,000,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments

shall be effective, which shall be a date not less than five (5) Business Days (or such lesser number of days as the Administrative Agent shall agree) after the date on which such notice is delivered to the Administrative Agent; provided

that (w) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (or such lesser amount as the Administrative Agent may agree),

(x) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (y) any Lender or other Person that is an Eligible Assignee (each,

a “New Revolving Loan Lender”) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and, if the consent of such Person would be required under

Section 9.04(b) for assignments to such New Revolving Loan Lender, the Administrative Agent (such approval not to be unreasonably withheld or delayed) and the Issuing Banks (such approval not to be unreasonably withheld or

delayed); provided that an Issuing Bank shall be deemed to have approved such New Revolving Loan Lender unless it shall have objected thereto by written notice to the Administrative Agent within three (3) Business Days after having received

notice thereof.

(b) The terms and provisions of any New Revolving Commitments shall be identical to the existing Revolving Commitments

(but excluding any arrangement fees and/or non-periodic upfront fees payable to the applicable New Revolving Loan Lenders). Upon incurrence of any New Revolving Commitments, such New Revolving Commitments and

the then-existing Revolving Commitments shall constitute a single class and a single tranche. In connection with the incurrence of any New Revolving Commitments, any related upfront, arrangement or other fees (if any) and the amounts thereof shall

be determined by the Borrower and the applicable New Revolving Loan Lenders in their sole discretion.

Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments

and borrowings and the use of proceeds thereof, (i) no Event of Default shall have occurred and be continuing and (ii) Borrower shall be in compliance on a pro forma basis with the Availability Criteria; (y) the representations and

warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly

relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) or are qualified by materiality or Material Adverse Effect (in which case

such representations and warranties shall be true and correct in all respects) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received

each of the following, in form and substance reasonably satisfactory to the Administrative

Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the

Borrower to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Guarantor authorizing the Guaranty by such Guarantor of such Incremental Commitments; and (ii) if

requested by the Administrative Agent, customary certificates and certificates of good standing and (iii) if requested by any Lender, new notes executed by the Borrower, payable to any new Lender, and replacement notes executed by the Borrower,

payable to any existing Lenders.

(d) On any Increased Amount Date on which New Revolving Commitments are effected, subject to the

satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the

principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving

Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Commitments,

(ii) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (iii) each New Revolving Loan Lender shall become a Lender

with respect to its New Revolving Commitment and all matters relating thereto.

(e) [reserved].

(f) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and

in respect thereof the New Revolving Commitments and the New Revolving Loan Lenders, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section.

(g) The upfront fees payable to the New Revolving Loan Lenders shall be determined by the Borrower and the applicable New Revolving Loan

Lenders.

(h) The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and

delivered by the Borrower, the New Revolving Loan Lender and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such

amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.

SECTION 2.05 Reserved.

SECTION 2.06 Letters of Credit. (a) General. Subject to the terms and

conditions set forth herein (including the satisfaction of each of the conditions set forth in Section 4.02), the Borrower may request and the specified Issuing Bank shall issue Letters of Credit denominated in any Approved

Currency with the Borrower being the applicant thereof for the support of Borrower’s or the Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and such Issuing Bank, at any time and from time to time

during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered

into by the Borrower with, the applicable Issuing Bank relating to the applicable Letter of Credit, the terms and conditions of this Agreement shall control. For the avoidance of doubt, no Issuing Bank shall be obligated to issue any Letter of

Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or request that such Issuing Bank refrain from

issuing such Letter of Credit, or any Law applicable to such Issuing Bank shall prohibit the issuance of letters of credit generally or such Letter of Credit in particular or (ii) such issuance would violate the policies of such Issuing Bank

pertaining to letters of credit in general.

(b) Notice of Issuance, Amendment, Extension; Certain Conditions. To request the

issuance of a Letter of Credit (or the amendment, or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the

applicable Issuing Bank) to the Issuing Bank which is being requested to issue (or issued, in the case of an amendment or extension) the Letter of Credit and the Administrative Agent (reasonably in advance of the requested date of issuance,

amendment or extension, but in any event no later than 1:00 p.m., New York City time, on the date three (3) Business Days in advance or such shorter period as the applicable Issuing Bank shall agree to) a notice requesting the issuance of a

Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the identity of the Issuing Bank selected by the Borrower to issue such

Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the relevant Approved Currency in which such Letter of Credit is to be

denominated, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of

credit application on the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter

of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed the greater of (x) $250,000,000 and (y) 25.0% of the total Revolving

Commitments (the “Letter of Credit Sublimit”), (ii) the sum of the total Revolving Credit Exposures shall not exceed the total Revolving Commitments, (iii) the LC Issuing Bank Exposure of any Issuing Bank shall not

exceed the amount set forth for such Issuing Bank on Schedule 2.06(a) hereto (as such amount may be increased or decreased from time to time as agreed in writing between such Issuing Bank and the Borrower), unless agreed in writing by such Issuing

Bank and (iv) the total Revolving Credit Exposure of such Issuing Bank shall not exceed the amount of such Issuing Bank’s then Revolving Commitment.

(c) Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank that issued such

Letter of Credit to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year after the

then-current expiry date at the time of such extension, which extensions, subject to clause (ii) hereof, may be automatic

pursuant to the terms of such Letter of Credit; provided that any such automatically extending Letter of Credit shall permit the applicable Issuing Bank to prevent any such extension at

least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon by the Borrower and the

applicable Issuing Bank at the time such Letter of Credit is issued) and (ii) the date that is five (5) Business Days prior to the Maturity Date (subject to Section 2.06(m) below). Notwithstanding the foregoing, a

Letter of Credit may have an expiration date that is not more than twelve (12) months after the Maturity Date so long as (x) the Borrower shall provide cash collateral in the applicable Approved Currency or in Dollars to the Administrative

Agent pursuant to and in accordance with Section 2.06(j) or provide a backstop letter of credit (for a period until the relevant Letter of Credit is replaced or terminated) that the applicable Issuing Bank, in its sole

discretion, agrees to accept on or prior to ten (10) Business Days before the Maturity Date in an amount equal to the Dollar Equivalent of one hundred and one percent (101%) of the LC Exposure with respect to all such Letters of Credit with

expiry dates after the Maturity Date, (y) the obligations of the Borrower under this Section 2.06 in respect of such Letters of Credit shall survive the Maturity Date and shall remain in effect until no such Letters of

Credit remain outstanding and (z) each Lender shall remain obligated hereunder, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the Administrative

Agent after the Maturity Date until no such Letters of Credit remain outstanding.

(d) Participations. By the issuance of a Letter

of Credit (or an amendment to a Letter of Credit increasing the amount thereof) prior to the Maturity Date and without any further action on the part of the Issuing Bank that issued such Letter of Credit or the Lenders, such Issuing Bank hereby

grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Revolving Percentage of the aggregate amount available to be drawn under such

Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank that issued such Letter of Credit,

such Lender’s Revolving Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be

refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not

be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be

made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If the Issuing Bank that issued a

Letter of Credit shall make any LC Disbursement in respect of such Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in such Approved Currency (or, in

the case of any Foreign Currency Denominated Letter of Credit, if specified by the Issuing Bank (at its option), Dollars) not later than 2:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower shall have

received notice of such LC Disbursement; provided that (x) in the case of any such reimbursement in Dollars of a drawing under a Foreign Currency Denominated Letter of Credit, the Issuing Bank shall notify

the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof and (y) the Borrower may, subject to the conditions to borrowing set forth

herein, request in accordance with Section 2.03 that such payment be financed with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be

discharged and replaced by the resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower

(expressed in Dollars in the amount of the Dollar Equivalent thereof) in respect thereof and such Lender’s Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its

Revolving Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply,

mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank that issued a Letter of Credit the amounts so received by it from the Revolving Lenders. Each

Revolving Lender acknowledges and agrees that its obligation to make the payment pursuant to the immediately preceding sentence in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance

whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly

following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank that issued a Letter of Credit or, to the extent that Revolving

Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse

the Issuing Bank that issued a Letter of Credit for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph

(e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of

validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any

statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank that issued a Letter of Credit under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such

Letter of Credit, (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff

against, the Borrower’s obligations hereunder or (v) any adverse change in the relevant exchange rates or in the availability of the relevant Approved Foreign Currency to the Borrower or any Subsidiary or in the relevant currency markets

generally. Neither the Administrative Agent, the Lenders nor the Issuing Bank that issued a Letter of Credit, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of

any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or

delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error

in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of such Issuing Bank; provided that nothing in this Section shall be construed to excuse such Issuing Bank from liability

to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower

that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit issued by such Issuing Bank comply with the terms thereof. The parties hereto expressly

agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank that issued a Letter of Credit (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised

care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a

Letter of Credit issued by an Issuing Bank, such Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary,

or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The Issuing Bank issuing a Letter of Credit shall, promptly following its receipt thereof, examine all

documents purporting to represent a demand for payment under such Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment if Issuing Bank has

made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any

such LC Disbursement.

(h) Interim Interest. If the Issuing Bank that issued a Letter of Credit shall make any LC Disbursement,

then, unless the Borrower shall reimburse such LC Disbursement in full in the applicable Approved Currency (or, in the case of any Foreign Currency Denominated Letter of Credit, if specified by the Issuing Bank (at its option), Dollars) on the date

such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum

then applicable to ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest

accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the applicable

Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.

(i) Removal and Addition of an Issuing Bank.

(i) An Issuing Bank may be removed as an Issuing Bank at any time by written agreement among the Borrower, the Administrative

Agent and the Issuing Bank being removed. Any Issuing Bank may resign at any time by giving 30 days’ prior notice to the Administrative Agent and the Borrower; provided, that the Borrower may, at its sole expense and effort,

upon notice by the Borrower to such Issuing Bank and the Administrative Agent, require such Issuing Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in

Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement (including in its capacity as a Lender) to an

assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment). The Administrative Agent shall notify the Lenders of any such removal or resignation of an Issuing Bank. At the time any such

removal or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the removed Issuing Bank pursuant to Section 2.12(b). After the removal or resignation of an Issuing Bank

hereunder, (i) the removed or retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such

removal, but shall not be required to issue additional Letters of Credit and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such removed or retiring Issuing Bank as the context shall require.

(ii) A Lender may be added as an Issuing Bank at any time by written agreement among the Borrower, the Administrative Agent and

the Lender becoming an Issuing Bank, which shall set forth such Issuing Bank’s Letter of Credit commitment for purposes of clause (b)(iii) of this Section 2.06. The Administrative Agent shall notify the Lenders of any such addition of an

Issuing Bank. From and after the effective date of any such addition, (i) the new Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and

(ii) references herein to the term “Issuing Bank” shall be deemed to refer to such new Issuing Bank as the context shall require.

(j) Cash Collateralization. If (A) any Event of Default shall occur and be continuing, on the Business Day that the Borrower

receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure) demanding the deposit of

cash collateral pursuant to this paragraph, or (B) required by Section 2.06(c), the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the

Lenders, an amount in cash in Dollars equal to the Dollar Equivalent of one hundred and one percent (101%) of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash

collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in

Section 7.01(h) or (i). Such deposit shall be held by the Administrative Agent for the satisfaction of the LC Exposure. The Administrative Agent shall have exclusive dominion and control, including the exclusive

right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made in Cash Equivalents at the option and sole discretion of the Administrative Agent and at the Borrower’s

risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank ratably

(based on the unreimbursed LC Disbursements held by

each Issuing Bank) for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower

for the LC Exposure at such time. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the

Borrower within three (3) Business Days after all Events of Default have been cured or waived.

(k) Applicability of ISP and UCP;

Limitation of Liability. Unless otherwise expressly agreed by an Issuing Bank and the Borrower when a Letter of Credit is issued by such Issuing Bank, the rules of the ISP shall be stated therein to apply to each standby Letter of Credit, and

the rules of the UCP shall be stated therein to apply to each commercial Letter of Credit. Notwithstanding the foregoing, such Issuing Bank shall not be responsible to the Borrower for, and such Issuing Bank’s rights and remedies against the

Borrower shall not be impaired by, any action or inaction of such Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit issued pursuant to this Agreement, including

the law or any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking

Commission, the Bankers Association for Finance and Trade (BAFT), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(l) Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the

Dollar Equivalent of the stated amount of such Letter of Credit at such time.

SECTION 2.07 Funding of Borrowings. (a) Each

Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of Same Day Funds in the applicable currency by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated

by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly, but in no event later than 3:00 p.m., New York City time, crediting the amounts so received, in like funds, to an

account of the Borrower or other account designated by the Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)

shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b) Unless the Administrative Agent shall have received

notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such

share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of

the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and

including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the applicable Overnight Rate or (ii) in the case of the Borrower, the

interest rate applicable to ABR Loans, or in the case of Approved Foreign Currencies, in accordance with such market practice, in each case, as applicable. If such Lender pays such amount to the Administrative Agent, then such amount shall

constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08 Interest Elections. (a) Each Borrowing initially shall be of the

Type and Approved Currency specified in the applicable Borrowing Request and, in the case of a (x) Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request and (y) Daily Simple RFR Borrowing,

shall have the RFR Interest Election as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a (x) Term Benchmark Borrowing, may

elect Interest Periods therefor (y) a Daily Simple RFR Borrowing, may elect RFR Interest Elections therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing,

in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time

that a Borrowing Request would be required under Section 2.03 if the Borrower was requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic

Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, or delivery through an electronic platform or electronic transmission system approved by the Administrative Agent, to the Administrative Agent of a

written Interest Election Request in a form approved by the Administrative Agent and signed by an Authorized Officer.

and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to

different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

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

(iii) whether the resulting Borrowing is to be an ABR Borrowing, Daily Simple RFR Borrowing or a Term Benchmark Borrowing;

(iv) the relevant Approved Currency in which such Borrowing is to be denominated; and

(v) if the resulting Borrowing is a (x) Term Benchmark Borrowing, the Interest Period to be applicable thereto after

giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” or (y) Daily Simple RFR Borrowing, the RFR Interest Election to be applicable thereto after giving effect to such

election.

If any such Interest Election Request requests a Term Benchmark Borrowing but does not

specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If any such Interest Election Request requests a Daily Simple RFR Borrowing but does not specify an RFR Interest

Election, then the Borrower shall be deemed to have selected a Monthly RFR Interest Election.

(d) Promptly following receipt of an

Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing or Daily Simple RFR

Borrowing prior to the end of the Interest Period or Interest Payment Date applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period or Interest Payment Date, as applicable, such Borrowing shall

be converted to or continued as, as applicable, (x) in the case of any Term Benchmark Loan denominated in Dollars, Term Benchmark Loans having an Interest Period of one month, (y) in the case of any Term Benchmark Loan denominated in an

Approved Foreign Currency, Term Benchmark Loans in such Approved Foreign Currency having an Interest Period of one month or (z) in the case of any Daily Simple RFR Borrowing, Daily Simple RFR Loans having a Monthly RFR Interest Election.

(f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the

request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii) unless repaid as provided

herein, each Term Benchmark Borrowing shall automatically be converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of the applicable Approved Foreign Currency, if applicable) at the end of the applicable

Interest Period therefor. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in another Approved Currency, but instead must be prepaid in the original Approved Currency or reborrowed in another Approved Currency.

SECTION 2.09 Termination and Reduction of Commitments. Unless previously terminated, the Revolving Commitments shall terminate on

the Maturity Date.

(a) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that

(i) each reduction of the Commitments shall be in an amount that is an integral multiple of $250,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any

concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.

(b) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph

(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction (unless the Administrative Agent agrees to a shorter period in its reasonable discretion), specifying such election and

the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be

irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit

facilities or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not

satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

SECTION 2.10 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative

Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan on the Maturity Date.

(b) Each

Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and

paid to such Lender from time to time hereunder.

(i) the amount of each Loan made hereunder, the Type thereof and the Interest Period or Interest Payment Date applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower

to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie

evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of

the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be

evidenced by one or more promissory notes in substantially the form of Exhibit D. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender (or, if requested

by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note(s) and interest thereon shall at all times (including after assignment pursuant to

Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein, unless such assignee elects not to receive a Note (in which case such assignor shall return to the

Borrower any Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form) (or, if such promissory note is a registered note, to such payee and its registered assigns). Upon either

(a) payment in full of the Loans evidenced by any such promissory note and termination of the Commitments relating thereto or (b) the assignment of such Loans and Commitments in accordance with Section 9.04

hereof, each such promissory note shall be promptly returned to the Borrower by the payee named therein at the request of the Borrower or in the case of any loss, theft or destruction of such Note, a lost note affidavit in customary form.

SECTION 2.11 Prepayment of Loans. (a) The Borrower shall have the right at any

time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) or (c) of this Section, as applicable.

(b) The Borrower shall notify the Administrative Agent by telephone (confirmed promptly by hand delivery, or delivery through an electronic

platform or electronic transmission system approved by the Administrative Agent, to the Administrative Agent of a written notice in the form attached hereto as Exhibit F) of any prepayment of Revolving Borrowing hereunder (i) in the case

of prepayment of a Term Benchmark Borrowing denominated in Dollars, not later than 2:00 p.m., New York City time, two (2) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00

p.m., New York City time, on the date of prepayment, (iii) in the case of prepayment of a Daily Simple RFR Borrowing, not later than 11:00 a.m., New York City time, five (5) RFR Business Days before the date of prepayment (or such shorter

period as may be agreed by the Administrative Agent, if administratively possible), (iv) in the case of prepayment of a Term Benchmark Borrowing denominated in euros, not later than 11:00 a.m., New York City time, four (4) Business Days before

the date of prepayment (or such shorter period as may be agreed by the Administrative Agent, if administratively possible) or (v) in the case of prepayment of a Term Benchmark Borrowing denominated in Canadian Dollars, not later than 2:00 p.m.,

New York City time, four (4) Business Days before the date of prepayment (or such shorter period as may be agreed by the Administrative Agent, if administratively possible). Each such notice shall be irrevocable and shall specify the prepayment

date, the Approved Currency and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other

credit facilities or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not

satisfied. Promptly following receipt of any such notice relating to the prepayment of a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount

that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the applicable Loans included in the prepaid

Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

(c)

[reserved].

(d) Notwithstanding anything to the contrary contained herein, if at any time the aggregate principal amount of all

outstanding Loans exceeds the aggregate amount of the Commitments, the Borrower shall immediately upon demand pay to the Administrative Agent for the account of the Lenders, the amount of such excess.

(e) Notwithstanding anything to the contrary contained herein, in the event the Leverage Ratio as of the end of any full fiscal quarter for

which a Compliance Certificate is required to be delivered pursuant to Section 5.01(a)(iv) (commencing with the first fiscal quarter occurring following the Effective Date, if applicable) is greater than the Maximum

Leverage Ratio (a “Mandatory Prepayment Event”), then, following written notice from the Administrative

Agent, the Borrower shall make a prepayment of the Loans on the last Business Day of each fiscal quarter after the occurrence of such Mandatory Prepayment Event (commencing with the next

succeeding fiscal quarter after the occurrence of such Mandatory Prepayment Event unless such Mandatory Prepayment Event shall no longer be continuing as of such date) in an aggregate amount equal to the least of (x) the amount necessary as of

such date to cause the Leverage Ratio to no longer exceed the Maximum Leverage Ratio, (y) all Obligations under the Revolving Facility outstanding as of such date and (z) an amount equal to 15.0% of the total Revolving Commitments as of

such date (the least of the foregoing clauses (x), (y) and (z), the “Prepayment Cap”), which amount shall be payable ratably on the last Business Day of the succeeding four fiscal quarters after such amount becomes due (for

the avoidance of doubt, in an amount each quarter equal to 0.25 multiplied by the Prepayment Cap (the “Mandatory Prepayment Amount”)), in each case, until such time as the Leverage Ratio no longer exceeds the Maximum

Leverage Ratio; provided that, in lieu of making a prepayment of Loans as set forth in this Section 2.11(e), the Borrower may instead cause one or more Sponsor Guarantors to provide and maintain a guaranty of

Obligations in favor of the Administrative Agent for the benefit of Secured Parties in form and substance reasonably satisfactory to the Administrative Agent in an amount equal to the Prepayment Cap (any such guaranty, a “Sponsor

Guaranty”), in which case, the Mandatory Prepayment Event shall cease to exist. The Borrower shall have the right at any time, without the consent of the Administrative Agent or any Revolving Lender, to replace any Sponsor Guarantor

with one or more Replacement Sponsor Guarantors (who may provide Sponsor Guaranty on a several and not joint basis).

(f) For the

avoidance of doubt, (A) a Mandatory Prepayment Event that occurs hereunder shall be deemed to be continuing until such time as the Leverage Ratio no longer exceeds the Maximum Leverage Ratio or the Borrower shall have caused a Sponsor Guaranty

to be provided and (B) any such amount prepaid hereunder during a Maximum Prepayment Period may not be re-borrowed hereunder until the Leverage Ratio no longer exceeds the Maximum Leverage Ratio or the

Borrower shall have caused a Sponsor Guaranty to be provided. A ratable portion of any prepayment pursuant to this Section 2.11(e) may be applied to mandatorily redeem, prepay or offer to purchase any other Indebtedness

secured by the Collateral on a pari passu basis with Revolving Facility (collectively, “Additional First Lien Debt”), in each case if required under the terms of the applicable documents governing such Additional First Lien

Debt. Notwithstanding any other provisions of this Section 2.11(e), (i) to the extent that any prepayment under this Section 2.11(e) is attributable to cash of a Foreign Subsidiary that is

prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to such cash will not be required to be applied to repay Loans at the times provided in this Section 2.11(e), but

only so long as the applicable local law will not permit repatriation of such cash to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local

law to permit such repatriation), and once such repatriation of any of such cash is permitted under the applicable local law, an amount equal to such cash will be promptly (and in any event not later than two Business Days after such repatriation is

permitted) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.11(e) and (ii) to the extent that the Borrower has reasonably

determined in good faith that repatriation of any cash of a Foreign Subsidiary to which a prepayment obligation is attributable would have material adverse tax cost consequences to the Borrower, any direct or indirect parent entity of the Borrower

or any of the Borrower’s direct or indirect Subsidiaries, an amount equal to such cash will not be required to be applied to repay Loans at the times provided in this Section 2.11(e).

SECTION 2.12 Fees. (a) Borrower agrees to pay to the Administrative Agent, for

the account of each Revolving Lender, a non-refundable unused facility fee in Dollars (the “Revolving Unused Facility Fee”), computed at the Commitment Fee Rate, on the Dollar

Equivalent of the actual daily amount of the Available Revolving Commitment of such Revolving Lender during the period for which payment is required to be made, which Revolving Unused Facility Fee shall be payable quarterly in arrears on the last

day of each of March, June, September and December during the applicable period, commencing on the first such date to occur after the date hereof, and on the date the Revolving Commitments terminate. All Revolving Unused Facility Fees shall be

computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) During such time as any LC Exposure exists, the Borrower agrees to pay in Dollars (i) to the Administrative Agent for the account of

each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Loans on the Dollar Equivalent of the

actual daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which

such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank, solely for its own account, a fronting fee equal to

one-eighth of one percent (0.125%) per annum multiplied by the Dollar Equivalent of the actual daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC

Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, as well as

such Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall accrue interest through and including the last day

of each calendar month and shall be payable quarterly in arrears on the last day of each of March, June, September and December, commencing on the first such date to occur after the Effective Date on which LC Exposure exists; provided that

all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank

pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number

of days elapsed (including the first day but excluding the last day).

own account and/or for the account of the Lenders, fees payable in Dollars in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in Same Day Funds, to the Administrative Agent (or to any Issuing Bank, in the

case of fees payable to it) for its own account or for distribution to the applicable Lenders, as the case may be. Fees paid shall not be refundable under any circumstances.

SECTION 2.13 Interest. (a) The Loans comprising each ABR Borrowing shall bear

interest at the Alternate Base Rate plus the Applicable Rate, as applicable.

(b) The Loans comprising each Term Benchmark

Borrowing shall bear interest at the Term Benchmark Rate for the applicable Approved Currency for the Interest Period in effect for such Borrowing plus the Applicable Rate, as applicable.

(c) The Loans comprising each Daily Simple RFR Borrowing shall bear interest at the Daily Simple RFR for the applicable Approved Currency

plus the Applicable Rate, as applicable.

(d) Notwithstanding the foregoing, if an Event of Default under

Section 7.01(a), (b), (h) or (i) with respect to the Borrower has occurred and is continuing, at the option of the Required Lenders, all overdue Obligations (which shall include all Obligations

following an acceleration under Section 7.01, including an automatic acceleration) shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any

Loan, two percent (2%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, two percent (2%) plus the rate applicable to ABR Loans as

provided in paragraph (a) of this Section.

(e) Accrued interest on each Loan shall be payable in arrears on each Interest

Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand,

(ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such

repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of three hundred sixty (360) days, except that (x) interest

computed by reference to the Alternate Base Rate (including ABR Loans and Borrowings the interest on which is computed by reference to clause (a) of the definition of “Alternate Base Rate”) shall be computed on the basis of a year

of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in a leap year) and (y) interest computed by reference to Daily Simple RFR shall be computed on the basis of a year

of three hundred sixty-five (365) days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day), except that interest on Loans denominated in any Approved Foreign Currency as

to which market practice differs from the foregoing shall be computed in accordance with market practice for such Loans. The applicable Alternate Base Rate , Term Benchmark Rate or Daily Simple RFR shall be determined by the Administrative Agent in

accordance with the terms hereof, and such determination shall be conclusive absent manifest error.

SECTION 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest

Period for a Term Benchmark Borrowing or in connection with a Daily Simple RFR Borrowing:

(a) the Administrative Agent determines (which

determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining (x) the Term Benchmark Rate for such Interest Period or (y) the Daily Simple RFR; or

(b) the Administrative Agent is advised by the Required Lenders that the Term Benchmark Rate for such Interest Period or the Daily Simple RFR

will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the

Borrower and the Lenders by telephone or telecopy, and confirmed in writing, as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer

exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing or a Daily Simple RFR Borrowing shall be ineffective and (ii) if any Borrowing

Request requests a Term Benchmark Borrowing or a Daily Simple RFR Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other

Type of Borrowings shall be permitted.

Borrowing of a Daily Simple RFR Loan, the Borrower and the Administrative Agent reasonably determine in good faith that an interest rate is not ascertainable pursuant to the provisions of the definition of “Term Benchmark Rate” or the

“Daily Simple RFR”, as applicable, and the inability to ascertain such rate is unlikely to be temporary, they shall so notify the Lenders in writing (the occurrence of the foregoing conditions, a “Benchmark Discontinuation

Event”) and the “Term Benchmark Rate” shall be an alternate benchmark floating term rate of interest (which shall not be less than 0% per annum) and the “Daily Simple RFR” shall be an alternate benchmark

floating daily rate of interest (that shall not be less than 0% per annum) established by the Administrative Agent and the Borrower that is generally accepted as the then prevailing market convention for determining a rate of interest for similar

syndicated loans in the United States in the same currency at such time and shall include (A) the index rate or a method for determining an index rate or other adjustments or modifications to the benchmark that is generally accepted as the then

prevailing market convention for determining such index rate, adjustments or modifications and (B) other adjustments to such alternate term rate or alternate daily rate, as applicable, and this Agreement (x) to not increase the effective

yield on the Loans and (y) other changes necessary to reflect the available interest periods (if applicable) for such alternate rate for similar syndicated leveraged loans of this type in the United States at such time (any such rate, the

“Successor Benchmark Rate”), and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may

be applicable and, notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement; provided that if a

Successor Benchmark Rate has not been established pursuant to this Section 2.14(c) after the Borrower and the Administrative Agent have reached such a determination, the Borrower and the Required Lenders may select a

different

alternate rate as long as it is reasonably practicable for the Administrative Agent to administer such different rate and the Administrative Agent, the Required Lenders and the Borrower shall

enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable and, notwithstanding anything to the contrary in Section 9.02, such

amendment shall become effective without any further action or consent of any other party to this Agreement. For the avoidance of doubt, if a Benchmark Discontinuation Event occurs, the Applicable Rate for any Loan shall be determined in accordance

with Section 2.14(b) until the date a Successor Benchmark Rate or other alternate term rate determined pursuant to the proviso above has been established in accordance with the requirements of this definition.

SECTION 2.15 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory

loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Term Benchmark Rate) or any Issuing Bank;

(ii) impose on any Lender or any Issuing Bank or the applicable interbank market any other condition, cost or expense (other

than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses

(b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital

attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of

making, continuing, converting to or maintaining any Term Benchmark Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or

maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender,

such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the

effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by,

or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could

have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s

or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be,

such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered; provided that such Lender or such Issuing Bank has

determined to require such additional amount or amounts in good faith on a basis that is not arbitrary.

an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to

the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

(d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this

Section 2.15 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing

Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the

Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided, further that, if the Change in Law giving rise to such

increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Any request for compensation pursuant to

clauses (a) or (b) of this Section as a result of a Change in Law shall only be honored to the extent such Lender or Issuing Bank represents that such Lender or Issuing Bank, as applicable, is generally seeking compensation from

similarly situated borrowers under similar credit facilities with respect to such Change in Law.

SECTION 2.16 [Reserved].

SECTION 2.17 Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan

Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of any applicable Withholding Agent) requires the deduction or withholding

of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority

in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and

withholdings applicable to additional sums payable under this Section 2.17) the applicable Lender (or, in the case of payments received by the Administrative Agent for its own account, the Administrative Agent) receives an

amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to

the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to

this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such

payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Loan

Parties. The Loan Parties shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under

this Section 2.17) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such

Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or

by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Status of

Lenders.

(i)

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made

under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the

Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such

other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or

information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A),

(ii)(B) and (ii)(D) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the

legal or commercial position of such Lender.

(ii)

Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on

which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two executed originals of IRS Form W-9

certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally eligible to do so,

deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative

Agent), two executed copies of whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the

benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable

payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal

withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of

the Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code,

a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code

and that no payment in connection with any Loan Document is effectively connected with such Foreign Lender’s conduct of a trade or business in the United States (a “U.S. Tax Compliance Certificate”) and (y) IRS

Form W-8BEN or W-8BEN-E; or

(4) to the extent a Foreign Lender is not the beneficial owner, IRS Form W-8IMY,

accompanied by IRS Form W-8ECI, W-8BEN, W-8BEN-E or

W-9, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, and/or other

certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the

portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of such direct and indirect partner(s);

(C) any Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative

Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the

Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be

prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made, if any; and

(D) if a payment made to a Lender under any Loan Document would be subject

to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall

deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as

prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their

obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),

“FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any

documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so.

Notwithstanding any other provision of this Section 2.17(e), no Lender shall be required to provide any documentation that such Lender is not legally eligible to provide. Each Lender hereby authorizes the Administrative

Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 2.17(e).

(f) Treatment of Certain Refunds. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a

refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the applicable

Loan Party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The applicable Loan Party,

upon the request of such Recipient, shall repay to such Recipient the amount paid over pursuant to this Section 2.17(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)

in the event that such Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.17(f) in no event will such Recipient be required to pay any

amount to a Loan Party pursuant to this Section 2.17(f) the payment of which would place such Recipient in a less favorable net after-Tax position than such Recipient would have been

in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This

Section 2.17(f) shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(g) Survival. Each party’s obligations under this

Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or

discharge of all obligations under any Loan Document.

(h) Defined Terms. For purposes of this

Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.

SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower

shall make each payment denominated in Dollars required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15 or 2.17, or

otherwise) prior to 2:00 p.m., New York City time, on the date when due, in Same Day Funds, without set off or counterclaim (but without prejudice to the Borrower’s rights with respect to any Defaulting Lender). Except as otherwise expressly

provided herein, all payments with respect to principal and interest on Loans denominated in an Approved Foreign Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the

applicable Administrative Agent’s Office in such Approved Foreign Currency in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Any amounts received after such time on any

date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent’s Account

unless otherwise directed by the Administrative Agent, except payments to be made directly to any Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.15, 2.17 and 9.03 shall be made directly

to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. In the event the Administrative Agent

fails to pay such amounts to such Lender within one (1) Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the applicable Overnight Rate from time

to time in effect. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be

payable for the period of such extension. Except as otherwise expressly provided herein and except with respect to an Approved Foreign Currency, all payments hereunder shall be made in Dollars. If, for any reason, the Borrower is prohibited by any

Law from making any required payment hereunder in an Approved Foreign Currency, the Borrower shall make such payment in Dollars in an amount equal to the Dollar Equivalent of such Approved Foreign Currency payment amount. Each payment (including

each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the aggregate amount of principal of and accrued interest on the Revolving Loans of the applicable Revolving

Lenders.

(b) If at any time insufficient funds are received by and available to the Administrative

Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the

parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties

entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a

greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash

at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of

principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such

participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in

accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other

than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender

acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct

creditor of the Borrower in the amount of such participation. For purposes of subclause (b)(i) of the definition of “Excluded Taxes”, a Lender that acquires a participation pursuant to this

Section 2.18(c) shall be treated as having acquired such participation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the

Administrative Agent for the account of the Lenders or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may,

in reliance upon such assumption, distribute to the Lenders or each Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or each Issuing Bank, as the case may

be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding

the date of payment to the Administrative Agent, at the applicable Overnight Rate.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to

Section 2.06(d), Section 2.06(e), Section 2.07(b), Section 2.18(d) or Section 9.03(c), then the Administrative Agent

may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until

all such unsatisfied obligations are fully paid, and/or (ii) hold such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations

of such Lender under any such Section, in the case of each of clause (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.19 Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under

Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17,

then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment

of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost

or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (w) any Lender requests compensation under Section 2.15, (x) the Borrower is required to pay any

Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (y) any Lender becomes a Defaulting Lender, or (z) any Lender has refused to

consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 9.02, requires the consent of all Lenders

or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent, then the Borrower may, at its sole expense and effort, upon

notice by the Borrower to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its

interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender

accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, each Issuing Bank) if such assignee is not a Lender,

which consent shall not unreasonably be withheld, (ii) subject to the Borrower’s rights with respect to Defaulting Lenders under Section 2.20 hereof, such Lender shall have received payment of an amount equal to

the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest

and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to

Section 2.17, such assignment will result in a reduction in or elimination of such compensation or payments, and (iv) in the case of any such assignment resulting from a Lender’s refusal to consent to a proposed

amendment, modification, waiver, termination or consent, the assignee shall approve the proposed amendment, modification, waiver, termination or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as

a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.20 Defaulting Lenders. Notwithstanding any provision of this Agreement to

the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) Revolving Unused Facility Fees shall cease to accrue on the Revolving Commitment of such Defaulting Lender pursuant to

Section 2.12(a) or Section 2.12(b);

(b) the Revolving Commitment and Revolving Credit

Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to

Section 9.02); provided, that (i) no Defaulting Lender’s Commitments may be increased or extended without its consent and (ii) the principal amount of, or interest or fees payable on, Loans or LC

Disbursements may not be reduced or excused or the scheduled date of payment may not be postponed as to a Defaulting Lender without such Defaulting Lender’s consent;

(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the

non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Revolving Percentages but only to the extent that (x) the sum of all such

non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’

Revolving Commitments and (y) the conditions set forth in Section 4.02(a) and (b) are satisfied at such time;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower

shall, within one (1) Business Day following notice to the Borrower by the Administrative Agent, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC

Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause

(ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting

Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the

non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a),

Section 2.12(b) and Section 2.12(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is

neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all facility fees payable under

Section 2.12(a) and Section 2.12(b) that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Commitment that

was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to any Issuing Bank ratably (based on the LC Exposure

then held by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(d) so long

as such Revolving Lender is a Defaulting Lender, and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure

will be one hundred percent (100%) covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with

Section 2.20(c), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with

Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event

with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one

or more other agreements in which such Lender commits to extend credit, such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such

Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder.

In the event that each of the

Administrative Agent, the Borrower, each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the

inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans

in accordance with its Revolving Percentage.

SECTION 2.21 Extension of Maturity Date.

(a) The Borrower shall have the right, commencing on the first anniversary of the Effective Date and no more frequently than once in each

annual period thereafter, to request one-year extensions of the Maturity Date with respect to each or any tranche of Revolving Loans and Revolving Commitments (each, a “Voluntary Extension

Option”). The Borrower may request a Voluntary Extension Option by delivery of written notice to the Administrative Agent no more than sixty (60) days (or such longer period as the Administrative Agent may otherwise agree) nor

less than thirty (30) days (or such shorter period as the Administrative Agent may otherwise agree) prior to the first anniversary of the Effective Date and each anniversary of the Effective Date thereafter, so long as the following conditions

are satisfied as of the effective date of such extension: (i) no Event of Default or Mandatory Prepayment Event has occurred and is continuing; (ii) the representations and warranties made or deemed made by the Borrower in any Loan

Document shall be true and correct in all material respects except to the extent that (1) such

representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of

such earlier date) and/or (2) such representations and warranties are qualified by materiality or Material Adverse Effect (in which case such representations and warranties shall be true and correct in all respects); (iii) the Borrower shall

have paid an extension fee equal to twenty-five hundredths of one percent (0.25%) of the aggregate outstanding amount of the Loans and Commitments being extended (to the Administrative Agent for the ratable benefit of the applicable Revolving

Lenders); (iv) the Administrative Agent shall have received each of the following, if requested, in form and substance reasonably satisfactory to the Administrative Agent: (x) if not previously delivered to the Administrative Agent, copies

certified by the Secretary or Assistant Secretary of all corporate or other necessary action taken by the Borrower to authorize such extension; and (y) customary certificates and certificates of good standing; and (v) the Borrower shall be

in compliance on a pro forma basis with the Maximum Leverage Ratio. The Administrative Agent shall promptly notify each Lender and each Issuing Bank of such request and the decision whether to grant the applicable Voluntary Extension Option shall be

made by each Lender in its sole discretion. Each Lender and each Issuing Bank shall use commercially reasonable efforts to respond to the Borrower’s request for a Voluntary Extension Option within ten (10) Business Days following receipt

of notice of such request. In no event shall any Lender be required to grant a Voluntary Extension Option. Any Loans and Commitments not extended pursuant to this clause (a) shall mature on the Maturity Date then applicable thereto (subject to

the right of the Borrower to exercise its Committed Extension Option with respect thereto pursuant to clause (b) of this Section 2.21), and any payment or commitment reduction made to such Lenders hereunder as a result

of the occurrence of such Maturity Date shall not be deemed to violate the pro rata payment provisions set forth in Section 2.18. All Letters of Credit not subject to the Voluntary Extension Option pursuant to this

clause (a) shall expire on the date that is five (5) Business Days prior to the Maturity Date then applicable thereto (subject to the right of the Borrower to exercise its Committed Extension Option with respect thereto pursuant to clause

(b) of this Section 2.21), except as set forth in the second sentence of Section 2.06(c).

(b) In addition to the right of the Borrower to request Voluntary Extension Options pursuant to clause (a) of this

Section 2.21, the Borrower shall have one (1) option (which shall be binding on the Lenders), exercisable by written notice to the Administrative Agent given no more than sixty (60) days (or such longer period as

the Administrative Agent may otherwise agree) nor less than thirty (30) days (or such shorter period as the Administrative Agent may otherwise agree) prior to the then-applicable Maturity Date with respect to any Lender’s Loans and

Commitments and any Issuing Bank’s Letters of Credit, to extend the Maturity Date with respect to such Lender’s Loans and Commitments and/or such Issuing Bank’s Letters of Credit for a period of one (1) year (the

“Committed Extension Option”). Upon delivery of such notice, the Maturity Date with respect to such Loans, Commitments and Letters of Credit, as applicable, shall be extended for one (1) year so long as the following

conditions are satisfied as of the effective date of such extension: (i) no Event of Default or Mandatory Prepayment Event has occurred and is continuing; (ii) the representations and warranties made or deemed made by the Borrower in any

Loan Document shall be true and correct in all material respects except to the extent that (1) such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been

true and correct in all material respects on and as of such earlier date) and/or (2) such representations and warranties are qualified by materiality or Material Adverse Effect (in which case such representations and warranties shall be true

and

correct in all respects); (iii) the Borrower shall have paid an extension fee equal to twenty-five hundredths of one percent (0.25%) of the aggregate outstanding amount of the Loans and

Commitments being extended (to the Administrative Agent for the ratable benefit of the applicable Revolving Lenders); (iv) the Administrative Agent shall have received each of the following, if requested, in form and substance reasonably

satisfactory to the Administrative Agent: (x) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of all corporate or other necessary action taken by the Borrower to authorize such

extension; and (y) customary certificates and certificates of good standing; and (v) the Borrower shall be in compliance on a pro forma basis with the Maximum Leverage Ratio. The Administrative Agent shall promptly notify each Lender of

the Borrower’s exercise of the Committed Extension Option. The decision to exercise the Committed Extension Option shall be made by the Borrower in its sole discretion.

(c) For the avoidance of doubt, any Voluntary Extension Options shall be in addition to the Committed Extension Option and, at the election of

the Borrower, any time period subject to a Voluntary Extension Option with respect to any Lender’s Loans and Commitments may precede in time the Committed Extension Option with respect thereto.

(d) As a condition to the exercise of any Committed Extension Option or Voluntary Extension Option, the Administrative Agent shall have

received a written certification of an Authorized Officer of the Borrower, certifying that at the time and immediately after giving effect to such extension, each of the applicable conditions set forth in this Section 2.21

have been satisfied with respect thereto.

(e) For the avoidance of doubt, other than the Maturity Date applicable thereto, the terms of

any such Loans or Commitments extended pursuant to this Section 2.21 shall be identical to the existing Loans and Commitments hereunder. The Lenders hereby irrevocably authorize the Administrative Agent to enter into

amendments to this Agreement and the other Loan Documents with Borrower as may be necessary in order to establish new tranches or sub-tranches and remove certain existing tranches or sub-tranches in respect of any such Loans and Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower in connection

with the establishment or removal, as applicable, of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.21. For the avoidance of doubt, this

Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

ARTICLE III

Representations

and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01 Organization; Powers. The Borrower is and, except where the failure to do so, individually or in the aggregate, would not

reasonably be expected to have a Material Adverse Effect, each of the Subsidiaries is, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on

its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02 Authorization; Enforceability. The Transactions are within the

corporate, partnership, limited liability company or other organizational powers, as applicable, of each Loan Party and have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action. Each

of this Agreement and the other Loan Documents to which the Loan Party is a party has been duly executed and delivered by such Loan Party, and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party,

in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a

proceeding in equity or at law.

SECTION 3.03 Approvals; No Conflicts. The Transactions, solely on the Effective Date, (a) do

not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other Person, except such as have been obtained or made and are in full force and effect and except for such filings as

may be required with the SEC to comply with disclosure obligations, (b) will not violate (x) any applicable law or regulation, (y) the charter, by-laws or other organizational documents of the

Loan Parties or any of the Subsidiaries or (z) any order of any Governmental Authority having jurisdiction over any Loan Party, except for any violation of any applicable law or regulation that would not reasonably be expected to have a

Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Loan Parties or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any

payment to be made by the Loan Parties or any of their Subsidiaries, except for any violation or default that would not reasonably be expected to have a Material Adverse Effect, and (d) except for the Liens created under the Loan Documents,

will not result in the creation or imposition of any Lien on any asset of any Loan Party.

SECTION 3.04 Financial Condition; No

Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent for delivery to the Lenders the Audited Financial Statements and the Unaudited Financial Statements. Such financial statements present fairly, in

all material respects, the financial position and results of operations and cash flows of the relevant entities as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit

adjustments and the absence of footnotes in the case of the Unaudited Financial Statements.

(b) Since December 31, 2025, no event,

development or circumstance has occurred which has had, or would reasonably be expected to have, a Material Adverse Effect.

SECTION 3.05

Properties. (a) The Borrower and each Subsidiary has good title to, or valid leasehold interests in, all its real and personal property material to its business, except (i) in the case of Permitted Encumbrances or (ii) where

the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(b) The Borrower and each Subsidiary owns, or is

licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Subsidiaries does not infringe upon the rights of any other Person, except for any

such infringements that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.06 Litigation and Environmental Matters. (a) There are no actions,

suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against the Borrower or any Guarantor (i) as to which there is a reasonable likelihood of an adverse

determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (other than the Disclosed Matters and matters fully covered by insurance (subject to customary

deductibles and retentions) as to which the insurer has been notified of such action, suit or proceeding and has not issued a notice denying coverage thereof) or (ii) challenging the validity or enforceability of the Transactions (other than

the Disclosed Matters), this Agreement or the other Loan Documents. As of the date of this Agreement, the Borrower and the Subsidiaries have no material contingent obligations that are not disclosed in the financial statements referred to in

Section 3.04 or listed as a Disclosed Matter.

(b) Except for the Disclosed Matters and except with respect to

any other matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain,

maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) is subject to any Environmental Liability of which it is aware, (iii) has received written notice of any claim with respect to any

Environmental Liability or (iv) knows of any basis for any Environmental Liability.

SECTION 3.07 Compliance with Laws and

Agreements. Each Loan Party and each Subsidiary is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its

property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.08 Investment Company Status. No Loan Party is an “investment company” as defined in, or subject to regulation

under, the Investment Company Act of 1940.

SECTION 3.09 Taxes. The Borrower and each Subsidiary has timely filed or caused to be

filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the

Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in conformity with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA

Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect.

SECTION 3.11

Disclosure. As of the Effective Date, to the knowledge of the Borrower, none of the reports, financial statements, certificates or other written information (other than projections, other forward-looking information and information of a

general economic or industry specific nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with this Agreement or delivered hereunder (as modified or supplemented by other written information so

furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements

therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents

only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time prepared (it being understood and agreed that actual results may vary materially from projections).

SECTION 3.12 [Reserved].

SECTION 3.13 Federal Reserve Board Regulations. None of the Loan Parties is engaged or will engage, principally or as one of its

important activities, in the business of extending credit for the purposes of “purchasing” or “carrying” any “Margin Stock” within the respective meanings of such terms under Regulations T, U and X of the Board.

No part of the proceeds of the Loans will be used for “purchasing” or “carrying” “Margin Stock” as so defined for any purpose which violates, or which would be inconsistent with, the provisions of, Regulations T,

U or X of the Board.

SECTION 3.14 Subsidiaries. As of the Effective Date, (a) Schedule 3.14 sets forth the name and

jurisdiction of incorporation of each Subsidiary of the Borrower and (b) with respect to any Guarantor, except as disclosed on Schedule 3.14, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or

commitments of any nature relating to any Equity Interests owned by the Borrower or any Subsidiary in such Guarantor. All of the issued and outstanding Equity Interests of the Loan Parties and their Subsidiaries is validly issued and, to the extent

such concepts are applicable, fully paid and non-assessable. All of the issued and outstanding Equity Interests of the Loan Parties is free and clear of all Liens except as expressly permitted hereunder.

SECTION 3.15 Solvency. As of the Effective Date, after giving effect to the Transactions, the Borrower and its Subsidiaries, on a

consolidated basis, are Solvent.

SECTION 3.16 Status as Senior Debt. The Obligations in respect of the Loans are “senior

debt” or “designated senior debt” (or any comparable term) under, and as may be defined in, any indenture or document governing any applicable Indebtedness that is subordinated in right of payment to the Loans.

SECTION 3.17 Sanctions, Patriot Act & Anti-Corruption.

(a) None of the Loan Parties, or any of their respective Subsidiaries, or any of their respective directors, officers, employees, or any

agents or representatives acting on their respective behalf in connection with this Agreement, is a Designated Person. The Loan Parties and their respective Subsidiaries have, in the last five (5) years, conducted their businesses in compliance

in all material respects with Sanctions Laws and Regulations and the Act.

(b) No Loan Party or any Subsidiary thereof has used, in the

last five (5) years, or will use, directly or knowingly indirectly, the proceeds of the Loans or the Letters of Credit (1) for the purpose of funding any activities or business of or with any Designated Person or in any Designated

Jurisdiction except to the extent permissible for a Person to comply with Sanctions Laws and Regulations, or (2) in any other manner that would result in a violation of the Act, any Sanctions Laws and Regulations, or the Foreign Corrupt

Practices Act by any party to this Agreement.

subject to policies and procedures reasonably designed to promote and achieve compliance in all material respects with applicable Sanctions Laws and Regulations.

SECTION 3.18 Anti-Corruption Laws. None of the Loan Parties, or any of their respective Subsidiaries, or any of their respective

directors, officers, employees, or to the knowledge of the Loan Parties, any agents or representatives, in each case acting on behalf of or in their respective roles with the Loan Parties or any of their respective Subsidiaries, have materially

violated the Foreign Corrupt Practices Act, and the Loan Parties and their respective Subsidiaries have instituted and maintained or are subject to policies and procedures reasonably designed to promote and achieve compliance with such law.

SECTION 3.19 Valid Liens. The Pledge Agreement will, upon execution and delivery thereof, be effective to create in favor of the

Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, and upon the taking of possession or

control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or

control by the Administrative Agent is required by the Pledge Agreement) and filing of financing statements with the Secretary of State of the jurisdiction of organization of each Loan Party, the Liens created by the Pledge Agreement shall

constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the Loan Parties in such Collateral to the extent perfection can be obtained by the taking of possession

or control or filing.

SECTION 3.20 REIT Status. Except as would not reasonably be expected to have a Material Adverse Effect, BXDC

intends to be organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and all applicable regulations under the Code for each of its taxable years beginning with its taxable year ending

December 31 for the year in which it receives proceeds from its initial public offering.

ARTICLE IV

Conditions

SECTION 4.01

Effective Date. The obligations of the Lenders on the Effective Date to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied

(or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received

from each party thereto either (i) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a

signed signature page of this Agreement or such other Loan Document) that such party has signed a counterpart of this Agreement or such other Loan Document.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to

the Administrative Agent and the Lenders and dated the Effective Date) of (i) Simpson Thacher & Bartlett LLP, counsel for BXDC, the Borrower and the other Loan Parties and (ii) Venable LLP, Maryland counsel for BXDC, each in form

and substance reasonably acceptable to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions.

(c)

The Administrative Agent shall have received the following items from the Borrower:

(i) Certificates of good standing for

each Loan Party from the states of organization of such Loan Party, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Effective Date;

(ii) Copies of the formation documents of each Loan Party certified by an officer of such Loan Party, together with all

amendments thereto;

(iii) Incumbency certificates, executed by officers of each Loan Party, which shall identify by name

and title and bear the signature of the Persons authorized to sign the Loan Documents on behalf of such Loan Party (and to make borrowings hereunder on behalf of the Borrower, in the case of the Borrower), upon which certificate the Administrative

Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;

(iv) Copies,

certified by a Secretary, an Assistant Secretary or other authorized officer of each Loan Party of the resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the

Borrowings provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Loan Parties; and

(v) A customary solvency certificate from the Borrower substantially in the form attached hereto as Exhibit J certifying

that the Borrower and its Subsidiaries (after giving pro forma effect to the Transactions), on a consolidated basis, are Solvent.

(d)

[Reserved].

(e) At least three (3) Business Days prior to the Effective Date, the Administrative Agent shall have received all

documentation and other information about the Loan Parties as shall have been reasonably requested by the Administrative Agent, or any Lender through the Administrative Agent, in writing at least ten (10) Business Days prior to the Effective

Date, that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act. If the Borrower qualifies

as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered to the Administrative Agent, at least three Business Days prior to the Effective Date, a Beneficial Ownership Certification to the

extent requested by the Administrative Agent, or any Lender through the Administrative Agent, at least ten (10) Business Days prior to the Effective Date.

(f) UCC financing statement, judgment, state and federal tax lien, litigation and bankruptcy

searches with respect to the Borrower and each Guarantor from its jurisdictions of organization and principal place of business.

(g) The

Lead Arrangers/Bookrunner shall have received the Audited Financial Statements and the Unaudited Financial Statements.

(h) The

representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date (except to the extent that any such representation and warranty (i) expressly relates

to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and/or (ii) is qualified by materiality or Material Adverse Effect, in which case such representation

and warranty shall be true and correct in all respects).

(i) Immediately after giving effect to this Agreement, no Default or Event of

Default shall have occurred and be continuing.

(j) The Administrative Agent shall have received a Borrowing Request with respect to each

Revolving Borrowing to be made on the Effective Date, if any, in accordance with Section 2.03.

Immediately

upon the satisfaction of the foregoing conditions precedent, the Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Solely for purposes of satisfying the conditions precedent to the initial Borrowings hereunder on the Effective Date set forth in this

Section 4.01, each Lender that has authorized the release of its signature page to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required

thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of the making of any Borrowing (but not a

conversion or continuation thereof), and of each Issuing Bank to issue, increase, amend or extend any Letter of Credit to be issued or issued by such Issuing Bank is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects on and as

of the date of such Borrowing or the date of issuance, increase, amendment or extension of such Letter of Credit, as applicable (except to the extent that any such representation and warranty (i) expressly relates to an earlier date, in which

case such representation and warranty shall be true and correct in all material respects as of such earlier date and/or (ii) is qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be true

and correct in all respects).

(b) Immediately after giving effect to such Borrowing or the issuance, increase, amendment

or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

(c)

Immediately after giving effect to such Borrowing or the issuance, increase, amendment or extension of such Letter of Credit, as applicable, the Borrower shall be in compliance on a pro forma basis with a Leverage Ratio that does not exceed 75%

(such threshold, the “Maximum Leverage Ratio”) (the requirements of this clause (c), the “Availability Criteria”).

(d) The Administrative Agent shall have received a Borrowing Request with respect to each Revolving Borrowing in accordance with

Section 2.03.

(e) The Borrower shall have paid all fees and other amounts set forth in

Section 5.13.

Each Borrowing and each issuance, increase, amendment or extension of a Letter of Credit shall be

deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.

ARTICLE V

Affirmative

Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and other

Obligations payable hereunder shall have been paid in full (other than obligations under Treasury Services Agreements and Secured Hedge Agreements and indemnities and other contingent obligations not then due and payable and as to which no claim has

been made) and all Letters of Credit shall have expired with no pending drawings or terminated (or have been cash collateralized or backstopped by a letter of credit in accordance with Section 2.06), in each case, without

any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION

5.01 Financial Statements and Other Information.

(a) The Borrower will furnish to the Administrative Agent (and the Administrative

Agent will promptly furnish the same to each Lender):

(i) beginning with the fiscal year ending on December 31, 2026,

as soon as available but in any event no later than one hundred twenty (120) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements of operations, comprehensive income (loss),

equity and cash flows as of the end of and for such year, for the Consolidated Group, and setting forth in comparative form the figures for the previous fiscal year, all reported on by Deloitte LLP or other independent public accountants of

recognized national standing (without a “going concern” or like qualification (excluding any “emphasis of matter” paragraph) and without any qualification or exception as to the scope of such audit, other than a “going

concern” resulting from (x) an upcoming maturity date under any Indebtedness of the Borrower and the Subsidiaries or (y) any actual or prospective breach of a financial covenant) to the effect that such consolidated financial

statements present fairly in all material respects the financial condition and results of operations of the Consolidated Group on a consolidated basis in accordance with GAAP consistently applied.

(ii) beginning with the fiscal quarter ending on June 30, 2026, as soon

as available but in any event no later than sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the unaudited consolidated balance sheet and related unaudited statements of

operations, comprehensive income (loss), equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, for the Consolidated Group, and setting forth in comparative form the figures for the

corresponding period or periods of (or in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations

of the Consolidated Group on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

(iii) [reserved];

(iv) concurrently with any delivery of Financial Statements, a compliance certificate in the form attached hereto as Exhibit

B, signed by a Financial Officer (A) (x) certifying that, to such Financial Officer’s knowledge, no Default, Event of Default or Mandatory Prepayment Event has occurred and is continuing, or (y) specifying the details of any

Default that, to such Financial Officer’s knowledge, has occurred and is continuing, and any action taken or proposed to be taken with respect thereto, (B) setting forth reasonably detailed calculations and computations necessary to

determine the Leverage Ratio as of such date and (C) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if

any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(v) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other

materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange; and

(vi) promptly following any request therefor, such other information regarding the operations, business affairs and financial

condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Information required to be delivered pursuant to clause (i), (ii) or (v) of this Section shall be deemed to have

been delivered if such information, or one or more annual, quarterly or monthly reports containing such information, shall be available on the website of the SEC at http://www.sec.gov. Information required to be delivered pursuant to this

Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Further, notwithstanding the foregoing, the information required pursuant to clause (i) or (ii) of this

Section shall be deemed to have been delivered if such information of the direct or indirect parent entity of the Borrower is provided within the time periods set forth in such clauses; provided that to the extent such information relates to

such parent entity, it is accompanied by a

certificate signed by a Financial Officer of the Borrower stating that, as of the date of such financials, the total assets, liabilities and partner’s capital of such parent entity are

substantially similar to the total assets, liabilities and shareholders’ equity of the Borrower, together with consolidating information that explains in reasonable detail any differences between the information relating to such parent entity,

on the one hand, and the information relating to the Borrower and its subsidiaries, as applicable, on a stand-alone basis, on the other hand.

SECTION 5.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent (and the Administrative Agent will

promptly furnish the same to each Lender) prompt written notice, after an Authorized Officer becomes aware of such event, of the following events:

(a) the occurrence of any Default, Event of Default or Mandatory Prepayment Event;

(b) the filing or commencement of any action, suit, investigation or proceeding by or before any arbitrator or Governmental Authority against

or affecting any of the Loan Parties that, in the good faith judgment of the Borrower, if adversely determined, would reasonably be expected to have a Material Adverse Effect (other than matters fully covered by insurance (subject to customary

deductibles and retentions) as to which the insurer has been notified of such action, suit or proceeding and has not issued a notice denying coverage thereof); and

(c) the occurrence of any ERISA Event, taken alone or together with any other ERISA Events that have occurred, that in the good faith judgment

of the Borrower, if adversely determined, would reasonably be expected to have a Material Adverse Effect.

Each notice delivered under

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

thereto.

SECTION 5.03 Existence; Conduct of Business. The Borrower will, and will cause each of the Subsidiaries to, do or cause

to be done all things necessary to preserve, renew and keep in full force and effect their legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that this

Section 5.03 shall not require (x) the Borrower or any Subsidiary to preserve or maintain any rights, licenses, permits, privileges or franchises if the Borrower shall reasonably determine that the failure to maintain

and preserve the same by the Borrower or any Subsidiary would not reasonably be expected, in the aggregate, to have a Material Adverse Effect and (y) any Subsidiary to preserve its legal existence in connection with a transaction not prohibited

under Section 6.02.

SECTION 5.04 Payment of Obligations. The Borrower will, and will cause each of the Subsidiaries and the

other Loan Parties to, pay their obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is

being contested in good faith by appropriate proceedings and (b) the Borrower or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP.

SECTION 5.05 Maintenance of Properties; Insurance. The Borrower will, and will cause

each of the Subsidiaries and the other Loan Parties to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent any failure to do so

would not reasonably be expected to have a Material Adverse Effect, and (b) maintain (either directly or indirectly by causing its tenants to maintain), with financially sound and reputable insurance companies, insurance in such amounts and

against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

SECTION 5.06 Books and Records; Inspection Rights. The Borrower will, and will cause each of the Subsidiaries and the other Loan

Parties to, keep proper books of record and account in which true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities to the extent required by GAAP. The Borrower will,

and will cause each of the Subsidiaries and the other Loan Parties to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts

from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (in the presence of an officer of the Borrower), all at such reasonable times during normal business hours and as often as

reasonably requested. Absent an Event of Default, only two (2) such visits per calendar year shall be at the Borrower’s expense.

SECTION 5.07 Compliance with Laws. The Borrower will, and will cause each of the Subsidiaries and each other Loan Party to, comply with

all laws, rules, regulations and orders of any Governmental Authority applicable to their property, including Environmental Laws, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a

Material Adverse Effect.

SECTION 5.08 Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used (i) to

finance the Transactions and Transaction Costs, (ii) to support general corporate purposes of the Borrower and its Subsidiaries, including, but not limited to, the funding of acquisitions, investments, capital expenditures and working capital

needs and (iii) for any other purpose not prohibited by this Agreement. The Letters of Credit will be issued (i) to support general corporate purposes of the Borrower and its Subsidiaries, including, but not limited to, the funding of

acquisitions, investments, capital expenditures and working capital needs and (ii) for any other purpose not prohibited by this Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that

entails a violation of any of Regulations T, U and X of the Board.

SECTION 5.09 Addition of Guaranties.

(a) Not later than the applicable Required Delivery Date (or such later date as the Administrative Agent may agree in writing in its

reasonable discretion), the Borrower shall cause each newly formed or acquired Subsidiary (other than an Excluded Subsidiary) to deliver to Administrative Agent: (1) either (x) a Guaranty executed by such Subsidiary or (y) a supplement to

an existing Guaranty executed by such Subsidiary, (2) a supplement to the Pledge Agreement executed by such Subsidiary and (3) the other items required to be delivered under the following subsection (b) below; provided,

however, that promptly (and in any event not later than the

applicable Required Delivery Date (or such later date as the Administrative Agent may agree in writing in its reasonable discretion)) upon any Excluded Subsidiary ceasing to be subject to the

restriction which prevented it from being a Guarantor on the Effective Date or delivering a Guaranty (or supplement to an existing Guaranty) pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this

Section. Any such Guaranty (or supplement to an existing Guaranty) delivered pursuant to this subsection (a) and the other items required under the immediately following subsection (b) shall, unless otherwise approved by the Administrative

Agent, be delivered to the Administrative Agent not later than the later of (x) sixty (60) days after such obligation first arises (or such longer period as the Administrative Agent may agree in its reasonable discretion) and (y) the date

on which the Compliance Certificate is delivered (or is required to be delivered) with respect to the fiscal quarter (or fiscal year in the case of the fourth fiscal quarter) during which, in either such case, any of the above conditions first apply

to a Subsidiary (the “Required Delivery Date”).

(b) Each Guaranty delivered by a Subsidiary required to become

a Guarantor under the preceding subsection (a) above shall be accompanied by the items that would have been delivered under Section 4.01(c)(i) through (iv), and Section 4.01(e) as if

such Subsidiary had been a Guarantor on the Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent (consistent with the items delivered on the Effective Date) and such other documents, agreement and

instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require in order to comply with its “know your customer” and other regulatory obligations.

SECTION 5.10 Further Assurances. Upon the reasonable request of the Administrative Agent, the Borrower shall, and shall cause each

other Loan Party to, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument relating to any Collateral and (ii) execute,

acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds,

certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to maintain the Administrative Agent’s security interests under the Loan Documents in the Collateral in full force and

effect at all times (including the priority thereof) and otherwise carry out more effectively the purposes of the Loan Documents.

SECTION

5.11 Change in Nature of Business. The Borrower will not, nor will the Borrower permit any Subsidiary to, engage, to any material extent, in any business other than businesses of the type BXDC has represented the Borrower and its Subsidiaries

will conduct in that certain Prospectus of BXDC, dated May 13, 2026, with respect to the initial public offering of 87,500,000 shares of common stock of BXDC, and businesses reasonably related, complementary, synergistic, ancillary or

incidental thereto or reasonable extensions thereof.

SECTION 5.12 Changes in Fiscal Periods. Unless required by a law, regulation

or order of a Governmental Authority, the Borrower will not permit the fiscal year of a Loan Party to end on a day other than December 31; provided that if such change is required by such law, regulation or order, the Borrower shall give the

Administrative Agent and the Lenders prior written notice of such change.

SECTION 5.13 Post-Closing Deliveries(a) . The Borrower shall pay to the

Administrative Agent within five (5) Business Days after Effective Date, all fees (including any upfront, arranger or structuring fees) and other amounts due and payable on or prior to the date that is five (5) Business Days after the

Effective Date, including, to the extent invoiced at least three (3) Business Days prior to such date (except as otherwise reasonably agreed by the Borrower), reimbursement or payment of all out of pocket expenses required to be reimbursed or

paid by the Borrower hereunder, or satisfactory evidence that such fees and amounts will be paid out of the initial Borrowings hereunder.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other Obligations

payable hereunder have been paid in full (other than obligations under Treasury Services Agreements and Secured Hedge Agreements and indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and

all Letters of Credit shall have expired with no pending drawings or terminated (or have been cash collateralized or backstopped by a letter of credit in accordance with Section 2.06), in each case, without any pending

draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01

Indebtedness. The Borrower and each other Loan Party shall not incur or make any optional prepayment on any Indebtedness (other than Nonrecourse Indebtedness (and any guarantees in respect thereof)) if, at the time of such incurrence or

prepayment, (x) a Maximum Prepayment Period is then in effect and no Sponsor Guaranty has been provided or (y) the Leverage Ratio, on a pro forma basis (after giving effect to such optional prepayment and any other incurrence or

prepayment, repurchase, redemption or other retirement of Indebtedness occurring after the last day of the immediately preceding fiscal quarter and prior to or substantially concurrently with the date of such optional prepayment), would be in excess

of the Maximum Leverage Ratio.

SECTION 6.02 Fundamental Changes. The Parent Guarantor and the Borrower shall not, nor will the

Borrower permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions)

all or substantially all of their consolidated assets (including all or substantially all of the Equity Interests in the Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, in each case of the foregoing,

which would result in (x) a Change in Control or (y) the Parent Guarantor or the Borrower ceasing to exist as the surviving entity, as applicable; provided that the following events shall be permitted without the consent of the

Lenders: (i) (x) the Parent Guarantor or the Borrower may assign its respective rights and obligations under this Agreement and the other Loan Documents to any other Person that Controls BXDC OP (that does not result in a Change of Control) or

(y) any Person may merge or consolidate into the Parent Guarantor or the Borrower in a transaction (that does not result in a Change of Control) in which the Parent Guarantor or the Borrower, as applicable, is the surviving entity (or, if the

assignee or Person formed by or surviving any such merger or consolidation is not the Parent Guarantor or the Borrower (any such Person, the “Successor Borrower” or the “Successor Parent

Guarantor”, as

applicable), as applicable, (A) the Successor Borrower or the Successor Parent Guarantor, as applicable, shall be an entity organized or existing under the Laws of the United States, any

state thereof or the District of Columbia, (B) the Successor Borrower or the Successor Parent Guarantor, as applicable, shall expressly assume all the obligations of the Borrower or the Parent Guarantor, as applicable under this Agreement and

the other Loan Documents to which the Borrower or the Parent Guarantor, as applicable, is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (C) each Guarantor, if any,

unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Borrower’s or the Successor Parent Guarantor’s, as applicable, obligations under the Loan Documents,

(D) each Guarantor (other than the Parent Guarantor or any Successor Parent Guarantor), if any, unless it is the other party to such merger or consolidation, shall have by a supplement to the Pledge Agreement and other applicable Collateral

Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under the Loan Documents, (E) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating

that such assignment, merger or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, each Guaranty and the Collateral Documents and the perfection of the Liens under the

Collateral Documents and (F) the Successor Borrower or the Successor Parent Guarantor, as applicable, shall have provided such documentation and other information reasonably requested by the Administrative Agent that it shall have reasonably

determined is required to comply with applicable “know your customer”, anti-money-laundering regulations and, if the Successor Borrower or the Successor Parent Guarantor, as applicable, qualifies as a “legal entity customer”,

the Beneficial Ownership Regulation; provided, further, that if the foregoing are satisfied, the Successor Borrower or the Successor Parent Guarantor, as applicable, will succeed to, and be substituted for, the Borrower or the

Parent Guarantor, as applicable, under this Agreement and the other Loan Documents to which the Borrower or the Parent Guarantor, as applicable, is a party, (ii) if any Person (other than the Borrower or the Parent Guarantor) merges into any

Subsidiary in a transaction in which the surviving entity is or becomes a Subsidiary, except as would not be prohibited under Section 6.05 if such transaction took the form of a Disposition to the Borrower or any of its

Subsidiaries, if any Subsidiary party to such transaction is a Guarantor, the surviving entity of such transaction shall be a Guarantor, (iii) any Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise dispose of its assets

to the Borrower or to another Subsidiary; provided that except as would not be prohibited under Section 6.05 if such transaction took the form of a Disposition to the Borrower or any of its Subsidiaries, if the

Subsidiary that is liquidating or dissolving or selling, transferring, leasing or otherwise disposing of its assets is a Subsidiary Guarantor, the assets of such Subsidiary Guarantor shall be acquired by the Borrower or a Subsidiary Guarantor,

(iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to, another Person on an arm’s-length basis if the Borrower determines in

good faith that such liquidation or dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (v) the Borrower or any Subsidiary may sell, transfer, lease or otherwise

dispose of any Subsidiary in connection with any disposition of assets that is not prohibited by this Agreement and (vi) the Transactions shall be permitted. The Borrower and the Parent Guarantor shall not reorganize under the laws of a

jurisdiction other than any state of the United States or the District of Columbia.

SECTION 6.03 Restricted Payments. Restricted Payments shall be permitted without

restriction, provided that if an Event of Default under Section 7.01(a), (b), (h) or (i) with respect to the Borrower has occurred and is continuing and any Obligations (other than obligations

under Treasury Services Agreements and Secured Hedge Agreements and indemnities and other contingent obligations not then due and payable and as to which no claim has been made) remain outstanding under the Revolving Facility as of the date of such

Restricted Payment, the Borrower will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payments except if a direct or indirect parent entity of the Borrower is a REIT and the Borrower’s income is includable

in the income of such parent for U.S. federal income tax purposes, the Borrower may make Restricted Payments in the minimum amount reasonably estimated to be required for such parent to (x) continue to maintain its status as a REIT and

(y) avoid any entity-level income or excise tax, including tax under Section 4981 of the Code; assuming that such parent has no income other than the income of the Borrower and distributions by the Borrower are made to the holders of its

Equity Interests in proportion to their respective Equity Interests (provided, however, there shall not be any implied requirement that the Borrower or such parent utilize the dividend deferral options in Section 857(b)(9) or

Section 858(a) of the Code) (“Minimum REIT Distribution”).

Notwithstanding the foregoing, following a

failure to make any prepayment pursuant to a Mandatory Prepayment Event, unless the Borrower shall have caused a Sponsor Guaranty to be provided in accordance with Section 2.11(e), the Borrower shall not pay any cash

dividends, distributions or other Restricted Payments in excess of the Minimum REIT Distribution until the Mandatory Prepayment Amount is prepaid (or such Sponsor Guaranty is provided).

SECTION 6.04 Transactions with Affiliates. The Borrower shall not, nor will it permit any of the Subsidiaries to, sell, lease or

otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, involving aggregate payments or consideration in excess of

the greater of (x) $50,000,000 and (y) 0.50% of Gross Asset Value, except (a) upon fair and reasonable terms which are not materially less favorable to the Borrower or such Subsidiary than could be obtained on an

arm’s-length basis from unrelated third parties, (b) transactions solely between or among the Borrower and its Subsidiaries or any entity that becomes a Subsidiary as a result of such loan or other

transaction, (c) transactions pursuant to agreements and arrangements described on Schedule 6.04, (d) the issuance of equity securities to Affiliates, (e) compensation, bonus and benefit arrangements (including, without limitation,

equity or equity-based arrangements) with employees, officers, directors and trustees of the Borrower or the Subsidiaries that are customary in the industry or are in the ordinary course consistent with past practices, (f) transactions approved

by a majority of the independent members of the board of directors of the Borrower (or the general partner, managing member or other Person exercising similar authority of the Borrower) for fair market value (to the extent such transaction is

certified to the Administrative Agent to be for fair market value, as determined in good faith by the board of directors of the Borrower (or the general partner, managing member or other Person exercising similar authority of the Borrower)), (g)

Restricted Payments permitted by Section 6.03, (h) in connection with the Transactions and the payment of Transaction Costs, (i) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and the Subsidiaries (or any other direct or indirect parent of the

Borrower) in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, (j) (x) the payment of indemnification and other similar amounts to the Permitted Holders and

reimbursement of expenses of the Permitted Holders and (y) customary payments by the Borrower and any of its

Subsidiaries to the Permitted Holders made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection

with acquisitions or divestitures), which payments pursuant to the foregoing clauses (x) and (y) are approved by a majority of the disinterested members of the board of directors or the managers of the Borrower (or the general partner, managing

member or other Person exercising similar authority of the Borrower), in good faith, (k) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent

attributable to the ownership or operation of the Borrower and its Subsidiaries and (l) the issuance or transfer of Equity Interests of the Borrower or any direct or indirect parent of the Borrower to any Permitted Holder or to any former,

present or future director, manager, officer, employee or consultant (or any Affiliate or any Immediate Family Member of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof.

SECTION 6.05 Asset Dispositions. Notwithstanding anything to the contrary in this Agreement, the Borrower and its Subsidiaries shall be

permitted without restriction to sell, lease, transfer or otherwise dispose of, or grant an option or other right to sell, lease or otherwise convey any property or assets to any Person (collectively, a “Disposition”);

provided that the following Dispositions by any Loan Party shall not be permitted: (a) any Disposition in which the consideration received by the Borrower and any such Subsidiaries in any single transaction or series of related

transactions for such Disposition is not at least equal to fair market value as determined in good faith by the Borrower, (b) any Disposition in which less than seventy-five percent (75%) of such consideration for such Disposition is in the

form of cash or Cash Equivalents; provided that, for purposes of making the foregoing determination, aggregate non-cash consideration received by the Borrower or the applicable Loan Party having an

aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed, in the aggregate for all such Dispositions consummated

after the Effective Date and on or prior to such date of determination, the greater of (x) $1,000,000,000 and (y) 8.5% of Gross Asset Value (net of any non-cash consideration converted into cash and Cash

Equivalents), shall be deemed to be “cash” and (c) any Disposition in the case an Event of Default under Section 7.01(a), (b), (h) or (i) with respect to the Borrower has occurred

and is continuing. For the avoidance of any doubt, (i) any like-kind exchange in accordance with Section 1031 of the Code shall not be subject to the requirements under clause (b) of this Section 6.05

and (ii) any Disposition to the Borrower or any of its Subsidiaries shall not be subject to the requirements under this Section 6.05.

ARTICLE VII

Events of Default

SECTION 7.01 Events of Default. If any of the following events (“Events of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as

the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise (for the avoidance of doubt, a failure to make any payment required pursuant to Section 2.11(e)

when and as the same shall become due and payable shall constitute an Event of Default under this clause (a) if (x) such failure shall continue unremedied for a period of one full fiscal quarter and (y) a Sponsor Guaranty has not otherwise

been provided during such period);

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount

(other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five

(5) Business Days;

or in connection with this Agreement and the other Loan Documents or any amendment or modification hereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection

with this Agreement or any amendment or modification hereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made and, to the extent capable of being cured, such incorrect

representation or warranty shall remain incorrect for a period of thirty (30) days after written notice thereof from the Administrative Agent to the Borrower;

(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in

(i) Section 5.03 (but only with respect to the existence of the Borrower) or Article VI or (ii) Section 5.02(a); provided, that notwithstanding anything to the contrary contained herein or in

any other Loan Document, any Default or Event of Default under the Loan Documents or similarly defined term hereunder or thereunder resulting from the failure to deliver a notice pursuant to Section 5.02(a) shall cease to exist and be cured in

all respects if the underlying Default or Event of Default giving rise to such notice requirement shall have ceased to exist and/or be cured.

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those

specified in clause (a), (b) or (d) of this Article) or any of the other Loan Documents required to be observed or performed by such Loan Party, and such failure shall continue without being remedied for a period of thirty

(30) days after notice thereof from the Administrative Agent or the Required Lenders to the Borrower;

(f) any Loan Party shall fail

to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness of any Loan Party, when and as the same shall become due and payable and after the expiration of all grace or cure periods

(provided that the failure to pay any such Indebtedness shall not constitute a Default or Event of Default so long as such Loan Party is diligently contesting the payment of the same by appropriate legal proceedings and the Borrower or such

applicable Loan Party has set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of

enforcement in the event of an adverse outcome);

(g) any event or condition occurs that results in any Material Indebtedness of any Loan

Party becoming due prior to its scheduled maturity or that enables or permits (after the giving of all notices and the expiration of all grace periods) the holder or holders of any Material Indebtedness of any Loan Party or any trustee or agent on

its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance

thereof, prior to its scheduled maturity (other than, with respect to Indebtedness consisting of Swap Agreements, termination events or equivalent events pursuant to the terms of such Swap

Agreements); provided that this clause (g) shall not apply to (x) Material Indebtedness that is secured Indebtedness and that becomes due as a result of the voluntary sale or transfer of the property or assets securing such

Material Indebtedness, (y) regularly scheduled amortization payments with respect to Material Indebtedness or (z) customary non-default mandatory prepayments with respect to Material Indebtedness in

connection with asset sales, casualty or condemnation events (provided that the failure to pay any such Indebtedness shall not constitute a Default or Event of Default so long as such Loan Party is diligently contesting the payment of the

same by appropriate legal proceedings and such Loan Party has set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default

rate thereunder and costs of enforcement in the event of an adverse outcome);

(h) an involuntary proceeding shall be commenced or an

involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency,

receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or for a substantial part of its assets (an

“Involuntary Proceeding”), and, in any such case, such Involuntary Proceeding shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief

under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described

in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or for a substantial part of its assets, (iv) file

an answer admitting the material allegations of a petition filed against it in any proceeding or petition described in clause (h) of this Article, (v) make a general assignment for the benefit of creditors or (vi) take any action for

the purpose of effecting any of the foregoing;

(j) the Borrower shall become unable, admit in writing its inability or fail generally to

pay its debts as they become due;

(k) a Loan Party shall fail within sixty (60) days to pay, bond or otherwise discharge any final

judgments or orders for the payment of money (not covered by insurance as to which the insurer has been notified of such judgment or order and has not issued a notice denying coverage thereof) in an amount which, when added to all other judgments or

orders outstanding against such Loan Party would exceed the Threshold Amount in the aggregate, which have not been stayed on appeal or otherwise appropriately contested in good faith;

(l) any Loan Party shall disavow, revoke or terminate (or attempt to terminate) in writing

any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of this Agreement, a Guaranty, or Liens on any

material portion of the Collateral purported to be covered by the Collateral Documents or any other Loan Document (other than as a result of repayment in full of the Obligations), or a Lien on any material portion of the Collateral purported to be

covered by the Collateral Documents ceases to be a valid and perfected lien with the priority described in the Collateral Documents or any other Loan Document, at any time after its execution and delivery and for any reason other than as expressly

permitted hereunder or thereunder, shall cease to be in full force and effect (except as a result of the express terms thereof or as a result of the Administrative Agent’s failure to maintain possession of certificates actually delivered to it

representing securities pledged under the Pledge Agreement or to file UCC continuation statements);

(m) an ERISA Event shall have

occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; or

(n) a Change in Control shall have occurred;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this

Article), and at any time thereafter during the continuance of such event, the Administrative Agent shall, at the written direction of the Required Lenders, by notice to the Borrower, take either or both of the following actions, at the same or

different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared

to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued

hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; in case of any event with respect to the Borrower described in clause

(h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder,

shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in the case of any such event the Administrative Agent shall, at the written direction

of the Required Lenders, by notice to the Borrower require the Loan Parties to cash collateralize the LC Exposure as set forth in Section 2.06(j).

SECTION 7.02 Distribution of Payments after Default. In the event that following the occurrence or during the continuance of any Event

of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any the Loan Documents, such monies shall be distributed for application as follows:

(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, all

reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in its capacity as such in connection with the collection of such monies by the Administrative Agent, for the exercise,

protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Agreement or any of the other Loan Documents or in support of any provision of adequate

indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies;

(b) Second, to pay any fees or expense reimbursements then due to the Lenders

(other than in connection with Secured Hedge Agreements and Treasury Services Agreements) from the Loan Parties and any fees then due to the Administrative Agent;

(c) Third, to pay interest then due and payable on the Loans and unreimbursed LC Disbursements and any fees, premiums and

scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts payable under this clause (c);

(d) Fourth, to pay or prepay, as applicable, principal on the Loans and unreimbursed LC Disbursements and any breakage,

termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts under this clause (d);

(e) Fifth, to pay an amount to the Administrative Agent equal to one hundred and one percent (101%) of the aggregate undrawn

amount of all outstanding Letters of Credit and the aggregate amount of any unreimbursed LC Disbursements, to be held as cash collateral for such Obligations;

(f) Sixth, to payment of any amounts owing with respect to indemnification provisions of the Loan Documents, if any;

(g) Seventh, to the payment of any other Obligation due to the Administrative Agent or any Secured Party, if any; and

(h) Eighth, to the Borrower or whoever may be legally entitled thereto.

ARTICLE VIII

The

Administrative Agent

SECTION 8.01 Appointment and Authority. Each of the Lenders and each Issuing Bank hereby irrevocably

appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and

powers as are reasonably incidental thereto. The provisions of this Article (other than Section 8.06) are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and neither the Borrower nor any other Loan Party

shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative

Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an

administrative relationship between contracting parties.

SECTION 8.02 Rights as a Lender. The bank serving as the Administrative Agent

hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and

generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

SECTION 8.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth

herein. Without limiting the generality of the foregoing: (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative

Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by

the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), provided that the Administrative Agent shall not be required to take any action that, in its

opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under

any applicable law with respect to any Bankruptcy Event or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any applicable law with respect to any Bankruptcy Event, and (c) except as

expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by

the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number

or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). The

Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any

duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith,

(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or

document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not be

responsible for the existence or description of any Collateral or the validity, perfection or priority of any Liens thereon.

SECTION 8.04

Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing

believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur

any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by

it in accordance with the advice of any such counsel, accountants or experts.

SECTION 8.05 Delegation of Duties. The Administrative Agent may perform any and all

its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such

sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of

the credit facilities provided for herein as well as activities as Administrative Agent.

SECTION 8.06 Resignation or Removal of

Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, (a) the Administrative Agent may resign at any time by notifying the Lenders, each Issuing Bank and the

Borrower and (b) the Required Lenders may by written notice to the Administrative Agent and the Borrower remove the Administrative Agent (i) for its gross negligence or willful misconduct as determined by a court of competent jurisdiction

in a final non-appealable judgment, or (ii) if it has become a Defaulting Lender. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of the Borrower

(so long as no Event of Default under Section 7.01(a), (b), (h) or (i) with respect to the Borrower has occurred and is continuing at such time), to appoint a successor. If no successor shall have

been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring or removed Administrative Agent gives notice of its resignation or is removed, then the retiring or removed

Administrative Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Administrative Agent which shall be a Lender. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall

succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. The fees

payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the

provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to

be taken by any of them while it was acting as Administrative Agent.

SECTION 8.07 Non-Reliance

on Administrative Agent and Other Lenders. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender

further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents

and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the

Administrative Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the

Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or

thereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder.

SECTION 8.08 Issuing Bank Reports to Administrative Agent.

(a) Unless otherwise agreed by Administrative Agent, each Issuing Bank shall, in addition to its notification obligations set forth elsewhere

in this Section, provide Administrative Agent a Letter of Credit Report or other information, as and when set forth below:

(i) For so long

as any Letter of Credit issued by such Issuing Bank is outstanding, such Issuing Bank shall deliver to Administrative Agent (i) on the last Business Day of each calendar month and (ii) on each date that (1) a Letter of Credit

extension or other modification occurs or (2) there is any expiration, cancellation or disbursement, in each case, with respect to such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every

outstanding Letter of Credit issued by such Issuing Bank; and

(ii) on any Business Day, such other information as the Administrative

Agent shall reasonably request as to the Letters of Credit issuing by such Issuing Bank.

SECTION 8.09 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from

the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one

or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a

class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),

PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions

involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect

to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning

of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of

Credit, the Commitments and this Agreement, (C) the entrance into, participation in,

administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections

(b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are

satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, the

Borrower, and such Lender (such agreement not to be unreasonably withheld or delayed).

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date

such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent, the Lead Arranger and their respective Affiliates, that none of the Administrative Agent, the Lead

Arranger/Bookrunner or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of

Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

SECTION 8.10 Withholding Taxes. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to

any Lender an amount equivalent to any applicable withholding Tax. If any taxing authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including,

without limitation, because the appropriate documentation was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of

withholding Tax ineffective), such Lender shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by a Loan

Party pursuant to Section 2.17 and without limiting or expanding the obligation of any Loan Party to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all

expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant

Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and

apply all amounts at any time owing to such Lender under this Agreement, any other Loan Document or otherwise against any amount due the Administrative Agent under this Section 8.10. The agreements in this

Section 8.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations.

For purposes of this Section 8.10, the term “Lender” includes any Issuing Bank.

SECTION 8.11 No Other Duties, Etc. Anything herein to the contrary notwithstanding,

the Lead Arranger/Bookrunner listed on the cover page hereof shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender

or an Issuing Bank hereunder.

SECTION 8.12 Erroneous Payments.

(a) If the Administrative Agent (x) notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a

Lender, Issuing Bank or Secured Party (any such Lender, Issuing Bank, Secured Party or other recipient (and each of their respective successors and assigns), but in any event excluding the Loan Parties and their Affiliates, a “Payment

Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative

Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such

Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and

collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent

pending its return or repayment as contemplated below in this Section 8.12 and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank or Secured Party shall (or, with respect to any Payment

Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in

writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent

waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in

same day funds at the applicable Overnight Rate. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Payment Recipient agrees that if it receives a payment, prepayment or repayment

(whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that

specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a

notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Payment Recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then

in each such case:

(i) it acknowledges and agrees that (A) in the case of immediately

preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately

preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Payment

Recipient shall (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the

circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the

Administrative Agent pursuant to this Section 8.12(b).

For the avoidance of doubt, the failure to deliver a

notice to the Administrative Agent pursuant to this Section 8.12(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 8.12(a) or on whether or not an

Erroneous Payment has been made.

net and apply any and all amounts at any time owing to such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, Issuing Bank or Secured Party under any Loan

Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding Section 8.12(a).

(d)

(i) In the

event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with Section 8.12(a), from any Lender that has received such Erroneous

Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon

the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its

Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Loans”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent

may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Loans, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any

accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an

agreement incorporating an Assignment and Assumption by reference pursuant to an Electronic System as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such

Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of

the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall

become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment,

excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall

each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment made to the Administrative Agent (but not, for the avoidance of doubt, to any subsequent assignee), and (E) the

Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any

Lender and such Commitments shall remain available in accordance with the terms of this Agreement.

(ii) Subject to

Section 9.04 (including, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an

Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the

Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable

Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired

from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount

specified by the Administrative Agent in writing to the applicable Lender from time to time. In addition, each Payment Recipient agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant

to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or

Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency.

(e) The parties hereto agree that an

Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 8.12 shall not be interpreted to increase (or

accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable

had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, this clause (e) shall not apply to the extent any such

Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby

waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous

Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

(g) Each

party’s obligations, agreements and waivers under this Section 8.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender

or Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(h) Notwithstanding anything to the contrary herein or in any other Loan Document, no Loan Party nor any of their respective Affiliates shall

have any obligations or liabilities directly or indirectly arising out of this Section 8.12 in respect of any Erroneous Payment (other than having consented to the assignment referenced in Section 8.12(d)(i) above).

ARTICLE IX

Miscellaneous

SECTION 9.01 Notices. (a) Except in the case of notices and other communications expressly permitted to be given by

telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by

telecopy, as follows:

(i) subject to Section 9.04(g), if to the Borrower (or any other Loan

Party) or the Administrative Agent or an Issuing Bank, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 9.01(a) or to such other address, facsimile number, electronic mail

address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any

other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight

courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the

recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as

provided in said paragraph (b).

(b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be

delivered or furnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative

Agent and the applicable Lender. The Administrative Agent or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided

that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise

prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the

“return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed

received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying

the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication

shall be deemed to have been sent at the opening of business on the next business day for the recipient.

its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed

to have been given on the date of receipt.

(d) Electronic Systems.

(i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined

below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.

(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The

Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without

limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection

with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other Loan Parties,

any Lender, any Issuing Bank or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising

out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System other than as a result of willful misconduct or gross negligence by such

Person as determined by a final, non-appealable order of a court of competent jurisdiction. “Communications” means, collectively,

any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender

or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

SECTION 9.02

Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such

right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the

Issuing Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any

event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality

of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such

Default at the time.

(b) Neither this Agreement nor any provision hereof or any other Loan Document may be waived, amended or modified

except pursuant to an agreement or agreements in writing entered into by the Borrower, the Administrative Agent and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that

no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent to a disbursement hereunder or of any Default, Event of Default or

Mandatory Prepayment Event shall not constitute an extension or increase of any Commitment of any Lender), (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder,

without the written consent of each Lender affected thereby (provided that only the consent of Required Lenders shall be necessary to waive any applicability of default interest) (it being understood that the waiver of (or amendment to the terms of)

any Mandatory Prepayment Event of the Loans or waiver of any Default or Event of Default shall not constitute a postponement of any date scheduled for the payment of principal or interest and it being understood that any change to the definition of

“Leverage Ratio” or, in each case, in the component definitions thereof, shall not constitute a reduction or forgiveness in any rate of interest), (iii) except as provided in Section 2.21, postpone the scheduled

date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any

Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(a), (b) or (c) or Section 7.02 in a manner that would alter the pro rata

sharing of payments required thereby, or the definition of “Pro-Rata Share”, in each case without the written consent of each Lender directly and adversely affected thereby, (v) change any of

the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or

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make any determination or grant any consent hereunder, without the written consent of each Lender, (vi) release all or substantially all of the value of the Guaranty by the Guarantors

without the written consent of each Lender (unless otherwise not prohibited under the Loan Documents), (vii) extend the expiration date of any Letter of Credit beyond the Maturity Date without the written consent of each Lender affected thereby;

(viii) change the payment waterfall provisions of Section 2.20(c) or Section 7.02 without the written consent of each Lender directly and adversely affected thereby, (ix) other than in

connection with a transaction not prohibited under Section 6.01 or Section 6.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the

written consent of each Lender (other than a Defaulting Lender), (x) amend the definition of “Approved Currency” or “Approved Foreign Currency” without the written consent of each Lender or (xi) amend or waive any of the

conditions set forth in Section 4.02 without the written consent of each Lender; provided, further, that (i) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative

Agent, the Lead Arranger/Bookrunner or any Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Lead Arranger/Bookrunner or such Issuing Bank, as the case may be, (ii) no such agreement shall amend or modify

Section 2.20 without the prior written consent of the Administrative Agent and each Issuing Bank and (iii) any removal of the Administrative Agent in accordance with the provisions of

Section 8.06 shall not require the consent of the Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent

hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver,

amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms materially and adversely affects any Defaulting Lender (if such Lender were not a Defaulting Lender) to a greater extent than other affected

Lenders shall require the consent of such Defaulting Lender.

Document may be amended solely with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Lender if such amendment is delivered in order (A) to correct or cure ambiguities, errors,

omissions or defects, (B) to effect administrative changes of a technical or immaterial nature, (C) to fix incorrect cross references or similar inaccuracies in this Agreement or the applicable Loan Document, (D) solely to add benefit

to one or more existing Revolving Facilities, including but not limited to, increase in margin and interest rate floor, in order to cause any Incremental Facility to be fungible with any existing Revolving Facility and (E) solely to make the

terms of this Agreement or any other Loan Document more restrictive (or less favorable) to the Borrower and its Subsidiaries (as determined by the Borrower) and in each case, such amendment shall become effective without any further action or the

consent of any other party to any Loan Document. In addition to the foregoing, the Collateral Documents and related documents in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative

Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or

waiver is delivered in order to (i) comply with local Law or advice of local counsel, (ii) correct or cure ambiguities, omissions, mistakes or defects or (iii) cause such Collateral Documents or other document to be consistent with

this Agreement and the other Loan Documents and, in each case, such amendment shall become effective without any further action or the consent of any other party to any Loan Document.

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(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary,

the Borrower and, if applicable, the Administrative Agent may enter into any Additional Credit Extension Amendment in accordance with Section 2.04 and any Extension Amendment in accordance with

Section 2.21 and such Additional Credit Extension Amendments and Extension Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case,without any further action

or consent of any other party to any Loan Document.

(e) Each Lender and each other Secured Party by its acceptance of the Collateral

Documents irrevocably agrees that any Lien granted to it by the Loan Parties on any Collateral granted by any Loan Party under any Loan Document shall be automatically released (i) upon the termination of the Revolving Commitments, payment and

satisfaction in full in cash of all Obligations (other than (x) obligations under Secured Hedge Agreements and Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and

payable), and termination or cancellation of all Letters of Credit or cash collateralization of all Obligations under the Letters of Credit in a manner satisfactory to each affected Issuing Bank (or if such Letters of Credit have been backstopped by

letters of credit that the affected Issuing Bank, in its sole discretion, agrees to accept), (ii) constituting property being sold or disposed of (to a Person that is not a Loan Party) if such sale or disposition is made in compliance with the terms

of this Agreement, and to the extent that the property being sold or disposed of constitutes the Equity Interest of a Subsidiary, the Administrative Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) subject to this

Section 9.02, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to the extent such asset constitutes an Excluded Asset or (v) any Subsidiary becomes an

Excluded Subsidiary; provided that, without limitation to the operation of the automatic releases described in this clause (e), a certificate of an Authorized Officer, delivered at the option of the Borrower, to the Administrative Agent with respect

to any release described in this clause (e) stating that the Borrower has determined in good faith that such release satisfies the foregoing requirements shall be conclusive evidence that such release satisfies the foregoing requirement and

such automatic release has occurred (and the Administrative Agent may rely conclusively on such certificate without further inquiry). Any Guarantor (other than the Parent Guarantor) shall be automatically released from its obligations under the

Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that, without limitation of the operation of the automatic releases described in

this clause (v), a certificate of an Authorized Officer delivered at the option of the Borrower, to the Administrative Agent with respect to any such automatic release stating that such Guarantor has ceased to be a Subsidiary or has become an

Excluded Subsidiary as a result of a transaction or designation permitted hereunder, as the case may be, shall be conclusive evidence that such release satisfies the foregoing requirement and such automatic release has occurred (and the

Administrative Agent may rely conclusively on such certificate without further inquiry). The Borrower or Parent Guarantor, as applicable, shall be automatically released from its obligations under this Agreement or any other Loan Document upon any

Successor Borrower or Successor Parent Guarantor assuming all the obligations of the Borrower or the Parent Guarantor, as applicable under this Agreement and the other Loan Documents to which the Borrower or the Parent Guarantor, as applicable, is a

party in accordance

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with the requirements of Section 6.02. Any such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or

obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In each case as specified in this

Section 9.02, the Administrative Agent will promptly upon the request of the Borrower (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the

applicable Loan Party such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Pledge Agreement, or to evidence the release

of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.02. Any execution and delivery of documents pursuant to this Section shall be without recourse to or

warranty by the Administrative Agent.

(f) If, in connection with any proposed amendment, waiver or consent requiring the consent of

“each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being

referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this

Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other

Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of this Section 9.02 and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the

Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17.

(g) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent and the Borrower shall be

permitted to enter into any amendment, modification or waiver of this Agreement and/or any of the other Loan Documents, or enter into any new agreement or instrument, to (i) effect the granting, perfection, protection, expansion or enhancement

of any security interest in any additional property or assets to become Collateral for the benefit of the Secured Parties (including amending the terms of the definition of “Excluded Assets” and any related provisions as it relates to

such additional property or assets) and/or (ii) add other Subsidiaries of the Borrower as Guarantors (including amending the terms of the definition of “Excluded Subsidiary” and any related provisions as it relates to such

additional Guarantors). Any such amendment, modification or waiver shall become effective without any further action or consent of any of other party to this Agreement; provided that the Administrative Agent shall promptly notify the Lenders of any

such amendment, modification or waiver.

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SECTION 9.03 Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay

(i) all reasonable out of pocket and documented expenses incurred by the Administrative Agent, the Lead Arranger/Bookrunner and their Affiliates, including the reasonable and documented fees, charges and disbursements of one outside counsel for

the Administrative Agent, the Lead Arranger/Bookrunner and their Affiliates, taken as a whole, and, if necessary, of one local counsel in any relevant material jurisdiction (and, solely in the case of a conflict of interest, one additional counsel

in each relevant material jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof, due

diligence expenses and all printing, reproduction, document delivery, travel, IntraLinks, and communication costs, (ii) all reasonable out-of-pocket and documented

expenses incurred by any Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all

out-of-pocket and documented expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel

for the Administrative Agent, any Issuing Bank or any Lender (but in each case limited to the fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders, taken as a whole and, if reasonably necessary, one

additional local counsel for the Administrative Agent and the Lenders, taken as a whole, in each relevant material jurisdiction, and in the case of an actual or perceived conflict of interest, one additional counsel (and, if applicable, one

additional local counsel in each relevant material jurisdiction) to the affected Lender or Lenders similarly situated and taken as a whole), during the existence of an Event of Default and in connection with the enforcement or protection of its

rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such

out-of-pocket and documented expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. All amounts due under

this Section 9.03(a) shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the extent reasonably

available, backup documentation supporting such reimbursement request; provided that with respect to the Effective Date, all amounts due under this Section 9.03 shall be paid on the Effective Date solely to the extent invoiced to the

Borrower within three Business Days of the Effective Date.

(b) The Borrower shall indemnify the Administrative Agent, the Lead

Arranger/Bookrunner, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all

losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of counsel, incurred by or asserted against any Indemnitee arising out of or as a result of (i) the execution or delivery of

this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby,

(ii) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting any Loan Party, this Agreement or the other

Loan Documents; (iii) enforcing any obligations of or collecting any payments due from any Loan Party under this Agreement or the other Loan Documents, (iv) any Loan or Letter of Credit or the use of the proceeds therefrom (including any

refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (v) any actual or alleged presence or

release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries, or (vi) any actual or prospective

claim, litigation, investigation or proceeding relating

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to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, whether brought by the Borrower, any other Loan Party or

a third party; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final

and non-appealable judgment to (x) have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or from the material breach by such Indemnitee of its obligations under the

Loan Documents, or (y) have not resulted from an act or omission by the Borrower or its Affiliates and have been brought by an Indemnitee against any other Indemnitee (other than a claim or dispute involving an Indemnitee in its capacity as the

Administrative Agent, an Issuing Bank or the Lead Arranger/Bookrunner) and (B) the Borrower shall not, in connection with any such losses, claims, damages, liabilities or related expenses in the same jurisdiction, be liable for the reasonable

fees and expenses of more than one separate law firm (which shall be selected by the Lead Arranger/Bookrunner after consultation with the Borrower) at any one time for the Indemnitees as a whole (and, if necessary, one firm of local and regulatory

counsel in each relevant material jurisdiction and regulatory field, as applicable, at any one time for the Indemnitees as a whole); provided, further, that in the case of a conflict of interest where the Indemnitee affected by such conflict

informs the Borrower of such conflict, the Borrower shall be responsible for the reasonable fees and expenses of one firm of counsel (and, if necessary, one firm of local and regulatory counsel in each relevant material jurisdiction and regulatory

field) for each such affected Indemnitee. If any action, suit or proceeding is brought against any Indemnitee in connection with any claim for which it is entitled to indemnity hereunder, such indemnified person shall (x) promptly notify the

Borrower in writing of such action, suit or proceeding and (y) give the Borrower an opportunity to consult from time to time with such Indemnitee regarding defensive measures and potential settlement. This

Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph

(a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro-Rata Share (determined as of the time that the applicable unreimbursed

expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative

Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to any Issuing Bank under paragraph (a) or (b) of this Section, each Revolving Lender severally agrees to pay to such

Issuing Bank such Lender’s Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss,

claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Issuing Bank in its capacity as such.

(d) To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other

party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated

hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Borrower of any obligation it may

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have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee referred to in paragraph

(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with

this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent that liability is determined by a court of competent jurisdiction by final and non-appealable

judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or from the material breach by such Indemnitee of its obligations under the Loan Documents.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the

parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or

obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), other than as contemplated in Section 6.02, and

(ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties

hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent

expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)

(i) (i)

Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all

or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (not to be unreasonably withheld or delayed) of:

(A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to (I) with respect

to Revolving Commitments, a Revolving Lender or an Affiliate of a Revolving Lender of similar creditworthiness to such Revolving Lender, or (II) if an Event of Default under Section 7.01(a), (b), (h) or

(i) with respect to the Borrower has occurred and is continuing at the time of such assignment, any Eligible Assignee (other than an Ineligible Institution). Notwithstanding the foregoing, the Administrative Agent shall send notice of an

assignment to the Borrower;

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(B) the Administrative Agent, provided that no consent of the

Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment or an Affiliate thereof; and

Revolving Commitment to an assignee that is either (I) a Lender with a Revolving Commitment immediately prior to giving effect to such assignment or (II) rated at least Baa3 by Moody’s or BBB-

by S&P or Fitch for its unsecured long-term senior debt obligations or an equivalent rating from a nationally recognized rating agency (or whose obligations are guaranteed in full by an unconditional guaranty of a person with such ratings),

provided, further, that each Issuing Bank shall be promptly notified of the assignment to an assignee described in subclauses (I) and (II) above by the Administrative Agent (provided that, the providing of any such notice shall not affect the

effectiveness or validity of such assignment);

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining

amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is

delivered to the Administrative Agent) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of

the Borrower shall be required if an Event of Default under Section 7.01(a), (b), (h) or (i) with respect to the Borrower has occurred and is continuing at the time of such assignment;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights

and obligations under this Agreement;

Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and any Tax documentation required to be provided under Section 2.17(e); and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in

which the assignee designates one or more credit contacts at such assignee to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and

their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

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(iii) Subject to acceptance and recording thereof pursuant to paragraph

(b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights

and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an

Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.17

and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of

a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The

Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,

and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be

conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of

this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender (with respect to its interest), at any reasonable time and from time to time upon reasonable

prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an

assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to

such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning

Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.06(d), Section 2.06(e), Section 2.07(b),

Section 2.18(d) or Section 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until

such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Section 9.04(b)(i)(A) for an assignment to such Person (solely in the case of a participation or other transfer of rights and/or obligations in the Loans in which voting rights are transferred) and without the consent of

the Administrative Agent or any Issuing Bank, sell participations to one or more Eligible Assignees (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations

under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall

remain

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solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative Agent, each Issuing Bank and the other Lenders shall continue

to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation or otherwise transfers rights and/or

obligations in the Loans shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument

may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower

agrees that each Participant shall be entitled to the benefits of Sections 2.15 and 2.17, subject to the requirements and limitations therein, including the requirements under Section 2.17(e) (it being

understood that the documentation required under Section 2.17(e) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph

(b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section; and

(B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent

such participation was made with the Borrower’s prior written consent (not to be unreasonably withheld or delayed). Each Lender that sells a participation or otherwise transfers rights and/or obligations in the Loans agrees, at the

Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19(b) with respect to any Participant or transferee. To the extent permitted by law,

each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a

Lender. Each Lender that sells a participation or otherwise transfers rights and/or obligations in the Loans shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register

on which it enters the name and address of each Participant or transferee, as applicable, to which it sells a Participation or otherwise transfers rights and/or obligations in the Loans and the principal amounts (and stated interest) of each such

Participant’s or transferee’s interest, as applicable, in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to

disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan

Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c)

of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such

participation for all purposes of this Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to

secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided

that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(e) [Reserved].

(f) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a

special purpose funding vehicle (an “SPV”) the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Agreement; provided that (i) nothing herein

shall constitute a commitment by any SPV to fund any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms

hereof, (iii) no SPV shall have any voting rights pursuant to this Section 9.04(f) (all such voting rights shall be retained by the Granting Lender), (iv) with respect to notices, payments and other matters hereunder,

the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPV, but may limit their communications and other dealings relevant to such SPV to the applicable Granting Lender, and (v) with respect to the funding

of any Loan by an SPV, the Borrower shall not have to pay any greater cost, or incur any greater expense, under the provisions of this Section 9.04(f) or otherwise, than if all Loans were funded by the applicable Granting

Lender without the involvement of an SPV, except to the extent the grant to the SPV is made with the Borrower’s prior written consent (not to be unreasonably withheld or delayed). The funding of a Loan by an SPV hereunder shall utilize the

Revolving Commitment of the Granting Lender to the same extent that, and as if, such Loan were funded by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a

Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive termination of

this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other Person in instituting

against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. This Section 9.04(f) may not be amended without the prior

written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPV at the time of such amendment.

(g) Any

request for consent of the Borrower pursuant to Section 9.04(b)(i)(A) or Section 9.04(c) (with respect to any participation with respect to the Revolving Facility) and related communications shall

be delivered by the Administrative Agent simultaneously to the following Persons:

(i) with respect to any request for

consent in respect of any assignment or participation relating to Revolving Commitments or Revolving Credit Exposure, to (A) any recipient that is an employee of the Borrower, as designated in writing to the Administrative Agent by the Borrower

from time to time (if any) and (B) the chief financial officer of the Borrower or any other Authorized Officer designated by the Borrower in writing to the Administrative Agent from time to time; and

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(ii) in addition to the Persons set forth in clause (i) above and prior

to the occurrence of a Change in Control, with respect to any request for consent in respect of any assignment or participation related to Revolving Commitments or Revolving Credit Exposure, to (A) the Sponsor as specified on Schedule

9.01(a) and (B) an employee of the Sponsor designated in writing to the Administrative Agent by the Sponsor from time to time.

(h) If any Loans or Commitments are assigned or participated (x) to a Disqualified Institution or (y) without complying with the

notice requirement under Section 9.04(g), then: (a) the Borrower may (i) terminate any Commitment of such person and prepay any applicable outstanding Loans at a price equal to the least of (x) the current trading price of the

Loans, (y) par and (z) the amount such person paid to acquire such Loans, in each case, without premium, penalty, prepayment fee or breakage, and/or (ii) require such person to assign its rights and obligations to one or more Eligible

Assignees at the price indicated above (which assignment shall not be subject to any processing and recordation fee) and if such person does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting

such assignment within three (3) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such person, then such person shall be deemed to have executed and delivered such Assignment and

Assumption without any action on its part, (b) no such person shall receive any information or reporting provided by the Borrower, the Administrative Agent or any Lender, (c) for purposes of voting, any Loans or Commitments held by such

person shall be deemed not to be outstanding, and such person shall have no voting or consent rights with respect to “Required Lender” or class votes or consents, (d) for purposes of any matter requiring the vote or consent of each

Lender affected by any amendment or waiver, such person shall be deemed to have voted or consented to approve such amendment or waiver if a majority of the affected class (giving effect to clause (c) above) so approves, and (e) such person

shall not be entitled to any expense reimbursement or indemnification rights under any Loan Documents (including Section 9.03) and the Borrower expressly reserves all rights against such person under contract, tort or any

other theory and shall be treated in all other respects as a Defaulting Lender; it being understood and agreed that the foregoing provisions shall only apply to a Disqualified Institution and not to any assignee of such Disqualified Institution that

becomes a Lender so long as such assignee is not a Disqualified Institution or an Affiliate thereof.

(i) The Administrative Agent shall

not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institution or any investment vehicle or trust for, or owned or operated

for the primary benefit of, a natural person. Without limiting the generality of the foregoing, the Administrative Agent shall not (a) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender

or Participant is a Disqualified Institution or investment vehicle or trust for, or owned or operated for the primary benefit of, a natural person or (b) have any liability with respect to or arising out of any assignment or participation of

Loans, or disclosure of confidential information, to any Disqualified Institution.

SECTION 9.05 Survival. All covenants,

agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto

and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the

Administrative Agent, any Issuing Bank or any Lender

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may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the

principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The

provisions of Sections 2.15, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the

termination or expiration of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06 Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts

(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees

payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when

taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b) Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that

reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,”

and words of like import in this Agreement, the other Loan Documents and any transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures or electronic records, each of which shall be of the same legal effect,

validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic

Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as

to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a

particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08 Right of Setoff. If an Event

of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,

time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter

existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this

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Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off

shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18(c) and, pending such payment, shall be segregated by such Defaulting Lender from its other

funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to

such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall

not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement and any claims, controversy, dispute

or cause of action (whether in contract, tort, or otherwise and whether at law or in equity) shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of

the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in New York County, Borough of Manhattan, and any appellate court from

any thereof, in any action or proceeding (whether in contract, tort, or otherwise and whether at law or in equity) arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby

irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined solely in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto

agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, nothing in this Agreement

shall be deemed or operate to preclude (i) the Administrative Agent, any Lender or any Issuing Bank from bringing suit or taking other legal action in any other jurisdiction to realize on any security for the Obligations (in which case any

party shall be entitled to assert any claim or defense other than any objection to the laying of venue of such action or the action having been brought in an inconvenient forum but including any claim or defense that this

Section 9.09 would otherwise require to be asserted in a legal action or proceeding in a New York court), or to enforce a judgment or other court order in favor of the Administrative Agent, any Lender or any Issuing Bank,

(ii) any party from bringing any legal action or proceeding (whether in contract, tort, or otherwise and whether at law or in equity) in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York

courts decline jurisdiction over any Person, or decline (or, in the case of the Federal District court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in

another court having jurisdiction and (iv) in the event a legal action or proceeding (whether in contract, tort, or otherwise and whether at law or in equity) is brought against any party hereto or involving any of its assets or property in

another court (without any collusive assistance by such party or any of its subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 9.09 would otherwise

require to be asserted in a legal action or proceeding in a New York court) in any such action or proceeding.

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fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph

(b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in

Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY

HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER

PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are

not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders (each, a “Restricted

Party”) agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants,

legal counsel and other advisors who need to know such information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information

confidential and any failure by such Person to comply with this Section 9.12 shall constitute a breach of this Section 9.12 by the relevant Restricted Party), (b) to the extent

(i) requested by any regulatory or self-regulatory authority or (ii) required by applicable laws or regulations or by any subpoena or similar legal process (provided that (x) solely to the extent permitted by law and other than in

connection with routine audits and reviews by regulatory authorities or self-regulatory authorities, each Restricted Party shall notify the Borrower as promptly as practicable of any such requested or required disclosure in connection with any legal

or regulatory proceeding and (y) each Restricted Party shall use commercially reasonable efforts to ensure that such Information is kept confidential), (c) [reserved], (d) to any other party to this Agreement, (e) in connection with the

exercise of any remedies hereunder or any suit, action or

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proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to advising any such recipient of the requirements of this Section 9.12

and (other than in connection with any pledge or assignment of the Loans pursuant to Section 9.04(d) to secure obligations to a Federal Reserve Bank) subject to the acknowledgement and acceptance by such recipient that such

information is being disseminated on a confidential basis (on substantially the terms set forth in this Section 9.12) in accordance with customary market standard for dissemination of such type of information, to (i) any assignee of or

Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) in connection with any pledge of the Loans pursuant to Section 9.04(d) or any grant to an

SPV pursuant to Section 9.04(f), (iii) any actual or prospective counterparty (or its advisors) to any swap, derivative or other transaction relating to this Agreement, the Borrower and its obligations or payments hereunder

or (iv) to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may be made by reference to this

Agreement, (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any

Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrower that is not known by the recipient of such information to be subject to a confidentiality obligation or (i) on

a confidential basis to the CUSIP Service Bureau or any similar organization. In addition, the Administrative Agent, the Issuing Banks and the Lenders may disclose the existence of this Agreement and publicly available information about this

Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration, settlement and management of this Agreement and the other

Loan Documents. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the

Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this

Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13 Material Non-Public Information.

(a) EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 9.12(a)) FURNISHED TO IT PURSUANT TO THIS

AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE

OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL

AND STATE SECURITIES LAWS.

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(b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE

BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER,

THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY

RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.14 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to

any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum

Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges

payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be

cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the applicable Overnight

Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.15 USA PATRIOT Act and Beneficial Ownership

Regulation. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) and Beneficial

Ownership Regulation, hereby notifies the Borrower and the Guarantors that pursuant to the requirements of the Act and, in the case of the Borrower (to the extent it qualifies as a “legal entity customer”), the Beneficial Ownership

Regulation, it is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes the name and address of the Borrower and the Guarantors and other information that will allow such Lender

to identify the Borrower and the Guarantors in accordance with the Act and, in the case of the Borrower (to the extent it qualifies as a “legal entity customer”), the Beneficial Ownership Regulation.

SECTION 9.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of the Transactions (including in connection with

any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this

Agreement provided by the Administrative Agent, the Lead Arranger/Bookrunner, the Lenders and the Issuing Banks are arm’s-length commercial transactions between the Borrower and its Affiliates, on the

one hand, and the Administrative Agent, the Lead Arranger/Bookrunner, the Lenders and the Issuing Banks, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed

appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii)(A) the Administrative Agent, the Lead

Arranger/Bookrunner, each Lender and each Issuing Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary

for the Borrower or any of its

116

Affiliates, or any other Person and (B) none of the Administrative Agent, the Lead Arranger/Bookrunner, any Lender or any Issuing Bank has any obligation to the Borrower or any of its

Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lead Arranger/Bookrunner, the Lenders, the Issuing

Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Lead Arranger/Bookrunner, any Lender or

any Issuing Bank has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower hereby agrees that it will not claim that any of the Administrative Agent, the Lead Arranger/Bookrunner, Lenders, Issuing Banks and

their respective affiliates has rendered advisory services of any nature or respect or owes a fiduciary duty or similar duty to it in connection with any aspect of the Transactions. Accordingly, to the fullest extent permitted by law, the Borrower

hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arranger/Bookrunner, any Lender or any Issuing Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any

aspect of the Transactions.

SECTION 9.17 Acknowledgement and Consent to Bail-In of Affected

Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement,

arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is

unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder

which may be payable to it by any Lender or Issuing Bank that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full

or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or

other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by

it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the

variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

SECTION 9.18 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee

or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as

follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit

117

Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution

Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New

York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC

(each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under

such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special

Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act

Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against

such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or

a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a

Supported QFC or any QFC Credit Support.

SECTION 9.19 Judgment Currency. If, for the purposes of obtaining judgment in any court,

it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase

the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the

other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the

“Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency,

the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum

originally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the

case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such Agreement Currency, the Administrative Agent or such Lender, as the case

may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

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[Signature pages follow]

119

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and

delivered by their respective authorized officers as of the day and year first above written.

BXDC OPERATING PARTNERSHIP LP, as Borrower

By: Blackstone Digital Infrastructure Trust Inc., its general partner

By:

/s/ Anthony F. Marone, Jr.

Name:

Anthony F. Marone, Jr.

Title:

Chief Financial Officer and Treasurer

[Signature Page to

Revolving Credit Agreement]

CITIBANK, N.A.,

as Administrative

Agent

By:

/s/ Saad Zaman

Name:

Saad Zaman

Title:

Authorized Signatory

[Signature Page to

Revolving Credit Agreement]

CITIBANK, N.A.,

as a

Lender

By:

/s/ Saad Zaman

Name:

Saad Zaman

Title:

Authorized Signatory

[Signature Page to

Revolving Credit Agreement]

GOLDMAN SACHS BANK USA,

as a

Lender

By:

/s/ Jonathan Dworkin

Name:

Jonathan Dworkin

Title:

Authorized Signatory

[Signature Page to

Revolving Credit Agreement]

MORGAN STANLEY BANK, N.A.,

as a

Lender

By:

/s/ Michael King

Name:

Michael King

Title:

Authorized Signatory

[Signature Page to

Revolving Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender

By:

/s/ Alison Lugo

Name:

Alison Lugo

Title:

Vice President

By:

/s/ Marko Lukin

Name:

Marko Lukin

Title:

Director

[Signature Page to

Revolving Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By:

/s/ Kate Brown

Name:

Kate Brown

Title:

Vice President

[Signature Page to

Revolving Credit Agreement]

BARCLAYS BANK PLC,

as a

Lender

By:

/s/ Charlene Saldanha

Name:

Charlene Saldanha

Title:

Director

[Signature Page to

Revolving Credit Agreement]

JPMORGAN CHASE BANK, N.A.,

as a

Lender

By:

/s/ Arthur Atte

Name:

Arthur Atte

Title:

Vice President

[Signature Page to

Revolving Credit Agreement]

BANK OF AMERICA, N.A.,

as a

Lender

By:

/s/ Kevin McLain

Name:

Kevin McLain

Title:

Senior Vice President

[Signature Page to

Revolving Credit Agreement]

ROYAL BANK OF CANADA,

as a

Lender

By:

/s/ Ethan D’Arcangelo

Name:

Ethan D’Arcangelo

Title:

Authorized Signatory

[Signature Page to

Revolving Credit Agreement]

SOCIÉTÉ GÉNÉRALE,

as a Lender

By:

/s/ Valtin Gallani

Name:

Valtin Gallani

Title:

Managing Director

[Signature Page to

Revolving Credit Agreement]

BNP PARIBAS,

as a

Lender

By:

/s/ Maria Mulic

Name:

Maria Mulic

Title:

Managing Director

By:

/s/ Melody Moss

Name:

Melody Moss

Title:

Director

[Signature Page to

Revolving Credit Agreement]

SUMITOMO MITSUI BANKING CORPORATION,

as a Lender

By:

/s/ Nabeel Shah

Name:

Nabeel Shah

Title:

Executive Director

[Signature Page to

Revolving Credit Agreement]