STARWOOD PROPERTY TRUST, INC. (Form: 10-Q, Received: 11/09/2018 07:13:20)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-34436

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)


Maryland		27-0247747
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

591 West Putnam Avenue
Greenwich, Connecticut		06830
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(203) 422-7700

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of November 5, 2018 was 275,351,911.

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Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements, including without limitation, statements concerning our operations, economic performance and financial condition. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are developed by combining currently available information with our beliefs and assumptions and are generally identified by the words “believe,” “expect,” “anticipate” and other similar expressions. Forward-looking statements do not guarantee future performance, which may be materially different from that expressed in, or implied by, any such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their respective dates.

These forward-looking statements are based largely on our current beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or within our control, and which could materially affect actual results, performance or achievements. Factors that may cause actual results to vary from our forward-looking statements include, but are not limited to:

factors described in our Annual Report on Form 10-K for the year ended December 31, 2017, our Quarterly Report on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018 and this Quarterly Report on Form 10-Q, including those set forth under the captions “Risk Factors” and “Business”;

defaults by borrowers in paying debt service on outstanding indebtedness;

impairment in the value of real estate property securing our loans or in which we invest;

availability of mortgage origination and acquisition opportunities acceptable to us;

potential mismatches in the timing of asset repayments and the maturity of the associated financing agreements;

our ability to integrate our recently completed acquisition of the project finance origination, underwriting and capital markets business of GE Capital Global Holdings, LLC into our business and to achieve the benefits that we anticipate from the acquisition;

national and local economic and business conditions;

general and local commercial and residential real estate property conditions;

changes in federal government policies;

changes in federal, state and local governmental laws and regulations;

increased competition from entities engaged in mortgage lending and securities investing activities;

changes in interest rates; and

the availability of, and costs associated with, sources of liquidity.

In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained in this Quarterly Report on Form 10-Q will in fact occur. Except to the extent required by applicable law or regulation, we undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, changes to future results over time or otherwise.

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TABLE OF CONTENTS


		Page
Part I	Financial Information
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Statements of Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	10
	Note 1 Business and Organization	10
	Note 2 Summary of Significant Accounting Policies	11
	Note 3 Acquisitions and Divestitures	18
	Note 4 Loans	21
	Note 5 Investment Securities	27
	Note 6 Properties	31
	Note 7 Investment in Unconsolidated Entities	33
	Note 8 Goodwill and Intangibles	34
	Note 9 Secured Financing Agreements	36
	Note 10 Unsecured Senior Notes	39
	Note 11 Loan Securitization/Sale Activities	41
	Note 12 Derivatives and Hedging Activity	42
	Note 13 Offsetting Assets and Liabilities	44
	Note 14 Variable Interest Entities	45
	Note 15 Related-Party Transactions	47
	Note 16 Stockholders’ Equity and Non-Controlling Interests	49
	Note 17 Earnings per Share	51
	Note 18 Accumulated Other Comprehensive Income	52
	Note 19 Fair Value	53
	Note 20 Income Taxes	57
	Note 21 Commitments and Contingencies	58
	Note 22 Segment Data	58
	Note 23 Subsequent Events	65
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	66
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	101
Item 4.	Controls and Procedures	104
Part II	Other Information
Item 1.	Legal Proceedings	105
Item 1A.	Risk Factors	105
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	110
Item 3.	Defaults Upon Senior Securities	110
Item 4.	Mine Safety Disclosures	110
Item 5.	Other Information	110
Item 6.	Exhibits	111

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited, amounts in thousands, except share data)


	As of		As of
	September 30, 2018		December 31, 2017
Assets:
Cash and cash equivalents	$	265,757	$	369,448
Restricted cash		124,264		48,825
Loans held-for-investment, net		8,500,674		6,562,495
Loans held-for-sale ($913,505 and $745,743 held at fair value)		1,326,837		745,743
Loans transferred as secured borrowings		74,281		74,403
Investment securities ($289,554 and $284,735 held at fair value)		763,450		718,203
Properties, net		2,888,737		2,647,481
Properties held-for-sale		52,302		—
Intangible assets ($21,768 and $30,759 held at fair value)		153,948		183,092
Investment in unconsolidated entities		168,788		185,503
Goodwill		256,425		140,437
Derivative assets		59,807		33,898
Accrued interest receivable		52,911		47,747
Other assets		198,688		138,140
Variable interest entity (“VIE”) assets, at fair value		48,034,610		51,045,874
Total Assets	$	62,921,479	$	62,941,289
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	214,902	$	185,117
Related-party payable		25,286		42,369
Dividends payable		132,549		125,916
Derivative liabilities		35,386		36,200
Secured financing agreements, net		8,586,687		5,773,056
Unsecured senior notes, net		2,024,570		2,125,235
Secured borrowings on transferred loans, net		74,148		74,185
VIE liabilities, at fair value		46,945,674		50,000,010
Total Liabilities		58,039,202		58,362,088
Commitments and contingencies (Note 21)
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Preferred stock, $0.01 per share, 100,000,000 shares authorized, no shares issued and outstanding		—		—
Common stock, $0.01 per share, 500,000,000 shares authorized, 279,302,395 issued and 274,122,255 outstanding as of September 30, 2018 and 265,983,309 issued and 261,376,424 outstanding as of December 31, 2017		2,793		2,660
Additional paid-in capital		4,963,061		4,715,246
Treasury stock (5,180,140 shares and 4,606,885 shares)		(104,194)		(92,104)
Accumulated other comprehensive income		67,920		69,924
Accumulated deficit		(308,343)		(217,312)
Total Starwood Property Trust, Inc. Stockholders’ Equity		4,621,237		4,478,414
Non-controlling interests in consolidated subsidiaries		261,040		100,787
Total Equity		4,882,277		4,579,201
Total Liabilities and Equity	$	62,921,479	$	62,941,289

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited, amounts in thousands, except per share data)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Revenues:
Interest income from loans	$	154,501	$	138,599	$	443,825	$	371,094
Interest income from investment securities		11,508		12,451		37,567		40,045
Servicing fees		27,824		14,842		71,206		47,572
Rental income		91,132		60,153		261,133		176,161
Other revenues		754		722		2,131		2,184
Total revenues		285,719		226,767		815,862		637,056
Costs and expenses:
Management fees		26,519		30,980		84,655		79,997
Interest expense		102,658		76,431		281,433		213,608
General and administrative		31,203		32,892		98,873		95,841
Acquisition and investment pursuit costs		6,527		1,024		8,465		2,232
Costs of rental operations		30,191		23,799		92,781		67,701
Depreciation and amortization		34,293		22,871		103,187		67,131
Loan loss allowance, net		929		(171)		27,726		(3,170)
Other expense		76		376		677		1,276
Total costs and expenses		232,396		188,202		697,797		524,616
Income before other income (loss), income taxes and non-controlling interests		53,323		38,565		118,065		112,440
Other income (loss):
Change in net assets related to consolidated VIEs		33,289		56,177		129,888		203,108
Change in fair value of servicing rights		(974)		(4,867)		(8,991)		(21,301)
Change in fair value of investment securities, net		301		(397)		7,854		(4,061)
Change in fair value of mortgage loans held-for-sale, net		3,940		19,485		26,573		45,484
Earnings (loss) from unconsolidated entities		2,625		(4,689)		6,633		27,763
Gain on sale of investments and other assets, net		1,462		11,877		25,559		17,004
Gain (loss) on derivative financial instruments, net		11,735		(24,224)		27,498		(66,159)
Foreign currency (loss) gain, net		(4,078)		10,660		(3,793)		28,434
Total other-than-temporary impairment (“OTTI”)		—		(66)		—		(175)
Noncredit portion of OTTI recognized in other comprehensive income		—		66		—		66
Net impairment losses recognized in earnings		—		—		—		(109)
Loss on extinguishment of debt		(2,540)		—		(2,726)		(5,916)
Other (loss) income, net		(1,421)		28		(815)		484
Total other income		44,339		64,050		207,680		224,731
Income before income taxes		97,662		102,615		325,745		337,171
Income tax provision		(8,281)		(9,816)		(14,480)		(18,285)
Net income		89,381		92,799		311,265		318,886
Net income attributable to non-controlling interests		(4,845)		(4,371)		(17,567)		(10,720)
Net income attributable to Starwood Property Trust, Inc .	$	84,536	$	88,428	$	293,698	$	308,166

Earnings per share data attributable to Starwood Property Trust, Inc.:
Basic	$	0.31	$	0.34	$	1.11	$	1.18
Diluted	$	0.31	$	0.33	$	1.09	$	1.17

Dividends declared per common share	$	0.48	$	0.48		1.44	$	1.44

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited, amounts in thousands)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Net income	$	89,381	$	92,799	$	311,265	$	318,886
Other comprehensive (loss) income (net change by component):
Cash flow hedges		(6)		(22)		(24)		56
Available-for-sale securities		737		3,975		2,923		10,728
Foreign currency translation		(945)		5,337		(4,903)		18,349
Other comprehensive (loss) income		(214)		9,290		(2,004)		29,133
Comprehensive income		89,167		102,089		309,261		348,019
Less: Comprehensive income attributable to non-controlling interests		(4,845)		(4,371)		(17,567)		(10,720)
Comprehensive income attributable to Starwood Property Trust, Inc .	$	84,322	$	97,718	$	291,694	$	337,299

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited, amounts in thousands, except share data)


													Total
													Starwood
											Accumulated		Property
	Common stock			Additional							Other		Trust, Inc.		Non-
		Par		Paid-in		Treasury Stock			Accumulated		Comprehensive		Stockholders’		Controlling		Total
	Shares	Value		Capital		Shares	Amount		Deficit		Income		Equity		Interests		Equity
Balance, January 1, 2018	265,983,309	$	2,660	$	4,715,246	4,606,885	$	(92,104)	$	(217,312)	$	69,924	$	4,478,414	$	100,787	$	4,579,201
Proceeds from DRIP Plan	21,512		—		459	—		—		—		—		459		—		459
Equity offering costs	—		—		(22)	—		—		—		—		(22)		—		(22)
Conversion of 2019 Convertible Notes	11,181,546		112		215,265	—		—		—		—		215,377		—		215,377
Common stock repurchased	—		—		—	573,255		(12,090)		—		—		(12,090)		—		(12,090)
Share-based compensation	1,215,137		12		16,442	—		—		—		—		16,454		—		16,454
Manager incentive fee paid in stock	900,891		9		18,633	—		—		—		—		18,642		—		18,642
Net income	—		—		—	—		—		293,698		—		293,698		17,567		311,265
Dividends declared, $1.44 per share	—		—		—	—		—		(384,729)		—		(384,729)		—		(384,729)
Other comprehensive loss, net	—		—		—	—		—		—		(2,004)		(2,004)		—		(2,004)
VIE non-controlling interests	—		—		—	—		—		—		—		—		(291)		(291)
Contributions from non-controlling interests	—		—		—	—		—		—		—		—		387,481		387,481
Distributions to non-controlling interests	—		—		(2,962)	—		—		—		—		(2,962)		(244,185)		(247,147)
Sale of controlling interest in majority owned property asset	—		—		—	—		—		—		—		—		(319)		(319)
Balance, September 30, 2018	279,302,395	$	2,793	$	4,963,061	5,180,140	$	(104,194)	$	(308,343)	$	67,920	$	4,621,237	$	261,040	$	4,882,277

Balance, January 1, 2017	263,893,806	$	2,639	$	4,691,180	4,606,885	$	(92,104)	$	(115,579)	$	36,138	$	4,522,274	$	37,799	$	4,560,073
Proceeds from DRIP Plan	24,217		—		541	—		—		—		—		541		—		541
Equity offering costs	—		—		(12)	—		—		—		—		(12)		—		(12)
Equity component of 2023 Convertible Senior Notes issuance	—		—		3,755	—		—		—		—		3,755		—		3,755
Equity component of 2018 Convertible Senior Notes repurchase	—		—		(18,105)	—		—						(18,105)				(18,105)
Share-based compensation	849,045		9		13,281	—		—		—		—		13,290		—		13,290
Manager incentive fee paid in stock	639,555		6		14,404	—		—		—		—		14,410		—		14,410
Net income	—		—		—	—		—		308,166		—		308,166		10,720		318,886
Dividends declared, $1.44 per share	—		—		—	—		—		(376,660)		—		(376,660)		—		(376,660)
Other comprehensive income, net	—		—		—	—		—		—		29,133		29,133		—		29,133
VIE non-controlling interests	—		—		—	—		—		—		—		—		1,837		1,837
Contributions from non-controlling interests	—		—		—	—		—		—		—		—		105		105
Distributions to non-controlling interests	—		—		—	—		—		—		—		—		(7,519)		(7,519)
Balance, September 30, 2017	265,406,623	$	2,654	$	4,705,044	4,606,885	$	(92,104)	$	(184,073)	$	65,271	$	4,496,792	$	42,942	$	4,539,734

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited, amounts in thousands)


	For the Nine Months Ended
	September 30,
	2018		2017
Cash Flows from Operating Activities:
Net income	$	311,265	$	318,886
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization of deferred financing costs, premiums and discounts on secured financing agreements and secured borrowings on transferred loans		18,156		14,131
Amortization of discounts and deferred financing costs on senior notes		9,674		17,514
Accretion of net discount on investment securities		(12,013)		(11,669)
Accretion of net deferred loan fees and discounts		(28,954)		(27,014)
Share-based compensation		16,454		13,290
Share-based component of incentive fees		18,642		14,410
Change in fair value of investment securities		(7,854)		4,061
Change in fair value of consolidated VIEs		(12,173)		(59,160)
Change in fair value of servicing rights		8,991		21,301
Change in fair value of loans held-for-sale		(26,573)		(45,484)
Change in fair value of derivatives		(24,339)		62,463
Foreign currency gain (loss), net		3,734		(28,211)
Gain on sale of investments and other assets		(25,559)		(17,004)
Impairment charges on properties and related intangibles		1,864		1,099
Loan loss allowance, net		27,726		(3,170)
Depreciation and amortization		101,760		64,937
Earnings from unconsolidated entities		(6,633)		(27,763)
Distributions of earnings from unconsolidated entities		5,001		4,716
Loss on extinguishment of debt		2,726		5,916
Origination and purchase of loans held-for-sale, net of principal collections		(1,386,609)		(1,487,813)
Proceeds from sale of loans held-for-sale		1,243,109		987,828
Changes in operating assets and liabilities:
Related-party payable, net		(17,083)		(7,829)
Accrued and capitalized interest receivable, less purchased interest		(37,314)		(63,032)
Other assets		(32,348)		(12,198)
Accounts payable, accrued expenses and other liabilities		22,997		37,367
Net cash provided by (used in) operating activities		174,647		(222,428)
Cash Flows from Investing Activities:
Origination and purchase of loans held-for-investment		(3,495,080)		(2,195,258)
Proceeds from principal collections on loans		2,225,575		1,670,159
Proceeds from loans sold		742,496		37,079
Purchase of investment securities		(312,339)		(69,231)
Proceeds from sales of investment securities		6,016		11,134
Proceeds from principal collections on investment securities		355,757		209,903
Infrastructure lending business combination		(2,011,428)		—
Real estate business combinations, net of cash and restricted cash acquired		—		(18,194)
Proceeds from sales and insurance recoveries on properties		105,548		44,219
Purchases and additions to properties and other assets		(44,741)		(564,755)
Investment in unconsolidated entities		(3,100)		(20,544)
Distribution of capital from unconsolidated entities		21,448		3,858
Payments for purchase or termination of derivatives		(18,210)		(41,208)
Proceeds from termination of derivatives		15,521		23,686
Return of investment basis in purchased derivative asset		—		151
Net cash used in investing activities		(2,412,537)		(909,001)

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited, amounts in thousands)


	For the Nine Months Ended
	September 30,
	2018		2017
Cash Flows from Financing Activities:
Proceeds from borrowings	$	6,845,138	$	4,090,163
Principal repayments on and repurchases of borrowings		(3,880,450)		(2,724,179)
Payment of deferred financing costs		(63,219)		(17,038)
Proceeds from common stock issuances		459		541
Payment of equity offering costs		(22)		(647)
Payment of dividends		(378,096)		(376,061)
Contributions from non-controlling interests		9,066		105
Distributions to non-controlling interests		(247,147)		(7,519)
Purchase of treasury stock		(12,090)		—
Issuance of debt of consolidated VIEs		26,849		11,657
Repayment of debt of consolidated VIEs		(166,387)		(92,383)
Distributions of cash from consolidated VIEs		76,294		62,797
Net cash provided by financing activities		2,210,395		947,436
Net decrease in cash, cash equivalents and restricted cash		(27,495)		(183,993)
Cash, cash equivalents and restricted cash, beginning of period		418,273		650,755
Effect of exchange rate changes on cash		(757)		1,674
Cash, cash equivalents and restricted cash, end of period	$	390,021	$	468,436
Supplemental disclosure of cash flow information:
Cash paid for interest	$	241,173	$	177,604
Income taxes paid		8,223		7,722
Supplemental disclosure of non-cash investing and financing activities:
Dividends declared, but not yet paid	$	132,408	$	125,638
Consolidation of VIEs (VIE asset/liability additions)		3,438,933		2,092,516
Deconsolidation of VIEs (VIE asset/liability reductions)		1,395,168		2,244,267
Net assets acquired from consolidated VIEs		27,737		19,652
Fair value of assets acquired, net of cash and restricted cash		2,020,037		18,956
Fair value of liabilities assumed		8,609		762
Contribution of Woodstar II Portfolio net assets from non-controlling interests		378,415		—
Settlement of 2019 Convertible Notes in shares		245,172		—

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As of September 30, 2018

(Unaudited)

1. Business and Organizatio n

Starwood Property Trust, Inc. (“STWD” and, together with its subsidiaries, “we” or the “Company”) is a Maryland corporation that commenced operations in August 2009, upon the completion of our initial public offering. We are focused primarily on originating, acquiring, financing and managing commercial mortgage loans and other commercial real estate debt investments, commercial mortgage-backed securities (“CMBS”), and other commercial real estate investments in both the U.S. and Europe. We refer to the following as our target assets: commercial real estate mortgage loans, preferred equity interests, CMBS and other commercial real estate-related debt investments. Our target assets may also include residential mortgage-backed securities (“RMBS”), certain residential mortgage loans, distressed or non-performing commercial loans, infrastructure debt investments, commercial properties subject to net leases and equity interests in commercial real estate. As market conditions change over time, we may adjust our strategy to take advantage of changes in interest rates and credit spreads as well as economic and credit conditions.

We have four reportable business segments as of September 30, 2018:

Real estate commercial and residential lending (the “Commercial and Residential Lending Segment,” formerly known as “Real estate lending”)—engages primarily in originating, acquiring, financing and managing commercial and residential first mortgages, subordinated mortgages, mezzanine loans, preferred equity, CMBS, RMBS and other real estate and real estate-related debt investments in both the U.S. and Europe.

Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.

Real estate property (the “Property Segment”)—engages primarily in acquiring and managing equity interests in stabilized commercial real estate properties, including multifamily properties, that are held for investment.

Real estate investing and servicing (the “Investing and Servicing Segment”)—includes (i) a servicing business in the U.S. that manages and works out problem assets, (ii) an investment business that selectively acquires and manages unrated, investment grade and non-investment grade rated CMBS, including subordinated interests of securitization and resecuritization transactions, (iii) a mortgage loan business which originates conduit loans for the primary purpose of selling these loans into securitization transactions, and (iv) an investment business that selectively acquires commercial real estate assets, including properties acquired from CMBS trusts.

Our segments exclude the consolidation of securitization variable interest entities (“VIEs”).

We are organized and conduct our operations to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). As such, we will generally not be subject to U.S. federal corporate income tax on that portion of our net income that is distributed to stockholders if we distribute at least 90% of our taxable income to our stockholders by prescribed dates and comply with various other requirements.

We are organized as a holding company and conduct our business primarily through our various wholly-owned subsidiaries. We are externally managed and advised by SPT Management, LLC (our “Manager”) pursuant to the terms of a management agreement. Our Manager is controlled by Barry Sternlicht, our Chairman and Chief Executive Officer. Our Manager is an affiliate of Starwood Capital Group, a privately-held private equity firm founded and controlled by Mr. Sternlicht.

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2. Summary of Significant Accounting Policies

Balance Sheet Presentation of Securitization Variable Interest Entities

We operate investment businesses that acquire unrated, investment grade and non-investment grade rated CMBS and RMBS. These securities represent interests in securitization structures (commonly referred to as special purpose entities, or “SPEs”). These SPEs are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. Under accounting principles generally accepted in the United States of America (“GAAP”), SPEs typically qualify as VIEs. These are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.

Because we often serve as the special servicer or servicing administrator of the trusts in which we invest, or we have the ability to remove and replace the special servicer without cause, consolidation of these structures is required pursuant to GAAP as outlined in detail below. This results in a consolidated balance sheet which presents the gross assets and liabilities of the VIEs. The assets and other instruments held by these VIEs are restricted and can only be used to fulfill the obligations of the entity. Additionally, the obligations of the VIEs do not have any recourse to the general credit of any other consolidated entities, nor to us as the consolidator of these VIEs.

The VIE liabilities initially represent investment securities on our balance sheet (pre-consolidation). Upon consolidation of these VIEs, our associated investment securities are eliminated, as is the interest income related to those securities. Similarly, the fees we earn in our roles as special servicer of the bonds issued by the consolidated VIEs or as collateral administrator of the consolidated VIEs are also eliminated. Finally, an allocable portion of the identified servicing intangible associated with the eliminated fee streams is eliminated in consolidation.

Refer to the segment data in Note 22 for a presentation of our business segments without consolidation of these VIEs.

Basis of Accounting and Principles of Consolidation

The accompanying condensed consolidated financial statements include our accounts and those of our consolidated subsidiaries and VIEs. Intercompany amounts have been eliminated in consolidation. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows have been included.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (our “Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the operating results for the full year.

Refer to our Form 10-K for a description of our recurring accounting policies. We have included disclosure in this Note 2 regarding principles of consolidation and other accounting policies that (i) are required to be disclosed quarterly, (ii) we view as critical, (iii) became significant since December 31, 2017 due to a corporate action or increase in the significance of the underlying business activity or (iv) changed upon adoption of an Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

Variable Interest Entities

In addition to the securitization VIEs, certain other entities in which we hold interests are considered VIEs as the limited partners of these entities do not collectively possess (i) the right to remove the general partner without cause or (ii) the right to participate in significant decisions made by the partnership.

We evaluate all of our interests in VIEs for consolidation. When our interests are determined to be variable interests, we assess whether we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE

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is required to consolidate the VIE. Accounting Standards Codification (“ASC”) 810, Consolidation , defines the primary beneficiary as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant. We consider our variable interests as well as any variable interests of our related parties in making this determination. Where both of these factors are present, we are deemed to be the primary beneficiary and we consolidate the VIE. Where either one of these factors is not present, we are not the primary beneficiary and do not consolidate the VIE.

To assess whether we have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, we consider all facts and circumstances, including our role in establishing the VIE and our ongoing rights and responsibilities. This assessment includes: (i) identifying the activities that most significantly impact the VIE’s economic performance; and (ii) identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to have the power to direct the activities of a VIE. The right to remove the decision maker in a VIE must be exercisable without cause for the decision maker to not be deemed the party that has the power to direct the activities of a VIE.

To assess whether we have the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, we consider all of our economic interests, including debt and equity investments, servicing fees, and other arrangements deemed to be variable interests in the VIE. This assessment requires that we apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by us.

Our purchased investment securities include unrated and non-investment grade rated securities issued by securitization trusts. In certain cases, we may contract to provide special servicing activities for these trusts, or, as holder of the controlling class, we may have the right to name and remove the special servicer for these trusts. In our role as special servicer, we provide services on defaulted loans within the trusts, such as foreclosure or work-out procedures, as permitted by the underlying contractual agreements. In exchange for these services, we receive a fee. These rights give us the ability to direct activities that could significantly impact the trust’s economic performance. However, in those instances where an unrelated third party has the right to unilaterally remove us as special servicer without cause, we do not have the power to direct activities that most significantly impact the trust’s economic performance. We evaluated all of our positions in such investments for consolidation.

For securitization VIEs in which we are determined to be the primary beneficiary, all of the underlying assets, liabilities and equity of the structures are recorded on our books, and the initial investment, along with any associated unrealized holding gains and losses, are eliminated in consolidation. Similarly, the interest income earned from these structures, as well as the fees paid by these trusts to us in our capacity as special servicer, are eliminated in consolidation. Further, an allocable portion of the identified servicing intangible asset associated with the servicing fee streams, and the corresponding allocable amortization or change in fair value of the servicing intangible asset, are also eliminated in consolidation.

We perform ongoing reassessments of: (i) whether any entities previously evaluated under the majority voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and (ii) whether changes in the facts and circumstances regarding our involvement with a VIE causes our consolidation conclusion regarding the VIE to change.

We elect the fair value option for initial and subsequent recognition of the assets and liabilities of our consolidated securitization VIEs. Interest income and interest expense associated with these VIEs are no longer relevant on a standalone basis because these amounts are already reflected in the fair value changes. We have elected to present these items in a single line on our condensed consolidated statements of operations. The residual difference shown on our condensed consolidated statements of operations in the line item “Change in net assets related to consolidated VIEs” represents our beneficial interest in the VIEs.

We separately present the assets and liabilities of our consolidated securitization VIEs as individual line items on our condensed consolidated balance sheets. The liabilities of our consolidated securitization VIEs consist solely of

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obligations to the bondholders of the related trusts, and are thus presented as a single line item entitled “VIE liabilities.” The assets of our consolidated securitization VIEs consist principally of loans, but at times, also include foreclosed loans which have been temporarily converted into real estate owned (“REO”). These assets in the aggregate are likewise presented as a single line item entitled “VIE assets.”

Loans comprise the vast majority of our securitization VIE assets and are carried at fair value due to the election of the fair value option. When an asset becomes REO, it is due to nonperformance of the loan. Because the loan is already at fair value, the carrying value of an REO asset is also initially at fair value. Furthermore, when we consolidate a trust, any existing REO would be consolidated at fair value. Once an asset becomes REO, its disposition time is relatively short. As a result, the carrying value of an REO generally approximates fair value under GAAP.

In addition to sharing a similar measurement method as the loans in a trust, the securitization VIE assets as a whole can only be used to settle the obligations of the consolidated VIE. The assets of our securitization VIEs are not individually accessible by the bondholders, which creates inherent limitations from a valuation perspective. Also creating limitations from a valuation perspective is our role as special servicer, which provides us very limited visibility, if any, into the performing loans of a trust.

REO assets generally represent a very small percentage of the overall asset pool of a trust. In new issue trusts there are no REO assets. We estimate that REO assets constitute approximately 2% of our consolidated securitization VIE assets, with the remaining 98% representing loans. However, it is important to note that the fair value of our securitization VIE assets is determined by reference to our securitization VIE liabilities as permitted under ASU 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity . In other words, our VIE liabilities are more reliably measurable than the VIE assets, resulting in our current measurement methodology which utilizes this value to determine the fair value of our securitization VIE assets as a whole. As a result, these percentages are not necessarily indicative of the relative fair values of each of these asset categories if the assets were to be valued individually.

Due to our accounting policy election under ASU 2014-13, separately presenting two different asset categories would result in an arbitrary assignment of value to each, with one asset category representing a residual amount, as opposed to its fair value. However, as a pool, the fair value of the assets in total is equal to the fair value of the liabilities.

For these reasons, the assets of our securitization VIEs are presented in the aggregate.

Fair Value Option

The guidance in ASC 825, Financial Instruments , provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance are required to be reported separately in our consolidated balance sheets from those instruments using another accounting method.

We have elected the fair value option for eligible financial assets and liabilities of our consolidated securitization VIEs, loans held-for-sale originated or acquired for future securitization, purchased CMBS issued by VIEs we could consolidate in the future and certain investments in marketable equity securities which, effective January 1, 2018, are now required to be carried at fair value through earnings. The fair value elections for VIE and securitization related items were made in order to mitigate accounting mismatches between the carrying value of the instruments and the related assets and liabilities that we consolidate at fair value. The fair value elections for mortgage loans held-for-sale were made due to the expected short-term holding period of these instruments.

Fair Value Measurements

We measure our mortgage‑backed securities, derivative assets and liabilities, domestic servicing rights intangible asset and any assets or liabilities where we have elected the fair value option at fair value. When actively quoted observable prices are not available, we either use implied pricing from similar assets and liabilities or valuation

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models based on net present values of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

As discussed above, we measure the assets and liabilities of consolidated securitization VIEs at fair value pursuant to our election of the fair value option. The securitization VIEs in which we invest are “static”; that is, no reinvestment is permitted, and there is no active management of the underlying assets. In determining the fair value of the assets and liabilities of the securitization VIEs, we maximize the use of observable inputs over unobservable inputs. Refer to Note 19 for further discussion regarding our fair value measurements.

Business Combinations

Under ASC 805, Business Combinations , the acquirer in a business combination must recognize, with certain exceptions, the fair values of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes a change in control of the acquired entity. As goodwill is calculated as a residual, all goodwill of the acquired business, not just the acquirer’s share, is recognized under this “full goodwill” approach. During the measurement period, a period which shall not exceed one year, we prospectively adjust the provisional amounts recognized to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized.

Loans Held-for-Investment

Loans that are held for investment are carried at cost, net of unamortized acquisition premiums or discounts, loan fees, and origination costs as applicable, unless the loans are deemed impaired. We evaluate each loan classified as held-for-investment for impairment at least quarterly. In connection with this evaluation, we assess the performance of each loan and assign a risk rating based on several factors, including risk of loss, loan-to-collateral value ratio (“LTV”), collateral performance, structure, exit plan, and sponsorship. Loans are rated “1” through “5”, from less risk to greater risk, in connection with this review.

Loan Impairment

We evaluate each loan classified as held-for-investment for impairment at least quarterly. Impairment occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, we record an allowance through the provision for loan losses to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral.

Our loans are typically collateralized by real estate. As a result, we regularly evaluate the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, as well as the financial and operating capability of the borrower. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan, and/or (iii) the property’s liquidation value. We also evaluate the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, we consider the overall economic environment, real estate sector and geographic sub-market in which the borrower operates. Such impairment analyses are completed and reviewed by asset management and finance personnel, who utilize various data sources, including (i) periodic financial data such as property operating statements, occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan and capitalization and discount rates, (ii) site inspections, and (iii) current credit spreads and discussions with market participants.

There may be circumstances where we modify a loan by granting the borrower a concession that we might not otherwise consider when a borrower is experiencing financial difficulty or is expected to experience financial difficulty in the foreseeable future. Such concessionary modifications are classified as troubled debt restructurings (“TDRs”) unless the modification solely results in a delay in payment that is insignificant. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes.

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Loans Held‑For‑Sale

Our loans that we intend to sell or liquidate in the short‑term are classified as held‑for‑sale and are carried at the lower of amortized cost or fair value, unless we have elected to apply the fair value option at origination or purchase.

Properties Held-For-Sale

Properties and any associated intangible assets are presented within properties held-for-sale on our condensed consolidated balance sheet when the sale of the property is considered probable, at which time we cease depreciation and amortization of the property and the associated intangibles. Held-for-sale properties are reported at the lower of their carrying value or fair value less costs to sell.

Cost Method Equity Investments

On January 1, 2018, ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities , became effective prospectively for public companies with a calendar fiscal year. This ASU requires entities to carry all investments in equity securities, including other ownership interests such as partnerships, unincorporated joint ventures, and limited liability companies, at fair value with changes in fair value recognized within net income. This ASU does not apply to equity method investments, investments in Federal Home Loan Bank (“FHLB”) stock, investments that result in consolidation of the investee or investments in certain investment companies. For investments in equity securities without a readily determinable fair value, an entity is permitted to elect a practicability exception, under which the investment will be measured at cost, less impairment, plus or minus observable price changes from orderly transactions of an identical or similar investment of the same issuer.

Additionally, this ASU eliminated the requirement to assess whether an impairment of an equity investment is other than temporary. The impairment model for equity investments subject to this election is now a single-step model whereby an entity performs a qualitative assessment to identify impairment. If the qualitative assessment indicates that an impairment exists, the entity would estimate the fair value of the investment and recognize in net income an impairment loss equal to the difference between the fair value and the carrying amount of the equity investment.

Our equity investments within the scope of this ASU are limited to our cost method equity investments discussed in Note 7, with the exception of our FHLB stock which is outside the scope of this ASU, and to our marketable equity security discussed in Note 5 for which we had previously elected the fair value option. Our cost method equity investments within the scope of this ASU do not have readily determinable fair values. Therefore, we have elected the practicability exception whereby we measure these investments at cost, less impairment, plus or minus observable price changes from orderly transactions of identical or similar investments of the same issuer. Refer to Note 7 for further discussion.

Revenue Recognition

On January 1, 2018, new accounting rules regarding revenue recognition became effective for public companies with a calendar fiscal year. None of our significant revenue sources – interest income from loans and investment securities, loan servicing fees, and rental income – are within the scope of the new revenue recognition guidance. The revenue recognition guidance also included revisions to existing accounting rules regarding the determination of whether a company is acting as a principal or agent in an arrangement and accounting for sales of nonfinancial assets where the seller has continuing involvement. These additional revisions also did not materially impact the Company.

Interest income on performing loans and financial instruments is accrued based on the outstanding principal amount and contractual terms of the instrument. For loans where we do not elect the fair value option, origination fees and direct loan origination costs are also recognized in interest income over the loan term as a yield adjustment using the effective interest method. When we elect the fair value option, origination fees and direct loan costs are recorded directly in income and are not deferred. Discounts or premiums associated with the purchase of non-performing loans and investment securities are amortized or accreted into interest income as a yield adjustment on the effective interest method, based on expected cash flows through the expected maturity date of the investment. On at least a quarterly basis, we review and, if appropriate, make adjustments to our cash flow projections.

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We cease accruing interest on non-performing loans at the earlier of (i) the loan becoming significantly past due or (ii) management concluding that a full recovery of all interest and principal is doubtful. Interest income on non-accrual loans in which management expects a full recovery of the loan’s outstanding principal balance is only recognized when received in cash. If a full recovery of principal is doubtful, the cost recovery method is applied whereby any cash received is applied to the outstanding principal balance of the loan. A non-accrual loan is returned to accrual status at such time as the loan becomes contractually current and management believes all future principal and interest will be received according to the contractual loan terms.

For loans acquired with deteriorated credit quality, interest income is only recognized to the extent that our estimate of undiscounted expected principal and interest exceeds our investment in the loan. Accretable yield, if any, will be recognized as interest income on a level-yield basis over the life of the loan.

Share-Based Payments

Effective July 1, 2018, we early adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718) –Improvements to Nonemployee Share-Based Payment Accounting , which aligns the accounting for nonemployee share-based compensation with the existing accounting model for employee share based compensation. Prior to our adoption of ASU 2018-07, nonemployee share awards were recognized as an expense on a straight-line basis over the vesting period of the award with the fair value of the award remeasured at each vesting date. After our adoption of ASU 2018-07, nonemployee share awards continue to be recorded as expense on a straight-line basis over their vesting period, however, the fair value of the award will only be determined on the grant date and not remeasured at subsequent vesting dates, consistent with the accounting for employee share awards. For non-employee awards granted prior to our July 1, 2018 adoption date, the awards will be remeasured at fair value as of our July 1, 2018 adoption date with no subsequent remeasurement.

Earnings Per Share

We present both basic and diluted earnings per share (“EPS”) amounts in our financial statements. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from (i) our share-based compensation, consisting of unvested restricted stock (“RSAs”) and restricted stock units (“RSUs”), (ii) shares contingently issuable to our Manager, (iii) the conversion options associated with our outstanding convertible senior notes (see Notes 10 and 17), and (iv) non-controlling interests that are redeemable with our common stock (see Note 16). Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period.

Nearly all of the Company’s unvested RSUs and RSAs contain rights to receive non-forfeitable dividends and thus are participating securities. In addition, the non-controlling interests that are redeemable with our common stock are considered participating securities because they earn a preferred return indexed to the dividend rate on our common stock (see Note 16). Due to the existence of these participating securities, the two-class method of computing EPS is required, unless another method is determined to be more dilutive. Under the two-class method, undistributed earnings are reallocated between shares of common stock and participating securities. For the three and nine months ended September 30, 2018 and 2017, the two-class method resulted in the most dilutive EPS calculation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant and subjective estimate that we make is the projection of cash flows we expect to receive on our loans, investment securities and intangible assets, which has a significant impact on the amounts of interest income, credit losses (if any), and fair values that we record and/or disclose. In addition, the fair value of financial assets and liabilities that are estimated using a discounted cash flows method is significantly impacted by the rates at which we estimate market participants would discount the expected cash flows.

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Recent Accounting Developments

On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which establishes a right-of-use model for lessee accounting which results in the recognition of most leased assets and lease liabilities on the balance sheet of the lessee. Lessor accounting was not significantly changed by this ASU. This ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2018 by applying a modified retrospective approach. Early application is permitted. On July 30, 2018, the FASB issued ASU 2018-11, Leases (Topic 842) – Targeted Improvements , which provides an optional transition method of applying the new leases standard at the adoption date by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. It also provides lessors with a practical expedient to not separate non-lease revenue components from the associated lease component if certain conditions are met. Our assessment of the effect of these ASUs on the Company remains ongoing; however, we currently do not expect the application of these ASUs to have a material impact as the Company primarily acts as a lessor.

On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments , which mandates use of an “expected loss” credit model for estimating future credit losses of certain financial instruments instead of the “incurred loss” credit model that current GAAP requires. The “expected loss” model requires the consideration of possible credit losses over the life of an instrument as opposed to only estimating credit losses upon the occurrence of a discrete loss event in accordance with the current “incurred loss” methodology. This ASU is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019. Early application is permitted though no earlier than the first interim or annual period beginning after December 15, 2018. Though we have not completed our assessment of this ASU, we expect the ASU to result in our recognition of higher levels of allowances for loan losses. Our assessment of the estimated amount of such increases remains in process.

On January 26, 2017, the FASB issued ASU 2017-04, Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment , which simplifies the method applied for measuring impairment in cases where goodwill is impaired. This ASU specifies that goodwill impairment will be measured as the excess of the reporting unit’s carrying value (inclusive of goodwill) over its fair value, eliminating the requirement that all assets and liabilities of the reporting unit be remeasured individually in connection with measurement of goodwill impairment. This ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2019 and is applied prospectively. Early application is permitted. We do not expect the application of this ASU to materially impact the Company.

On August 28, 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities , which amends and simplifies existing guidance regarding the designation and measurement of designated hedging relationships. This ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2018. Early application is permitted. We do not expect the application of this ASU to materially impact the Company.

On August 28, 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework , which adds new disclosure requirements and modifies or eliminates existing disclosure requirements of ASC 820. This ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2019. Early application is permitted. We do not expect the application of this ASU to materially impact the Company, as it only affects fair value disclosures.

On October 31, 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810) – Targeted Improvements to Related Party Guidance for Variable Interest Entities , which requires reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety for determining whether a decision-making fee is a variable interest. This ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2019. Early application is permitted. We are in the process of assessing the impact this ASU will have on the Company.

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3. Acquisitions and Divestitures

Infrastructure Lending Segment

On September 19, 2018, we acquired the project finance origination, underwriting and capital markets business of GE Capital Global Holdings, LLC (“GE Capital”) for approximately $2.0 billion (the “Infrastructure Lending Segment”). The business includes $1.9 billion of funded senior secured project finance loans and investment securities and $466.3 million of unfunded lending commitments (the “Infrastructure Lending Portfolio”) which are secured primarily by natural gas and renewable power facilities. The Infrastructure Lending Portfolio is 97% floating rate with 74% of the collateral located in the U.S., 11% in Mexico, 6% in the United Kingdom and the remaining collateral dispersed through the Middle East, Ireland, Australia, Canada and Spain. The loans are predominantly denominated in USD and backed by long term power purchase agreements primarily with investment grade counterparties. The Company hired a team of professionals from GE Capital’s project finance division in connection with the acquisition to manage and expand the Infrastructure Lending Portfolio. We utilized $1.5 billion in new financing in order to fund the acquisition (as set forth in Note 9).

Goodwill of $116.0 million was recognized in connection with the Infrastructure Lending Segment acquisition as the consideration paid exceeded the fair value of the net assets acquired. From the acquisition date through September 30, 2018, we have recognized revenues of $3.2 million and a net loss of $5.5 million related to the portfolio. Such net loss primarily reflects interest income from loans and investment securities of $3.2 million, offset by interest expense of $2.3 million and one-time acquisition-related costs including a $3.0 million commitment fee related to an unused bridge financing facility and legal and due diligence costs of $2.8 million.

Subsequent to September 30, 2018, on October 15, 2018, we acquired two additional senior secured project finance loans from GE Capital for $147.1 million, utilizing $120.4 million of available financing to fund the acquisition.

Purchase Price Allocation

We applied the provisions of ASC 805, Business Combinations, in accounting for our acquisition of the Infrastructure Lending Segment. In doing so, we have recorded all identifiable assets acquired and liabilities assumed at fair value as of the acquisition date. These amounts are provisional and may be adjusted during the measurement period, which expires no later than one year from the acquisition date, if new information is obtained that, if known, would have affected the amounts recognized as of the acquisition date.

The following table summarizes the preliminary estimate of identified assets acquired and liabilities assumed at the acquisition date (amounts in thousands):


	Infrastructure
Assets acquired:	Lending Segment
Loans held-for-investment	$	1,506,544
Loans held-for-sale		319,879
Investment securities		65,060
Accrued interest receivable		12,566
Total identifiable assets acquired		1,904,049
Liabilities assumed:
Accounts payable, accrued expenses and other liabilities		8,327
Derivative liabilities		282
Total liabilities assumed		8,609
Net assets acquired	$	1,895,440

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Goodwill represents the excess of the purchase price over the fair value of the underlying assets acquired and liabilities assumed. This determination of goodwill is as follows (amounts in thousands):


	Infrastructure
	Lending Segment
Purchase price	$	2,011,428
Preliminary estimate of the fair value of net assets acquired		1,895,440
Goodwill	$	115,988

Pro Forma Operating Data (Unaudited)

The unaudited pro forma revenues and net income attributable to the Company for the three and nine months ended September 30, 2018 and 2017, assuming the Infrastructure Lending Segment was acquired on January 1, 2017, are as follows (amounts in thousands, except per share amounts):


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Revenues	$	308,320	$	248,549	$	886,931	$	698,952
Net income attributable to STWD		90,821		88,367		300,288		302,485
Net income per share - Basic		0.34		0.34		1.13		1.16
Net income per share - Diluted		0.34		0.33		1.11		1.14

Investing and Servicing Segment Property Portfolio

During the nine months ended September 30, 2018, our Investing and Servicing Segment acquired $52.7 million in net assets of three commercial real estate properties from CMBS trusts for a total gross purchase price of $53.1 million. There were no properties acquired during the three months ended September 30, 2018. These properties, aggregated with the controlling interests in 19 remaining commercial real estate properties acquired from CMBS trusts prior to December 31, 2017 for an aggregate acquisition price of $273.6 million, comprise the Investing and Servicing Segment Property Portfolio (the “REIS Equity Portfolio”). When the properties are acquired from CMBS trusts that are consolidated as VIEs on our balance sheet, the acquisitions are reflected as repayment of debt of consolidated VIEs in our condensed consolidated statements of cash flows.

During the three and nine months ended September 30, 2018, we sold one and six properties, respectively, within the Investing and Servicing Segment for $8.7 million and $48.7 million, respectively, recognizing a total gain on sale of $1.4 million and $18.2 million, respectively, within gain on sale of investments and other assets in our condensed consolidated statements of operations. One of these properties was acquired by a third party which already held a $0.3 million non-controlling interest in the property. During the nine months ended September 30, 2018, $3.7 million of the gain on sale was attributable to non-controlling interests. None of the gain on sale was attributable to non-controlling interests during the three months ended September 30, 2018. During the three and nine months ended September 30, 2017, we sold two and four properties within the Investing and Servicing Segment for $26.0 million and $40.7 million, respectively, recognizing a total gain on sale of $11.2 million and $16.3 million, respectively, within gain on sale of investments and other assets in our condensed consolidated statements of operations. During both the three and nine months ended September 30, 2017, $2.4 million of such gains were attributable to non-controlling interests.

Woodstar II Portfolio Acquisition

During the three months ended September 30, 2018, we acquired the final property of the 27 affordable housing communities comprising our “Woodstar II Portfolio”, after acquiring 18 of the properties during the three months ended March 31, 2018. The Woodstar II Portfolio in its entirety is comprised of 6,109 units concentrated primarily in Central and South Florida and is 99% occupied.

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The affordable housing community acquired during the three months ended September 30, 2018 comprises 312 units and was acquired for $33.4 million, including contingent consideration of $2.5 million (the “Q3 2018 Closing”). The property acquired in the Q3 2018 Closing was recognized initially at the purchase price of $30.9 million plus capitalized acquisition costs of $0.5 million. Contingent consideration of $2.5 million will be recognized when the contingency is resolved. Government sponsored mortgage debt of $19.7 million with a fixed annual interest rate of 3.19% and a remaining term of 34.0 years was assumed at closing (as set forth in Note 9).

The 18 affordable housing communities acquired during the three months ended March 31, 2018 comprise 4,057 units and were acquired for $404.7 million, including contingent consideration of $26.7 million (the “Q1 2018 Closing”). The properties acquired in the Q1 2018 Closing were recognized initially at their purchase price of $378.0 million plus capitalized acquisition costs of $3.6 million. Contingent consideration of $26.7 million will be recognized when the contingency is resolved. Government sponsored mortgage debt of $7.3 million with weighted average fixed annual interest rates of 2.88% and remaining weighted average terms of 17.7 years was assumed at closing. We financed the Q1 2018 Closing utilizing new 10-year mortgage debt totaling $300.9 million with weighted average fixed annual interest rates of 3.82% (as set forth in Note 9).

In December 2017, we acquired eight of the affordable housing communities (the “Q4 2017 Closing”), which include 1,740 units, for $156.2 million, including contingent consideration of $10.8 million. We financed the Q4 2017 Closing utilizing 10-year mortgage debt totaling $116.7 million with a fixed 3.81% interest rate.

We effectuated the Woodstar II Portfolio acquisitions via a contribution of the properties by third parties (the “Contributors”) to SPT Dolphin Intermediate LLC (“SPT Dolphin”), a newly-formed, wholly-owned subsidiary of the Company. In exchange for the contribution, the Contributors received cash, Class A units of SPT Dolphin (the “Class A Units”) and rights to receive additional Class A Units if certain contingent events occur. Initially, the Class A unitholders had the right, commencing six months from issuance, to redeem their Class A Units for consideration equal to the current share price of the Company’s common stock on a one-for-one basis, with the consideration paid in either cash or the Company’s common stock, at the determination of the Company. In August 2018, the redemption rights were amended to allow Class A unitholders the option to redeem only after the earlier of (i) October 3, 2018 and (ii) three business days after the August 23, 2018 acquisition of the final property in the Woodstar II Portfolio. No other terms of the redemption rights were amended. No redemptions occurred during the nine months ended September 30, 2018.

The Q3 2018 Closing resulted in the Contributors receiving cash of $2.6 million, 424,642 Class A Units and rights to receive an additional 110,228 Class A Units if certain contingent events occur. The Q1 2018 Closing resulted in the Contributors receiving cash of $223.3 million, 6,979,089 Class A Units and rights to receive an additional 1,301,414 Class A Units if certain contingent events occur. In aggregate, the Q3 2018 Closing, Q1 2018 Closing and Q4 2017 Closing have resulted in the Contributors receiving cash of $310.7 million, 10,183,505 Class A Units and rights to receive an additional 1,910,563 Class A Units if certain contingent events occur.

Since substantially all of the fair value of the properties acquired was concentrated in a group of similar identifiable assets, the Woodstar II Portfolio acquisitions were accounted for in accordance with the asset acquisition provisions of ASC 805, Business Combinations .

Master Lease Portfolio

During the nine months ended September 30, 2018, we sold three retail properties within the Master Lease Portfolio for $55.6 million, recognizing a gain on sale of $6.9 million within gain on sale of investments and other assets in our condensed consolidated statement of operations. There were no properties sold within the Master Lease Portfolio during the three months ended September 30, 2018 or the nine months ended September 30, 2017. Refer to Note 6 for further discussion of the Master Lease Portfolio.

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Ireland Portfolio

During the nine months ended September 30, 2017, we sold one office property within the Ireland Portfolio for $3.9 million, recognizing an immaterial gain on sale within gain on sale of investments and other assets in our condensed consolidated statement of operations. There were no properties sold within the Ireland Portfolio during the nine months ended September 30, 2018. Refer to Note 6 for further discussion of the Ireland Portfolio.

4. Loans

Our loans held-for-investment are accounted for at amortized cost and our loans held-for-sale are accounted for at the lower of cost or fair value, unless we have elected the fair value option. The following tables summarize our investments in mortgages and loans by subordination class as of September 30, 2018 and December 31, 2017 (dollars in thousands):


							Weighted
					Weighted		Average Life
	Carrying		Face		Average		(“WAL”)
September 30, 2018	Value		Amount		Coupon		(years)(1)
First mortgages (2)	$	6,474,478	$	6,496,376	6.7	%	2.1
First priority infrastructure loans		1,492,276		1,510,157	5.1	%	3.5
Subordinated mortgages (3)		188,402		188,266	11.5	%	1.3
Mezzanine loans (2)		352,300		351,866	10.8	%	1.8
Other		25,274		28,677	8.7	%	3.5
Total loans held-for-investment		8,532,730		8,575,342
Loans held-for-sale, fair value option, residential		626,719		607,616	6.3	%	5.3
Loans held-for-sale, commercial (carrying value of $286,786 under fair value option)		379,848		382,270	4.8	%	8.4
Loans held-for-sale, infrastructure		320,270		324,422	3.4	%	5.7
Loans transferred as secured borrowings		74,281		74,692	6.9	%	1.5
Total gross loans		9,933,848		9,964,342
Loan loss allowance (loans held-for-investment)		(32,056)		—
Total net loans	$	9,901,792	$	9,964,342

December 31, 2017
First mortgages (2)	$	5,818,804	$	5,843,623	6.2	%	2.0
Subordinated mortgages (3)		177,115		177,386	10.8	%	1.9
Mezzanine loans (2)		545,299		545,355	11.0	%	1.1
Other		25,607		29,320	8.5	%	3.9
Total loans held-for-investment		6,566,825		6,595,684
Loans held-for-sale, fair value option, residential		613,287		594,105	6.2	%	5.4
Loans held-for-sale, fair value option, commercial		132,456		132,393	4.6	%	10.0
Loans transferred as secured borrowings		74,403		75,000	6.2	%	2.3
Total gross loans		7,386,971		7,397,182
Loan loss allowance (loans held-for-investment)		(4,330)		—
Total net loans	$	7,382,641	$	7,397,182

(1)

Represents the remaining WAL of each respective group of loans as of the respective balance sheet date. The WAL of each individual loan is calculated using amounts and timing of future principal payments, as projected at origination or acquisition.

(2)

First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the expected credit quality of these loans is more similar to that of a first mortgage loan. The application of this methodology resulted in mezzanine loans with carrying values of $1.0 billion and $851.1 million being classified as first mortgages as of September 30, 2018 and December 31, 2017, respectively.

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(3)

Subordinated mortgages include B-Notes and junior participation in first mortgages where we do not own the senior A-Note or senior participation. If we own both the A-Note and B-Note, we categorize the loan as a first mortgage loan.

During the three and nine months ended September 30, 2018, the Company received distributions totaling $2.8 million and $15.1 million, respectively, from a profit participation in a mortgage loan that was repaid in 2016. The loan was secured by a retail and hospitality property located in the Times Square area of New York City. The profit participation is accounted for as a loan in accordance with the acquisition, development and construction accounting guidance within ASC 310-10, which results in distributions in excess of basis being recognized within interest income in our condensed consolidated statements of operations.

As of September 30, 2018, approximately $8.1 billion, or 94.5%, of our loans held-for-investment were variable rate and paid interest principally at LIBOR plus a weighted-average spread of 4.4%.

We regularly evaluate the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral, as well as the financial and operating capability of the borrower. Specifically, the collateral’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan, and/or (iii) the collateral’s liquidation value. We also evaluate the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the collateral. In addition, we consider the overall economic environment, real estate or industry sector, and geographic sub-market in which the borrower operates. Such impairment analyses are completed and reviewed by asset management and finance personnel who utilize various data sources, including (i) periodic financial data such as property operating statements, occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, and (iii) current credit spreads and discussions with market participants.

Our evaluation process, as described above, produces an internal risk rating between 1 and 5, which is a weighted average of the numerical ratings in the following categories: (i) sponsor capability and financial condition, (ii) loan and collateral performance relative to underwriting, (iii) quality and stability of collateral cash flows, and (iv) loan structure. We utilize the overall risk ratings as a concise means to monitor any credit migration on a loan as well as on the whole portfolio. While the overall risk rating is generally not the sole factor we use in determining whether a loan is impaired, a loan with a higher overall risk rating would tend to have more adverse indicators of impairment, and therefore would be more likely to experience a credit loss.

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The rating categories for commercial loans generally include the characteristics described below, but these are utilized as guidelines and therefore not every loan will have all of the characteristics described in each category:


Rating	Characteristics
1		Sponsor capability and financial condition—Sponsor is highly rated or investment grade or, if private, the equivalent thereof with significant management experience.
		Loan collateral and performance relative to underwriting—The collateral has surpassed underwritten expectations.
		Quality and stability of collateral cash flows—Occupancy is stabilized, the property has had a history of consistently high occupancy, and the property has a diverse and high quality tenant mix.
		Loan structure—LTV does not exceed 65%. The loan has structural features that enhance the credit profile.

2		Sponsor capability and financial condition—Strong sponsorship with experienced management team and a responsibly leveraged portfolio.
		Loan collateral and performance relative to underwriting—Collateral performance equals or exceeds underwritten expectations and covenants and performance criteria are being met or exceeded.
		Quality and stability of collateral cash flows—Occupancy is stabilized with a diverse tenant mix.
		Loan structure—LTV does not exceed 70% and unique property risks are mitigated by structural features.

3		Sponsor capability and financial condition—Sponsor has historically met its credit obligations, routinely pays off loans at maturity, and has a capable management team.
		Loan collateral and performance relative to underwriting—Property performance is consistent with underwritten expectations.
		Quality and stability of collateral cash flows—Occupancy is stabilized, near stabilized, or is on track with underwriting.
		Loan structure—LTV does not exceed 80%.

4		Sponsor capability and financial condition—Sponsor credit history includes missed payments, past due payment, and maturity extensions. Management team is capable but thin.
		Loan collateral and performance relative to underwriting—Property performance lags behind underwritten expectations. Performance criteria and loan covenants have required occasional waivers. A sale of the property may be necessary in order for the borrower to pay off the loan at maturity.
		Quality and stability of collateral cash flows—Occupancy is not stabilized and the property has a large amount of rollover.
		Loan structure—LTV is 80% to 90%.

5		Sponsor capability and financial condition—Credit history includes defaults, deeds‑in‑lieu, foreclosures, and/or bankruptcies.
		Loan collateral and performance relative to underwriting—Property performance is significantly worse than underwritten expectations. The loan is not in compliance with loan covenants and performance criteria and may be in default. Sale proceeds would not be sufficient to pay off the loan at maturity.
		Quality and stability of collateral cash flows—The property has material vacancy and significant rollover of remaining tenants.
		Loan structure—LTV exceeds 90%.

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As of September 30, 2018, the risk ratings for loans subject to our rating system, which excludes loans held-for-sale, by class of loan were as follows (dollars in thousands):


	Balance Sheet Classification
	Loans Held-For-Investment														Loans
				First Priority											Transferred				% of
Risk Rating	First			Infrastructure			Subordinated			Mezzanine					As Secured				Total
Category	Mortgages			Loans			Mortgages			Loans		Other			Borrowings		Total		Loans
1	$	1,433		$	—		$	—		$	—	$	19,672		$	—	$	21,105	0.2	%
2		2,917,836			—			11,752			118,694		—			74,281		3,122,563	31.4	%
3		3,285,546			—			164,673			233,606		—			—		3,683,825	37.1	%
4		78,028			—			—			—		—			—		78,028	0.8	%
5		20,667			—			—			—		—			—		20,667	0.2	%
N/A		170,968	(1)		1,492,276	(2)		11,977	(1)		—		5,602	(1)		—		1,680,823	16.9	%
	$	6,474,478		$	1,492,276		$	188,402		$	352,300	$	25,274		$	74,281		8,607,011
Loans held-for-sale																		1,326,837	13.4	%
Total gross loans																	$	9,933,848	100.0	%

(1)

Represents loans individually evaluated for impairment in accordance with ASC 310-10.

(2)

First priority infrastructure loans were not risk rated as of September 30, 2018 as the Company is in the process of developing a risk rating policy for these loans.

As of December 31, 2017, the risk ratings for loans subject to our rating system, which excludes loans held-for-sale, by class of loan were as follows (dollars in thousands):


	Balance Sheet Classification
	Loans Held-For-Investment								Loans
									Transferred				% of
Risk Rating	First		Subordinated		Mezzanine				As Secured				Total
Category	Mortgages		Mortgages		Loans		Other		Borrowings		Total		Loans
1	$	2,003	$	—	$	—	$	20,267	$	—	$	22,270	0.3	%
2		2,462,268		11,927		137,803		—		—		2,611,998	35.4	%
3		3,183,592		165,188		407,496		5,340		74,403		3,836,019	51.9	%
4		120,479		—		—		—		—		120,479	1.6	%
5		50,462		—		—		—		—		50,462	0.7	%
N/A		—		—		—		—		—		—	—	%
	$	5,818,804	$	177,115	$	545,299	$	25,607	$	74,403		6,641,228
Loans held-for-sale												745,743	10.1	%
Total gross loans											$	7,386,971	100.0	%

In accordance with our loan impairment policy, during the three and nine months ended September 30, 2018, we recorded impairment charges of zero and $29.9 million, respectively. Of the $29.9 million impairment charge recorded during the nine months ended September 30, 2018, $21.6 million relates to a residential conversion project located in New York City, for which our recorded investment was as follows as of September 30, 2018: (i) $118.3 million first mortgage loan ($118.5 million unpaid principal balance and $5.5 million provision for impaired loans); (ii) $52.7 million mezzanine loan ($52.8 million unpaid principal balance and $16.1 million provision for impaired loan); and (iii) $5.6 million unsecured promissory note ($5.7 million unpaid principal balance and zero provision for impaired loan). In making our determinations surrounding impairment, we considered the property’s liquidation value, the financial wherewithal of the sponsor, the borrower’s competency in managing and operating the project and the overall economic environment.

The remaining $8.3 million of impairment charges recorded during the nine months ended September 30, 2018 relate to two subordinated mortgages on department stores located in the Greater Chicago area. The sole tenant filed bankruptcy earlier this year, and the bankruptcy court ordered liquidation of the retailer during the nine months ended

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September 30, 2018. In making the determination that the loans were impaired, we considered the property’s liquidation value and the financial wherewithal of the tenant’s parent company to honor certain guarantees. Our recorded investment in these loans totaled $12.2 million ($12.0 million unpaid principal balance and $8.3 million provision for impaired loan).

Our September 30, 2018 remeasurement of impairment for these loans did not result in any incremental impairment charges being recognized. However, because these loans were previously determined to be impaired, we continue to apply the cost recovery method of interest income recognition. The average recorded investment in the impaired loans for the three and nine months ended September 30, 2018 was $189.6 million and $188.6 million, respectively.

During the three months ended September 30, 2018, we modified certain loans as TDRs, consisting of the mezzanine loan and unsecured promissory note on the residential conversion project discussed above. In the case of the mezzanine loan, the interest rate was modified to a below market interest rate. In the case of the unsecured promissory note, the maturity date was extended, causing a delay in timing that was not insignificant to the debt’s original contractual maturity. As of September 30, 2018, the mezzanine loan was fully funded and the unsecured promissory note had an unfunded commitment of $6.3 million.

There were no TDRs for which interest income was recognized during the three or nine months ended September 30, 2018.

As of September 30, 2018, the department store loans discussed above were 90 days or greater past due, as were $3.6 million of principally residential loans. In accordance with our interest income recognition policy, these loans were placed on cost recovery once 90 days or greater past due.

In accordance with our policies, we record an allowance for loan losses equal to (i) 1.5% of the aggregate carrying amount of loans rated as a “4,” plus (ii) 5% of the aggregate carrying amount of loans rated as a “5,” plus (iii) impaired loan reserves, if any. The following table presents the activity in our allowance for loan losses (amounts in thousands):


	For the Nine Months Ended
	September 30,
	2018		2017
Allowance for loan losses at January 1	$	4,330	$	9,788
Provision for (reversal of) loan losses		(2,127)		(3,170)
Provision for impaired loans		29,853		—
Charge-offs		—		—
Recoveries		—		—
Allowance for loan losses at September 30	$	32,056	$	6,618
Recorded investment in loans related to the allowance for loan loss	$	287,242	$	310,046

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The activity in our loan portfolio was as follows (amounts in thousands):


	For the Nine Months Ended
	September 30,
	2018		2017
Balance at January 1	$	7,382,641	$	5,946,274
Acquisition of Infrastructure Lending Portfolio		1,826,423		—
Acquisitions/originations/additional funding		5,006,725		3,722,624
Capitalized interest (1)		44,293		55,987
Basis of loans sold (2)		(1,985,388)		(1,024,964)
Loan maturities/principal repayments		(2,383,658)		(1,742,494)
Discount accretion/premium amortization		28,954		27,014
Changes in fair value		26,573		45,484
Unrealized foreign currency translation (loss) gain		(17,095)		31,395
Change in loan loss allowance, net		(27,726)		3,170
Transfer to/from other asset classifications		50		844
Balance at September 30	$	9,901,792	$	7,065,334

(1) Represents accrued interest income on loans whose terms do not require current payment of interest.

(2) See Note 11 for additional disclosure on these transactions.

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5. Investment Securities

Investment securities were comprised of the following as of September 30, 2018 and December 31, 2017 (amounts in thousands):


	Carrying Value as of
	September 30, 2018		December 31, 2017
RMBS, available-for-sale	$	227,867	$	247,021
RMBS, fair value option (1)		44,976		—
CMBS, fair value option (1)		1,051,039		1,024,143
Held-to-maturity (“HTM”) securities		473,896		433,468
Equity security, fair value		13,098		13,523
Subtotal — Investment securities		1,810,876		1,718,155
VIE eliminations (1)		(1,047,426)		(999,952)
Total investment securities	$	763,450	$	718,203

(1)

Certain fair value option CMBS and RMBS are eliminated in consolidation against VIE liabilities pursuant to ASC 810.

Purchases, sales and principal collections for all investment securities were as follows (amounts in thousands):


	RMBS,		RMBS, fair		CMBS, fair		HTM		Equity		Securitization
	available-for-sale		value option		value option		Securities		Security		VIEs (1)		Total
Three Months Ended September 30, 2018
Purchases	$	—	$	45,095	$	26,258	$	289,100	$	—	$	(68,579)	$	291,874
Acquisition of Infrastructure Lending Portfolio		—		—		—		65,060		—		—		65,060
Sales		2,046		—		22,065		—		—		(18,902)		5,209
Principal collections		9,246		119		22,031		20,577		—		(17,903)		34,070
Three Months Ended September 30, 2017
Purchases	$	—	$	—	$	30,844	$	50,000	$	—	$	(19,046)	$	61,798
Sales		—		—		1,469		—		—		(1,469)		—
Principal collections		10,307		—		1,666		111,671		—		—		123,644


	RMBS,		RMBS, fair		CMBS, fair		HTM		Equity		Securitization
	available-for-sale		value option		value option		Securities		Security		VIEs (1)		Total
Nine Months Ended September 30, 2018
Purchases	$	—	$	45,095	$	118,166	$	289,100	$	—	$	(140,022)	$	312,339
Acquisition of Infrastructure Lending Portfolio		—		—		—		65,060		—		—		65,060
Sales		2,853		—		30,012		—		—		(26,849)		6,016
Principal collections		27,432		119		82,812		323,061		—		(77,667)		355,757
Nine Months Ended September 30, 2017
Purchases	$	7,433	$	—	$	92,569	$	50,000	$	—	$	(80,771)	$	69,231
Sales		—		—		22,791		—		—		(11,657)		11,134
Principal collections		29,090		—		8,754		172,059		—		—		209,903

(1)

Represents RMBS and CMBS, fair value option amounts eliminated due to our consolidation of securitization VIEs. These amounts are reflected as repayment of debt of consolidated VIEs in our condensed consolidated statements of cash flows.

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RMBS, Available-for-Sale

The Company’s RMBS classified as available-for-sale is reported at fair value in the balance sheet with changes in fair value recorded in accumulated other comprehensive income (“AOCI”).

The tables below summarize various attributes of our investments in available-for-sale RMBS as of September 30, 2018 and December 31, 2017 (amounts in thousands):


							Unrealized Gains or (Losses)
							Recognized in AOCI
	Purchase				Recorded				Gross		Gross		Net
	Amortized		Credit		Amortized		Non-Credit		Unrealized		Unrealized		Fair Value
	Cost		OTTI		Cost		OTTI		Gains		Losses		Adjustment		Fair Value
September 30, 2018
RMBS	$	176,952	$	(9,897)	$	167,055	$	—	$	60,812	$	—	$	60,812	$	227,867
December 31, 2017
RMBS	$	199,029	$	(9,897)	$	189,132	$	(94)	$	58,011	$	(28)	$	57,889	$	247,021


	Weighted Average Coupon (1)		Weighted Average Rating	WAL (Years) (2)
September 30, 2018
RMBS	3.5	%	CC+	5.9
December 31, 2017
RMBS	2.8	%	B	6.4

(1)

Calculated using the September 30, 2018 and December 31, 2017 one-month LIBOR rate of 2.261% and 1.564%, respectively, for floating rate securities.

(2)

Represents the remaining WAL of each respective group of securities as of the respective balance sheet date. The WAL of each individual security is calculated using projected amounts and projected timing of future principal payments.

As of September 30, 2018, approximately $194.4 million, or 85.3%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.26%. As of December 31, 2017, approximately $207.0 million, or 83.8%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.22%. We purchased all of the RMBS at a discount, a portion of which is being accreted into income over the expected remaining life of the security. The majority of the income from this strategy is earned from the accretion of this accretable discount.

The following table contains a reconciliation of aggregate principal balance to amortized cost for our RMBS as of September 30, 2018 and December 31, 2017 (amounts in thousands):


	September 30, 2018		December 31, 2017
Principal balance	$	333,107	$	366,711
Accretable yield		(56,938)		(55,712)
Non-accretable difference		(109,114)		(121,867)
Total discount		(166,052)		(177,579)
Amortized cost	$	167,055	$	189,132

The principal balance of credit deteriorated RMBS was $313.8 million and $345.5 million as of September 30, 2018 and December 31, 2017, respectively. Accretable yield related to these securities totaled $51.3 million and $49.2 million as of September 30, 2018 and December 31, 2017, respectively.

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The following table discloses the changes to accretable yield and non-accretable difference for our RMBS during the three and nine months ended September 30, 2018 (amounts in thousands):


			Non-Accretable
Three Months Ended September 30, 2018	Accretable Yield		Difference
Balance as of July 1, 2018	$	50,877	$	118,602
Accretion of discount		(2,526)		—
Principal write-downs, net		—		(549)
Sales		(352)		—
Transfer to/from non-accretable difference		8,939		(8,939)
Balance as of September 30, 2018	$	56,938	$	109,114

Nine Months Ended September 30, 2018
Balance as of January 1, 2018	$	55,712	$	121,867
Accretion of discount		(7,967)		—
Principal write-downs, net		—		(3,030)
Sales		(530)		—
Transfer to/from non-accretable difference		9,723		(9,723)
Balance as of September 30, 2018	$	56,938	$	109,114

We have engaged a third party manager who specializes in RMBS to execute the trading of RMBS, the cost of which was $0.4 million and $0.5 million for the three months ended September 30, 2018 and 2017, respectively, and $1.3 million and $1.4 million for the nine months ended September 30, 2018 and 2017, respectively, which has been recorded as management fees in the accompanying condensed consolidated statements of operations.

The following table presents the gross unrealized losses and estimated fair value of any available-for-sale securities that were in an unrealized loss position as of September 30, 2018 and December 31, 2017, and for which OTTIs (full or partial) have not been recognized in earnings (amounts in thousands):


	Estimated Fair Value				Unrealized Losses
	Securities with a		Securities with a		Securities with a		Securities with a
	loss less than		loss greater than		loss less than		loss greater than
	12 months		12 months		12 months		12 months
As of September 30, 2018
RMBS	$	—	$	—	$	—	$	—
As of December 31, 2017
RMBS	$	10,321	$	643	$	(99)	$	(23)

As of September 30, 2018, there were no securities with unrealized losses. As of December 31, 2017, there were three securities with unrealized losses reflected in the table above. After evaluating these securities and recording adjustments for credit-related OTTI, we concluded that the remaining unrealized losses reflected above were noncredit-related and would be recovered from the securities’ estimated future cash flows. We considered a number of factors in reaching this conclusion, including that we did not intend to sell the securities, it was not considered more likely than not that we would be forced to sell the securities prior to recovering our amortized cost, and there were no material credit events that would have caused us to otherwise conclude that we would not recover our cost. Credit losses, which represent most of the OTTI we record on securities, are calculated by comparing (i) the estimated future cash flows of each security discounted at the yield determined as of the initial acquisition date or, if since revised, as of the last date previously revised, to (ii) our amortized cost basis. Significant judgment is used in projecting cash flows for our non-agency RMBS. As a result, actual income and/or impairments could be materially different from what is currently projected and/or reported.

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CMBS and RMBS, Fair Value Option

As discussed in the “Fair Value Option” section of Note 2 herein, we elect the fair value option for certain CMBS and RMBS in an effort to eliminate accounting mismatches resulting from the current or potential consolidation of securitization VIEs. As of September 30, 2018, the fair value and unpaid principal balance of CMBS where we have elected the fair value option, excluding the notional value of interest-only securities and before consolidation of securitization VIEs, were $1.1 billion and $3.0 billion, respectively. As of September 30, 2018, the fair value and unpaid principal balance of RMBS where we have elected the fair value option, excluding the notional value of interest-only securities and before consolidation of securitization VIEs, were $45.0 million and $27.5 million, respectively. The $1.1 billion total fair value balance of CMBS and RMBS represents our economic interests in these assets. However, as a result of our consolidation of securitization VIEs, the vast majority of this fair value (all except $48.6 million at September 30, 2018) is eliminated against VIE liabilities before arriving at our GAAP balance for fair value option investment securities.

As of September 30, 2018, $23.5 million of our CMBS were variable rate and none of our RMBS were variable rate.

HTM Securities

The table below summarizes unrealized gains and losses of our investments in HTM securities as of September 30, 2018 and December 31, 2017 (amounts in thousands):


	Net Carrying Amount		Gross Unrealized		Gross Unrealized
	(Amortized Cost)		Holding Gains		Holding Losses		Fair Value
September 30, 2018
CMBS	$	408,836	$	2,582	$	(2,083)	$	409,335
Infrastructure bonds		65,060		—		—		65,060
Total	$	473,896	$	2,582	$	(2,083)	$	474,395
December 31, 2017
CMBS	$	413,110	$	2,002	$	(7,779)	$	407,333
Preferred interests		20,358		647		—		21,005
Total	$	433,468	$	2,649	$	(7,779)	$	428,338

The table below summarizes the maturities of our HTM securities by type as of September 30, 2018 (amounts in thousands):


			Infrastructure
	CMBS		bonds		Total
Less than one year	$	75,268	$	—	$	75,268
One to three years		305,311		16,330		321,641
Three to five years		28,257		—		28,257
Thereafter		—		48,730		48,730
Total	$	408,836	$	65,060	$	473,896

Equity Security, Fair Value

During 2012, we acquired 9,140,000 ordinary shares from a related-party in Starwood European Real Estate Finance Limited (“SEREF”), a debt fund that is externally managed by an affiliate of our Manager and is listed on the London Stock Exchange. The fair value of the investment remeasured in USD was $13.1 million and $13.5 million as of September 30, 2018 and December 31, 2017, respectively. As of September 30, 2018, our shares represent an approximate 2% interest in SEREF.

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6. Propertie s

Our properties are held within the following portfolios:

Ireland Portfolio

The Ireland Portfolio is comprised of 11 net leased fully occupied office properties and one multifamily property all located in Dublin, Ireland, which the Company acquired during the year ended December 31, 2015. The Ireland Portfolio, which collectively is comprised of approximately 600,000 square feet, includes total gross properties and lease intangibles of $526.4 million and debt of $336.6 million as of September 30, 2018.

Woodstar I Portfolio

The Woodstar I Portfolio is comprised of 32 affordable housing communities with 8,948 units concentrated primarily in the Tampa, Orlando and West Palm Beach metropolitan areas. During the year ended December 31, 2015, we acquired 18 of the 32 affordable housing communities of the Woodstar I Portfolio with the final 14 communities acquired during the year ended December 31, 2016. The Woodstar I Portfolio includes total gross properties and lease intangibles of $622.2 million and federal, state and county sponsored financing and other debt of $407.7 million as of September 30, 2018.

Woodstar II Portfolio

The Woodstar II Portfolio is comprised of 27 affordable housing communities with 6,109 units concentrated primarily in Central and South Florida. The Woodstar II Portfolio includes total gross properties and lease intangibles of $559.9 million and debt of $439.0 million as of September 30, 2018. Refer to Note 3 for further discussion of the Woodstar II Portfolio.

Medical Office Portfolio

The Medical Office Portfolio is comprised of 34 medical office buildings acquired during the year ended December 31, 2016. These properties, which collectively comprise 1.9 million square feet, are geographically dispersed throughout the U.S. and primarily affiliated with major hospitals or located on or adjacent to major hospital campuses. The Medical Office Portfolio includes total gross properties and lease intangibles of $760.2 million and debt of $484.1 million as of September 30, 2018.

Master Lease Portfolio

The Master Lease Portfolio is comprised of 17 retail properties and three industrial properties geographically dispersed throughout the U.S., with more than 50% of the portfolio, by carrying value, located in Utah, Florida, Texas and Minnesota. These properties collectively comprise 5.0 million square feet and were leased back to the seller under corporate guaranteed master net lease agreements with initial terms of 24.6 years and periodic rent escalations. The Master Lease Portfolio includes total gross properties of $505.0 million and debt of $262.1 million as of September 30, 2018.

Investing and Servicing Segment Property Portfolio

The REIS Equity Portfolio is comprised of 22 commercial real estate properties and one equity interest in an unconsolidated commercial real estate property. The REIS Equity Portfolio includes total gross properties and lease intangibles of $367.3 million and debt of $225.3 million as of September 30, 2018. Refer to Note 3 for further discussion of the REIS Equity Portfolio.

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The table below summarizes our properties held-for-investment as of September 30, 2018 and December 31, 2017 (dollars in thousands):


	Depreciable Life	September 30, 2018		December 31, 2017
Property Segment
Land and land improvements	0 – 15 years	$	663,448	$	585,915
Buildings and building improvements	5 – 45 years		2,059,383		1,838,266
Furniture & fixtures	3 – 7 years		44,458		31,028
Investing and Servicing Segment
Land and land improvements	0 – 15 years		82,332		86,711
Buildings and building improvements	3 – 40 years		206,643		212,094
Furniture & fixtures	2 – 5 years		1,871		1,036
Properties, cost			3,058,135		2,755,050
Less: accumulated depreciation			(169,398)		(107,569)
Properties, net		$	2,888,737	$	2,647,481

During the three and nine months ended September 30, 2018, we sold one and nine operating properties for $8.7 million and $104.3 million, respectively, recognizing a gain on sale of $1.4 million and $25.1 million, respectively, within gain on sale of investments and other assets in our condensed consolidated statements of operations. One of these properties sold in March 2018 was acquired by a third party which already held a $0.3 million non-controlling interest in the property. During the nine months ended September 30, 2018, $3.7 million of the gain on sale was attributable to non-controlling interests. None of the gain on sale was attributable to non-controlling interests during the three months ended September 30, 2018. During the three and nine months ended September 30, 2017, we sold two and five operating properties for $26.0 million and $44.6 million, respectively, recognizing a gain on sale of $11.2 million and $16.4 million, respectively, within gain on sale of investments and other assets in our condensed consolidated statements of operations.

As of September 30, 2018, one property within the Master Lease Portfolio with a carrying value of $31.9 million and three properties within the REIS Equity Portfolio with an aggregate carrying value of $20.4 million were reclassified from held-for-investment to held-for-sale. The properties are expected to be sold during the three months ended December 31, 2018. A loss of $1.5 million was recognized within other loss in our condensed consolidated statement of operations for the three and nine months ended September 30, 2018 relating to one of the REIS Equity Portfolio properties which was written down to its contracted sale price less expected costs to sell upon reclassification to held-for-sale.

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7. Investment in Unconsolidated Entities

The table below summarizes our investment in unconsolidated entities as of September 30, 2018 and December 31, 2017 (dollars in thousands):


	Participation /	Carrying value as of
	Ownership % (1)	September 30, 2018			December 31, 2017
Equity method:
Retail Fund	33%	$	112,110		$	110,704
Investor entity which owns equity in an online real estate company	50%		9,363			9,312
Equity interests in commercial real estate	50%		6,507	(2)		23,192
Equity interest in and advances to a residential mortgage originator	N/A		8,996	(3)		7,742
Various	25% - 50%		6,127			3,538
			143,103			154,488
Cost method:
Equity interest in a servicing and advisory business	6%		6,207			12,234
Investment funds which own equity in a loan servicer and other real estate assets	4% - 6%		9,225			9,225
Various	0% - 3%		10,253			9,556
			25,685			31,015
		$	168,788		$	185,503

(1)

None of these investments are publicly traded and therefore quoted market prices are not available.

(2)

In March 2018, our preferred equity investment in a portfolio of student housing properties was redeemed in full for cash proceeds of $16.7 million.

(3)

Includes a $2.0 million subordinated loan the Company funded in June 2018. Refer to Note 15 for further discussion.

As of September 30, 2018, the carrying value of our equity investment in a residential mortgage originator exceeded the underlying equity in net assets of such investee by $1.6 million. This difference is the result of the Company recording its investment in the investee at its acquisition date fair value, which included certain non-amortizing intangible assets not recognized by the investee. Should the Company determine these intangible assets held by the investee are impaired, the Company will recognize such impairment loss through earnings from unconsolidated entities in our consolidated statement of operations, otherwise, such difference between the carrying value of our equity investment in the residential mortgage originator and the underlying equity in the net assets of the residential mortgage originator will continue to exist. Other than our equity interest in the residential mortgage originator, there were no differences between the carrying value of our equity method investments and the underlying equity in the net assets of the investees as of September 30, 2018.

During the three and nine months ended September 30, 2018, we did not become aware of any observable price changes in our cost method investments that are within the scope of ASU 2016-01 or any indicators of impairment.

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8. Goodwil l and Intangibles

Goodwill

Infrastructure Lending Segment

Infrastructure Lending Segment goodwill of $116.0 million at September 30, 2018 represents the excess of consideration transferred over the fair value of net assets acquired on September 19, 2018. The goodwill recognized is attributable to value embedded in the acquired Infrastructure Lending Segment’s origination platform and is fully tax deductible over 15 years.

LNR Property LLC (“LNR”)

Investing and Servicing Segment goodwill of $140.4 million at both September 30, 2018 and December 31, 2017 represents the excess of consideration transferred over the fair value of net assets of LNR acquired on April 19, 2013. The goodwill recognized is attributable to value embedded in LNR’s existing platform, which includes a network of commercial real estate asset managers, work-out specialists, underwriters and administrative support professionals as well as proprietary historical performance data on commercial real estate assets.

Intangible Assets

Servicing Rights Intangibles

In connection with the LNR acquisition, we identified domestic servicing rights that existed at the purchase date, based upon the expected future cash flows of the associated servicing contracts. At September 30, 2018 and December 31, 2017 the balance of the domestic servicing intangible was net of $22.8 million and $28.2 million, respectively, which was eliminated in consolidation pursuant to ASC 810 against VIE assets in connection with our consolidation of securitization VIEs. Before VIE consolidation, as of September 30, 2018 and December 31, 2017, the domestic servicing intangible had a balance of $44.6 million and $59.0 million, respectively, which represents our economic interest in this asset.

Lease Intangibles

In connection with our acquisitions of commercial real estate, we recognized in-place lease intangible assets and favorable lease intangible assets associated with certain non-cancelable operating leases of the acquired properties.

The following table summarizes our intangible assets, which are comprised of servicing rights intangibles and lease intangibles, as of September 30, 2018 and December 31, 2017 (amounts in thousands):


	As of September 30, 2018						As of December 31, 2017
	Gross Carrying		Accumulated		Net Carrying		Gross Carrying		Accumulated		Net Carrying
	Value		Amortization		Value		Value		Amortization		Value
Domestic servicing rights, at fair value	$	21,768	$	—	$	21,768	$	30,759	$	—	$	30,759
In-place lease intangible assets		198,814		(94,761)		104,053		187,816		(65,351)		122,465
Favorable lease intangible assets		37,039		(8,912)		28,127		37,231		(7,363)		29,868
Total net intangible assets	$	257,621	$	(103,673)	$	153,948	$	255,806	$	(72,714)	$	183,092

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The following table summarizes the activity within intangible assets for the nine months ended September 30, 2018 (amounts in thousands):


	Domestic		In-place Lease		Favorable Lease
	Servicing		Intangible		Intangible
	Rights		Assets		Assets		Total
Balance as of January 1, 2018	$	30,759	$	122,465	$	29,868	$	183,092
Acquisition of additional Woodstar II Portfolio properties		—		10,792		—		10,792
Acquisition of additional REIS Equity Portfolio properties		—		7,342		2,687		10,029
Amortization		—		(33,458)		(3,138)		(36,596)
Sales		—		(1,041)		(953)		(1,994)
Foreign exchange loss		—		(936)		(254)		(1,190)
Impairment (1)		—		(361)		—		(361)
Changes in fair value due to changes in inputs and assumptions		(8,991)		—		—		(8,991)
Transfers to properties held-for-sale		—		(750)		(83)		(833)
Balance as of September 30, 2018	$	21,768	$	104,053	$	28,127	$	153,948

(1)

Impairment of intangible lease assets is recognized within other expense in our condensed consolidated statements of operations.

The following table sets forth the estimated aggregate amortization of our in-place lease intangible assets and favorable lease intangible assets for the next five years and thereafter (amounts in thousands):


2018 (remainder of)	$	7,308
2019		23,323
2020		17,547
2021		15,099
2022		12,286
Thereafter		56,617
Total	$	132,180

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9. Secured Financing Agreements

The following table is a summary of our secured financing agreements in place as of September 30, 2018 and December 31, 2017 (dollars in thousands):


										Carrying Value at
	Current	Extended			Pledged Asset		Maximum			September 30,		December 31,
	Maturity	Maturity (a)	Pricing		Carrying Value		Facility Size			2018		2017
Lender 1 Repo 1	(b)	(b)	LIBOR + 1.60% to 5.75%		$	1,703,978	$	2,000,000		$	1,303,966	$	1,137,654
Lender 2 Repo 1	Apr 2020	Apr 2023	LIBOR + 1.50% to 2.35%			322,291		900,000	(c)		243,100		238,428
Lender 3 Repo 1	N/A	N/A	N/A			—		—			—		75,291
Lender 4 Repo 2	May 2021	May 2023	LIBOR + 2.00% to 3.25%			964,155		1,000,000			401,592		215,372
Lender 6 Repo 1	Aug 2021	N/A	LIBOR + 2.00% to 2.75%			654,464		600,000			507,545		494,353
Lender 6 Repo 2	Oct 2022	Oct 2023	GBP LIBOR + 2.75%, EURIBOR + 2.25%			515,755		431,056			403,685		332,815
Lender 7 Repo 1	Sep 2021	Sep 2023	LIBOR + 1.75% to 2.25%			—		250,000			—		—
Lender 9 Repo 1	N/A	N/A	N/A			—		—			—		65,762
Lender 10 Repo 1	May 2021	May 2023	LIBOR + 1.50% to 2.75%			200,425		164,840			160,480		77,800
Lender 11 Repo 1	Jun 2019	Jun 2020	LIBOR + 2.75%			—		200,000			—		—
Lender 11 Repo 2	Sep 2019	Sep 2023	LIBOR + 2.00% to 2.75%			355,451		500,000			270,690		—
Lender 12 Repo 1	Jun 2021	Jun 2024	LIBOR + 2.10% to 2.45%			57,322		250,000			43,500		—
Lender 13 Repo 1	(d)	(d)	LIBOR + 1.50%			18,407		200,000			14,824		—
Lender 7 Secured Financing	Feb 2021	Feb 2023	LIBOR + 2.25%	(e)		353,449		650,000	(f)		159,453		—
Lender 8 Secured Financing	Aug 2019	N/A	LIBOR + 4.00%			—		—			—		15,617
Conduit Repo 2	Nov 2018	Nov 2019	LIBOR + 2.25%			122,728		200,000			94,600		40,075
Conduit Repo 3	Feb 2020	Feb 2021	LIBOR + 2.10%			125,108		150,000			94,508		26,895
MBS Repo 1	(g)	(g)	N/A			—		—			—		6,510
MBS Repo 2	Sep 2020	N/A	LIBOR + 1.65% to 2.25%			100,526		69,777			69,777		222,672
MBS Repo 3	(h)	(h)	LIBOR + 1.32% to 1.85%			752,458		365,812			365,812		224,150
MBS Repo 4	(i)	N/A	LIBOR + 1.70%			163,558		110,000			25,000		77,318
MBS Repo 5	Jun 2028	Dec 2028	4.14%			25,585		150,000			24,721		—
Investing and Servicing Segment Property Mortgages	Dec 2018 to Jun 2026	N/A	Various			244,184		218,019			203,165		177,411
Ireland Mortgage	May 2020	N/A	EURIBOR + 1.69%			468,926		338,525			338,525		349,900
Woodstar I Mortgages	Nov 2025 to Oct 2026	N/A	3.72% to 3.97%			361,415		276,748			276,748		276,748
Woodstar I Government Financing	Mar 2026 to Jun 2049	N/A	1.00% to 5.00%			302,061		131,746			131,746		133,418
Woodstar II Mortgages	Jan 2028 to Apr 2028	N/A	3.81% to 3.85%			505,079		417,669			417,669		116,745
Woodstar II Government Financing	Jun 2030 to Aug 2052	N/A	1.00% to 3.19%			161,987		27,018			27,018		—
Medical Office Mortgages	Dec 2021	Dec 2023	LIBOR + 2.50%			687,921		524,499			491,197		497,613
Master Lease Mortgages	Oct 2027	N/A	4.36% to 4.38%			459,504		265,900			265,900		265,900
Infrastructure Lending Facility	Sep 2021	Sep 2022	Various			1,877,606		2,127,267			1,536,477		—
Term Loan A	Dec 2020	Dec 2021	LIBOR + 2.25%	(e)		918,342		300,000			300,000		300,000
Revolving Secured Financing	Dec 2020	Dec 2021	LIBOR + 2.25%	(e)		—		100,000			—		—
FHLB	Feb 2021	N/A	Various			719,781		500,000			500,000		445,000
					$	13,142,466	$	13,418,876			8,671,698		5,813,447
Unamortized net premium											495		2,559
Unamortized deferred financing costs											(85,506)		(42,950)
										$	8,586,687	$	5,773,056

(a)

Subject to certain conditions as defined in the respective facility agreement.

(b)

Maturity date for borrowings collateralized by loans is September 2019 with an additional extension option to September 2021. Borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions and not to exceed September 2025.

(c)

The initial maximum facility size of $600.0 million may be increased to $900.0 million, subject to certain conditions.

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(d)

Maturity date for borrowings collateralized by loans is May 2020 with an additional extension option to August 2021. Borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.

(e)

Subject to borrower’s option to choose alternative benchmark based rates pursuant to the terms of the credit agreement.

(f)

The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.

(g)

Facility carries a rolling 11-month term which may reset monthly with the lender’s consent. This facility carries no maximum facility size.

(h)

Facility carries a rolling 12-month term which may reset monthly with the lender’s consent. Current maturity is September 2019. This facility carries no maximum facility size. Amounts reflect the outstanding balance as of September 30, 2018.

(i)

The date that is 270 days after the buyer delivers notice to seller, subject to a maximum date of May 2020.

In the normal course of business, the Company is in discussions with its lenders to extend or amend any financing facilities which contain near term expirations.

During the nine months ended September 30, 2018, we entered into two mortgage loans with aggregate maximum borrowings of $34.8 million to finance commercial real estate previously acquired by our Investing and Servicing Segment. As of September 30, 2018, these facilities carry a remaining weighted average term of 3.7 years with floating annual interest rates of LIBOR +2.62%.

During the nine months ended September 30, 2018, we entered into mortgage loans with total borrowings of $300.9 million to finance the Q1 2018 Closing of our Woodstar II Portfolio. The loans carry 10-year terms and weighted average fixed annual interest rates of 3.82%. Additional government sponsored mortgage loans of $27.0 million with weighted average fixed annual interest rates of 3.06% and remaining weighted average terms of 27.5 years were assumed at in connection with the Q1 2018 and Q3 2018 Closings of our Woodstar II Portfolio.

In April 2018, we amended the Lender 2 Repo 1 facility to extend the current maturity from October 2018 to April 2020 with three one-year extension options and allow for the option to upsize to $900.0 million, subject to certain conditions.

In June 2018, we entered into a $150.0 million repurchase facility (“MBS Repo 5”) to finance vertical risk retention CMBS investments within our Investing and Servicing Segment. The facility carries a ten-year initial term with a six-month extension option.

In June 2018, we entered into a $250.0 million repurchase facility (“Lender 12 Repo 1”) to finance certain loans held-for-investment. The facility carries a three-year initial term with three one-year extension options and an annual interest rate of LIBOR + 2.10% to 2.45%, subject to a 25 basis point floor.

In August 2018, we entered into a $200.0 million repurchase facility (“Lender 13 Repo 1”) to finance certain loans held-for-investment. The facility has a maturity date of May 2020 with an additional extension option to August 2021 and an annual interest rate of LIBOR + 1.50%.

In August and September 2018, we amended the Lender 11 Repo 2 facility to increase available borrowings from $250.0 million to $500.0 million, extend the current maturity from September 2018 to September 2019 with four one-year extension options and decrease the pricing margin from LIBOR + 2.25% to 2.75% to LIBOR + 2.00% to 2.75%.

In September 2018, we exercised an option to upsize the Lender 4 Repo 2 facility from $600.0 million to $1.0 billion.

In September 2018, we entered into a $250.0 million repurchase facility (“Lender 7 Repo 1”) to finance certain loans held-for-investment. The facility carries a three-year initial term with two one-year extension options and an annual interest rate of LIBOR + 1.75% to 2.25%.

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In September 2018, we entered into a credit agreement to fund the acquisition and unfunded loan commitments associated with the Infrastructure Lending Segment (the “Infrastructure Lending Facility”) which consists of the following components: (i) a $1.5 billion term loan for fully funded loans; (ii) a $334.0 million delayed draw term loan for future fundings on acquired term loans; and (iii) a $286.9 million revolver for future fundings on acquired revolvers and letters of credit (“LCs”). Each component carries a three-year initial term with a one-year extension option and an annual interest rate of the applicable currency benchmark index + 1.50%. The spread increases 25 bps in each of the second and third years of the facility. The facility also contains commitment fees, including fees paid at inception and ongoing fees associated with unfunded commitments on delayed draw term loans, revolvers and LCs. As of September 30, 2018, the following components were outstanding: (i) $1.5 billion of term loans; and (ii) $30.1 million of revolvers. Subsequent to September 30, 2018, on October 3, 2018, in accordance with an advance rate adjustment contemplated by the original terms of the Infrastructure Lending Facility, we paid down $62.5 million of the outstanding balance, all of which related to term loans.

Our secured financing agreements contain certain financial tests and covenants. As of September 30, 2018, we were in compliance with all such covenants.

The following table sets forth our five‑year principal repayments schedule for secured financings assuming no defaults and excluding loans transferred as secured borrowings. Our credit facilities generally require principal to be paid down prior to the facilities’ respective maturities if and when we receive principal payments on, or sell, the investment collateral that we have pledged. The amount reflected in each period includes principal repayments on our credit facilities that would be required if (i) we received the repayments that we expect to receive on the investments that have been pledged as collateral under the credit facilities, as applicable, and (ii) the credit facilities that are expected to have amounts outstanding at their current maturity dates are extended where extension options are available to us (amounts in thousands):


	Repurchase		Other Secured
	Agreements		Financing		Total
2018 (remainder of)	$	197,287	$	30,848	$	228,135
2019		464,418		291,250		755,668
2020		594,641		649,594		1,244,235
2021		872,114		840,693		1,712,807
2022		804,939		981,724		1,786,663
Thereafter		1,090,401		1,853,789		2,944,190
Total	$	4,023,800	$	4,647,898	$	8,671,698

For the three and nine months ended September 30, 2018, approximately $6.6 million and $17.5 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations. For the three and nine months ended September 30, 2017, approximately $5.0 million and $14.4 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.

The following table sets forth our outstanding balance of repurchase agreements related to the following asset collateral classes as of September 30, 2018 and December 31, 2017 (amounts in thousands):


Class of Collateral	September 30, 2018		December 31, 2017
Loans held-for-investment	$	3,349,382	$	2,637,475
Loans held-for-sale		189,108		66,970
Investment securities		485,310		530,650
	$	4,023,800	$	3,235,095

We seek to mitigate risks associated with our repurchase agreements by managing risk related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value. The margin call provisions under the majority of our repurchase facilities, consisting of 74% of these agreements, do not permit valuation adjustments based on capital markets activity. Instead, margin calls on these facilities are limited to collateral-specific credit marks. To monitor credit risk associated with the performance and value of our loans and investments, our asset management team regularly reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. For repurchase agreements containing margin call provisions for

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general capital markets activity, approximately 28% of these pertain to our loans held-for-sale, for which we manage credit risk through the purchase of credit index instruments. We further seek to manage risks associated with our repurchase agreements by matching the maturities and interest rate characteristics of our loans with the related repurchase agreements.

10. Unsecured Senior Notes

The following table is a summary of our unsecured senior notes outstanding as of September 30, 2018 and December 31, 2017 (dollars in thousands):


						Remaining
	Coupon		Effective		Maturity	Period of		Carrying Value at
	Rate		Rate (1)		Date	Amortization		September 30, 2018		December 31, 2017
2018 Convertible Notes	N/A		N/A		N/A	N/A			—		369,981
2019 Convertible Notes	4.00	%	5.74	%	1/15/2019	0.3	years		105,908		341,363
2021 Senior Notes (February)	3.63	%	3.89	%	2/1/2021	2.3	years		500,000		—
2021 Senior Notes (December)	5.00	%	5.32	%	12/15/2021	3.2	years		700,000		700,000
2023 Convertible Notes	4.38	%	4.86	%	4/1/2023	4.5	years		250,000		250,000
2025 Senior Notes	4.75	%	5.04	%	3/15/2025	6.5	years		500,000		500,000
Total principal amount									2,055,908		2,161,344
Unamortized discount—Convertible Notes									(5,194)		(11,186)
Unamortized discount—Senior Notes									(17,454)		(16,654)
Unamortized deferred financing costs									(8,690)		(8,269)
Carrying amount of debt components								$	2,024,570	$	2,125,235
Carrying amount of conversion option equity components recorded in additional paid-in capital for outstanding convertible notes								$	3,755	$	31,638

(1)

Effective rate includes the effects of underwriter purchase discount and the adjustment for the conversion option on our convertible senior notes, the value of which reduced the initial liability and was recorded in additional paid‑in capital.

Senior Notes

On January 29, 2018, we issued $500.0 million of 3.625% Senior Notes due 2021 (the “2021 February Notes”). The 2021 February Notes mature on February 1, 2021. Prior to November 1, 2020, we may redeem some or all of the 2021 February Notes at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable date of redemption. On and after November 1, 2020, we may redeem some or all of the 2021 February Notes at a price equal to 100% of the principal amount thereof. In addition, prior to February 1, 2020, we may redeem up to 40% of the 2021 February Notes at the applicable redemption price using the proceeds of certain equity offerings. The 2021 February Notes were swapped to floating rate (see Note 12).

Convertible Senior Notes

In March 2018, we repaid the full outstanding principal amount of the 4.55% Convertible Senior Notes due 2018 (the “2018 Notes”) in cash upon their maturity.

During the three months ended September 30, 2018, we received redemption notices related to the 4.00% Convertible Senior Notes due 2019 (the “2019 Notes”) with a par amount totaling $263.4 million, of which $235.5 million were settled during the three months ended September 30, 2018 for total consideration of $266.0 million, which was paid via the issuance of 11.2 million shares and cash payments of $20.8 million. The $236.2 million of settlement consideration attributable to the liability component of the 2019 Notes exceeded the proportionate net carrying amount of the liability component by $1.8 million, which was recognized as a loss on extinguishment of debt in our condensed consolidated statement of operations for the three months ended September 30, 2018. The $29.8 million of settlement consideration attributable to the equity component of the 2019 Notes was recognized as a reduction of additional paid-in

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capital in our condensed consolidated statement of equity for the three months ended September 30, 2018, partially offsetting the $245.2 million fair value of the shares issued.

Subsequent to September 30, 2018, an additional $27.9 million of these redemptions were settled through the issuance of 1.2 million shares and cash payments totaling $4.7 million.

We recognized interest expense of $5.9 million and $24.8 million during the three and nine months ended September 30, 2018, respectively, from our unsecured convertible senior notes. We recognized interest expense of $19.3 million and $58.0 million during the three and nine months ended September 30, 2017, respectively, from our unsecured convertible senior notes.

On March 29, 2017, we issued $250.0 million of 4.375% Convertible Senior Notes due 2023 (the “2023 Notes”). The proceeds from the issuance of the 2023 Notes were used to repurchase $230.0 million of the 2018 Notes for $250.7 million. The repurchase price was allocated between the fair value of the liability component and the fair value of the equity component of the 2018 Notes at the repurchase date. The portion of the repurchase price attributable to the equity component totaled $18.1 million and was recognized as a reduction of additional paid-in capital during the nine months ended September 30, 2017. The portion of the repurchase price attributable to the liability component exceeded the net carrying amount of the liability component by $5.9 million, which was recognized as a loss on extinguishment of debt in our condensed consolidated statement of operations for the nine months ended September 30, 2017.

The following table details the conversion attributes of our Convertible Notes outstanding as of September 30, 2018 (amounts in thousands, except rates):


	September 30, 2018			Conversion Spread Value - Shares (3)
	Conversion	Conversion		For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	Rate (1)	Price (2)		2018	2017	2018	2017
2018 Notes	N/A		N/A	—	742	—	733
2019 Notes	51.7349	$	19.33	542	1,571	559	1,551
2023 Notes	38.5959	$	25.91	—	—	—	—
				542	2,313	559	2,284

(1)

The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of Convertible Notes converted, as adjusted in accordance with the indentures governing the Convertible Notes (including the applicable supplemental indentures).

(2)

As of September 30, 2018 and 2017, the market price of the Company’s common stock was $21.52 and $21.72 per share, respectively.

(3)

The conversion spread value represents the portion of the Convertible Notes that are “in-the-money”, representing the value that would be delivered to investors in shares upon an assumed conversion.

The if-converted value of the 2019 Notes exceeded their principal amount by $12.0 million at September 30, 2018 as the closing market price of the Company’s common stock of $21.52 per share exceeded the implicit conversion price of $19.33 per share. However, the if‑converted value of the 2023 Notes was less than their principal amount by $42.4 million at September 30, 2018 as the closing market price of the Company’s common stock was less than the implicit conversion price of $25.91 per share.

Effective June 30, 2018, the Company no longer asserts its intent to fully settle the principal amount of the Convertible Notes in cash upon conversion. The if-converted value of the principal amount of the 2019 Notes and 2023 Notes was $117.9 million and $207.6 million, respectively, as of September 30, 2018.

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11. Loan Securitization/Sale Activities

As described below, we regularly sell loans and notes under various strategies. We evaluate such sales as to whether they meet the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint, and transfer of control.

Conduit Loan Securitizations

Within the Investing and Servicing Segment, we originate commercial mortgage loans with the intent to sell these mortgage loans to VIEs for the purposes of securitization. These VIEs then issue CMBS that are collateralized in part by these assets, as well as other assets transferred to the VIE by third parties. In certain instances, we retain an interest in the VIE and/or serve as special servicer for the VIE. The following summarizes the fair value and par value of loans sold from our conduit platform, as well as the amount of sale proceeds used in part to repay the outstanding balance of the repurchase agreements associated with these loans for the three and nine months ended September 30, 2018 and 2017 (amounts in thousands):


					Repayment of
					repurchase
	Face Amount		Proceeds		agreements
For the Three Months Ended September 30,
2018	$	360,651	$	372,300	$	272,156
2017		498,022		517,351		376,687
For the Nine Months Ended September 30,
2018	$	825,610	$	854,065	$	623,538
2017		938,879		987,828		709,666

Securitization Financing Arrangements and Sales

Within the Commercial and Residential Lending Segment, we originate or acquire residential and commercial mortgage loans, subsequently selling all or a portion thereof. Typically, our motivation for entering into these transactions is to effectively create leverage on the subordinated position that we will retain and hold for investment. These loans may be sold directly or through a securitization. In certain instances, we continue to act as servicer, special servicer or servicing administrator for the loan following its sale. In these instances, similar to the strategy of our Investing and Servicing Segment described above, we consolidate the underlying VIE into which the loans were sold. During the three months ended September 30, 2018, we consolidated the securitization VIE into which our residential loans were sold, along with a securitization VIE into which one of our commercial loans was sold. In each of these instances, we retained an interest in the VIE. The following table summarizes our loans sold and loans transferred as secured borrowings by the Commercial and Residential Lending Segment net of expenses (amounts in thousands):


									Loan Transfers
	Loan Transfers Accounted for as Sales								Accounted for as Secured
	Commercial				Residential				Borrowings
	Face Amount		Proceeds		Face Amount		Proceeds		Face Amount		Proceeds
For the Three Months Ended September 30,
2018	$	550,000	$	547,776	$	374,071	$	389,044	$	—	$	—
2017		—		—		—		—		75,000		74,200
For the Nine Months Ended September 30,
2018	$	746,400	$	742,496	$	374,071	$	389,044	$	—	$	—
2017		38,750		37,079		—		—		75,000		74,200

During the three and nine months ended September 30, 2018, a gain of $2.4 million was recognized within change in fair value of mortgage loans held-for-sale, net in our condensed consolidated statements of operations in connection with a residential mortgage loan securitization. During the three and nine months ended September 30, 2018 and 2017, gains (losses) recognized by the Commercial and Residential Lending Segment on sales of loans held-for-investment were not material.

Our securitizations have each been structured as bankruptcy-remote entities whose assets are not intended to be available to the creditors of any other party.

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12. Derivatives and Hedging Activity

Risk Management Objective of Using Derivatives

We are exposed to certain risks arising from both our business operations and economic conditions. Refer to Note 13 to the consolidated financial statements included in our Form 10-K for further discussion of our risk management objectives and policies.

Designated Hedges

The Company does not generally elect to apply the hedge accounting designation to its hedging instruments. During the three and nine months ended September 30, 2018, the Company’s only designated hedges were comprised of one and two outstanding interest rate swaps, respectively, that have been designated as cash flow hedges of the interest rate risk associated with forecasted interest payments. As of September 30, 2018, the fair value of the one remaining cash flow hedge was not material. Additionally, during the three and nine months ended September 30, 2018 and 2017 the impact of these cash flow hedges on our net income was not material and we did not recognize any hedge ineffectiveness in earnings associated with these cash flow hedges.

Non-designated Hedges and Derivatives

The Company has entered into the following types of non-designated hedges and derivatives:

Foreign exchange (“Fx”) forwards whereby we agree to buy or sell a specified amount of foreign currency for a specified amount of USD at a future date, economically fixing the USD amounts of foreign denominated cash flows we expect to receive or pay related to certain foreign denominated loan investments and properties;

Interest rate contracts which hedge a portion of our exposure to changes in interest rates;

Credit index instruments which hedge a portion of our exposure to the credit risk of our commercial loans held-for-sale;

Forward loan purchase commitments whereby we agree to buy a specified amount of residential mortgage loans at a future date for a specified price and the counterparty is contractually obligated to deliver such mortgage loans (see Note 21); and

Interest rate swap guarantees whereby we guarantee the interest rate swap obligations of certain Infrastructure Lending borrowers. Our interest rate swap guarantees were assumed in connection with the acquisition of the Infrastructure Lending Segment.

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The following table summarizes our non-designated derivatives as of September 30, 2018 (notional amounts in thousands):


Type of Derivative	Number of Contracts	Aggregate Notional Amount	Notional Currency	Maturity
Fx contracts – Sell Euros ("EUR")	56	292,826	EUR	November 2018 – October 2022
Fx contracts – Sell Pounds Sterling ("GBP")	148	250,899	GBP	October 2018 – October 2022
Fx contracts – Sell Canadian dollar ("CAD")	16	9,055	CAD	January 2019 – October 2022
Fx contracts – Sell Australian dollar ("AUD")	4	8,122	AUD	January 2019 – October 2019
Fx contracts – Buy EUR	1	2,166	EUR	October 2018
Fx contracts – Buy GBP	3	7,589	GBP	October 2018 – July 2019
Fx contracts – Buy CAD	1	1,103	CAD	October 2018
Fx contracts – Buy AUD	1	1,064	AUD	October 2018
Interest rate swaps – Paying fixed rates	45	1,238,520	USD	April 2019 – October 2028
Interest rate swaps – Receiving fixed rates	2	970,000	USD	January 2021 – March 2025
Interest rate caps	2	294,000	EUR	May 2020
Interest rate caps	10	126,979	USD	November 2018 – October 2021
Credit index instruments	9	74,000	USD	November 2054 – November 2059
Forward loan purchase commitments	1	25,000	USD	November 2018
Interest rate swap guarantees	11	730,356	USD	March 2019 – June 2025
Interest rate swap guarantees	1	11,930	GBP	December 2024
Interest rate swap guarantees	1	92,699	CAD	June 2045
Total	312

The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 (amounts in thousands):


	Fair Value of Derivatives				Fair Value of Derivatives
	in an Asset Position (1) as of				in a Liability Position (2) as of
	September 30,		December 31,		September 30,		December 31,
	2018		2017		2018		2017
Derivatives designated as hedging instruments:
Interest rate swaps	$	1	$	25	$	—	$	—
Total derivatives designated as hedging instruments		1		25		—		—
Derivatives not designated as hedging instruments:
Interest rate contracts		52,760		27,234		29,560		2,781
Interest rate swap guarantees		—		—		282		—
Foreign exchange contracts		7,046		6,400		5,390		33,419
Credit index instruments		—		239		154		—
Total derivatives not designated as hedging instruments		59,806		33,873		35,386		36,200
Total derivatives	$	59,807	$	33,898	$	35,386	$	36,200

(1)

Classified as derivative assets in our condensed consolidated balance sheets.

(2)

Classified as derivative liabilities in our condensed consolidated balance sheets.

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The tables below present the effect of our derivative financial instruments on the condensed consolidated statements of operations and of comprehensive income for the three and nine months ended September 30, 2018 and 2017 (amounts in thousands):


			Gain (Loss)
	Gain (Loss)		Reclassified		Gain (Loss)
	Recognized		from AOCI		Recognized
Derivatives Designated as Hedging Instruments	in OCI		into Income		in Income		Location of Gain (Loss)
For the Three Months Ended September 30,	(effective portion)		(effective portion)		(ineffective portion)		Recognized in Income
2018	$	—	$	6	$	—	Interest expense
2017	$	(3)	$	19	$	—	Interest expense

For the Nine Months Ended September 30,
2018	$	8	$	32	$	—	Interest expense
2017	$	45	$	(11)	$	—	Interest expense


		Amount of Gain (Loss)				Amount of Gain (Loss)
		Recognized in Income for the				Recognized in Income for the
Derivatives Not Designated	Location of Gain (Loss)	Three Months Ended September 30,				Nine Months Ended September 30,
as Hedging Instruments	Recognized in Income	2018		2017		2018		2017
Interest rate contracts	Gain (loss) on derivative financial instruments	$	4,444	$	(3,836)	$	10,553	$	(10,190)
Foreign exchange contracts	Gain (loss) on derivative financial instruments		8,073		(19,650)		17,748		(54,814)
Credit index instruments	Gain (loss) on derivative financial instruments		(782)		(738)		(803)		(1,155)
		$	11,735	$	(24,224)	$	27,498	$	(66,159)

13. Offsetting Assets and Liabilities

The following tables present the potential effects of netting arrangements on our financial position for financial assets and liabilities within the scope of ASC 210-20, Balance Sheet—Offsetting , which for us are derivative assets and liabilities as well as repurchase agreement liabilities (amounts in thousands):


							(iv)
							Gross Amounts Not
							Offset in the Statement
			(ii)		(iii) = (i) - (ii)		of Financial Position
			Gross Amounts		Net Amounts				Cash
	(i)		Offset in the		Presented in				Collateral
	Gross Amounts		Statement of		the Statement of		Financial		Received /		(v) = (iii) - (iv)
	Recognized		Financial Position		Financial Position		Instruments		Pledged		Net Amount
As of September 30, 2018
Derivative assets	$	59,807	$	—	$	59,807	$	4,387	$	—	$	55,420
Derivative liabilities	$	35,386	$	—	$	35,386	$	4,387	$	30,185	$	814
Repurchase agreements		4,023,800		—		4,023,800		4,023,800		—		—
	$	4,059,186	$	—	$	4,059,186	$	4,028,187	$	30,185	$	814
As of December 31, 2017
Derivative assets	$	33,898	$	—	$	33,898	$	6,523	$	—	$	27,375
Derivative liabilities	$	36,200	$	—	$	36,200	$	6,523	$	15,333	$	14,344
Repurchase agreements		3,235,095		—		3,235,095		3,235,095		—		—
	$	3,271,295	$	—	$	3,271,295	$	3,241,618	$	15,333	$	14,344

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14. Variable Interest Entities

Investment Securities

As discussed in Note 2, we evaluate all of our investments and other interests in entities for consolidation, including our investments in CMBS, RMBS and our retained interests in securitization transactions we initiated, all of which are generally considered to be variable interests in VIEs.

Securitization VIEs consolidated in accordance with ASC 810 are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. The assets and other instruments held by these securitization entities are restricted and can only be used to fulfill the obligations of the entity. Additionally, the obligations of the securitization entities do not have any recourse to the general credit of any other consolidated entities, nor to us as the primary beneficiary. The VIE liabilities initially represent investment securities on our balance sheet (pre-consolidation). Upon consolidation of these VIEs, our associated investment securities are eliminated, as is the interest income related to those securities. Similarly, the fees we earn in our roles as special servicer of the bonds issued by the consolidated VIEs or as collateral administrator of the consolidated VIEs are also eliminated. Finally, an allocable portion of the identified servicing intangible associated with the eliminated fee streams is eliminated in consolidation.

VIEs in which we are the Primary Beneficiary

The inclusion of the assets and liabilities of securitization VIEs in which we are deemed the primary beneficiary has no economic effect on us. Our exposure to the obligations of securitization VIEs is generally limited to our investment in these entities. We are not obligated to provide, nor have we provided, any financial support for any of these consolidated structures.

We also hold controlling interests in non-securitization entities that are considered VIEs, most of which were established to facilitate the acquisition of certain properties. SPT Dolphin, the entity which holds the Woodstar II Portfolio, is a VIE because the third party interest holders do not carry kick-out rights or substantive participating rights. We were deemed to be the primary beneficiary of the VIE because we possess both the power to direct the activities of the VIE that most significantly impact its economic performance and a significant economic interest in the entity. This VIE had assets of $693.6 million and liabilities of $447.3 million as of September 30, 2018. In total, our consolidated non-securitization VIEs had assets of $801.3 million and liabilities of $531.4 million as of September 30, 2018.

VIEs in which we are not the Primary Beneficiary

In certain instances, we hold a variable interest in a VIE in the form of CMBS, but either (i) we are not appointed, or do not serve as, special servicer or servicing administrator or (ii) an unrelated third party has the rights to unilaterally remove us as special servicer without cause. In these instances, we do not have the power to direct activities that most significantly impact the VIE’s economic performance. In other cases, the variable interest we hold does not obligate us to absorb losses or provide us with the right to receive benefits from the VIE which could potentially be significant. For these structures, we are not deemed to be the primary beneficiary of the VIE, and we do not consolidate these VIEs.

As of September 30, 2018, two of our CDO structures were in default or imminent default, which, pursuant to the underlying indentures, changes the rights of the variable interest holders. Upon default of a CDO, the trustee or senior note holders are allowed to exercise certain rights, including liquidation of the collateral, which at that time, is the activity which would most significantly impact the CDO’s economic performance. Further, when the CDO is in default, the collateral administrator no longer has the option to purchase securities from the CDO. In cases where the CDO is in default and we do not have the ability to exercise rights which would most significantly impact the CDO’s economic performance, we do not consolidate the VIE. As of September 30, 2018, neither of these CDO structures were consolidated.

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As noted above, we are not obligated to provide, nor have we provided, any financial support for any of our securitization VIEs, whether or not we are deemed to be the primary beneficiary. As such, the risk associated with our involvement in these VIEs is limited to the carrying value of our investment in the entity. As of September 30, 2018, our maximum risk of loss related to securitization VIEs in which we were not the primary beneficiary was $48.6 million on a fair value basis.

As of September 30, 2018, the securitization VIEs which we do not consolidate had debt obligations to beneficial interest holders with unpaid principal balances, excluding the notional value of interest-only securities, of $9.8 billion. The corresponding assets are comprised primarily of commercial mortgage loans with unpaid principal balances corresponding to the amounts of the outstanding debt obligations.

We also hold passive non-controlling interests in certain unconsolidated entities that are considered VIEs. We are not the primary beneficiaries of these VIEs as we do not possess the power to direct the activities of the VIEs that most significantly impact their economic performance and therefore report our interests, which totaled $130.3 million as of September 30, 2018, within investment in unconsolidated entities on our condensed consolidated balance sheet. Our maximum risk of loss is limited to our carrying value of the investments.

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15. Related-Party Transaction s

Management Agreement

We are party to a management agreement (the “Management Agreement”) with our Manager. Under the Management Agreement, our Manager, subject to the oversight of our board of directors, is required to manage our day to day activities, for which our Manager receives a base management fee and is eligible for an incentive fee and stock awards. Our Manager’s personnel perform certain due diligence, legal, management and other services that outside professionals or consultants would otherwise perform. As such, in accordance with the terms of our Management Agreement, our Manager is paid or reimbursed for the documented costs of performing such tasks, provided that such costs and reimbursements are in amounts no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of this agreement.

In February 2018, our board of directors authorized an amendment to our Management Agreement to adjust the calculation of the base management fee and incentive fee to treat equity securities of subsidiaries issued in exchange for properties or interests therein as issued common stock, effective December 28, 2017 (the “Amendment”). Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of the Amendment.

Base Management Fee. For the three months ended September 30, 2018 and 2017, approximately $18.4 million and $16.9 million, respectively, was incurred for base management fees. For the nine months ended September 30, 2018 and 2017, approximately $53.9 million and $50.7 million, respectively, was incurred for base management fees. As of September 30, 2018 and December 31, 2017, there were $18.4 million and $17.1 million, respectively, of unpaid base management fees included in related-party payable in our condensed consolidated balance sheets.

Incentive Fee. For the three months ended September 30, 2018 and 2017, approximately $4.3 million and $10.4 million, respectively, was incurred for incentive fees. For the nine months ended September 30, 2018 and 2017, approximately $19.6 million and $20.2 million, respectively, was incurred for incentive fees. As of September 30, 2018 and December 31, 2017, approximately $4.3 million and $22.0 million, respectively, of unpaid incentive fees were included in related-party payable in our condensed consolidated balance sheets.

Expense Reimbursement. For the three months ended September 30, 2018 and 2017, approximately $1.9 million and $1.7 million, respectively, was incurred for executive compensation and other reimbursable expenses and recognized within general and administrative expenses in our condensed consolidated statements of operations. For the nine months ended September 30, 2018 and 2017, approximately $5.9 million and $4.5 million, respectively, was incurred for executive compensation and other reimbursable expenses. As of September 30, 2018 and December 31, 2017, approximately $2.6 million and $3.3 million, respectively, of unpaid reimbursable executive compensation and other expenses were included in related-party payable in our condensed consolidated balance sheets.

Equity Awards. In certain instances, we issue RSAs to certain employees of affiliates of our Manager who perform services for us. During the three months ended September 30, 2018 and 2017, there were no RSAs granted. Expenses related to the vesting of awards to employees of affiliates of our Manager were $0.8 million and $0.7 million during the three months ended September 30, 2018 and 2017, respectively, and are reflected in general and administrative expenses in our condensed consolidated statements of operations. During the nine months ended September 30, 2018 and 2017, we granted 189,813 and 138,264 RSAs, respectively, at grant date fair values of $4.0 million and $3.1 million, respectively. Expenses related to the vesting of awards to employees of affiliates of our Manager were $2.1 million during both the nine months ended September 30, 2018 and 2017. These shares generally vest over a three-year period.

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Manager Equity Plan

In May 2017, the Company’s shareholders approved the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the “2017 Manager Equity Plan”) which replaced the Starwood Property Trust, Inc. Manager Equity Plan (“Manager Equity Plan”). In April 2018, we granted 775,000 RSUs to our Manager under the 2017 Manager Equity Plan. In March 2017, we granted 1,000,000 RSUs to our Manager under the Manager Equity Plan. In May 2015, we granted 675,000 RSUs to our Manager under the Manager Equity Plan. In connection with these grants and prior similar grants, we recognized share-based compensation expense of $3.2 million and $3.0 million within management fees in our condensed consolidated statements of operations for the three months ended September 30, 2018 and 2017, respectively. For the nine months ended September 30, 2018 and 2017, we recognized $9.4 million and $7.4 million, respectively, related to these awards. Refer to Note 16 for further discussion of these grants.

Investments in Loans and Securities

In January 2018, the Company acquired a $130.0 million first mortgage participation from an unaffiliated third party, which bears interest at LIBOR plus 4.00%. The loan is secured by four U.S. power plants that each have long-term power purchase agreements with investment grade counterparties. The borrower is an affiliate of our Manager.

In February 2018, a GBP denominated first mortgage loan that we had co-originated with SEREF in November 2013, which was secured by Centre Point, an iconic tower located in Central London, England, was repaid in full.

In March 2018, the Company acquired a €55.0 million newly-originated loan participation from SEREF, which is secured by a luxury resort in Estepona, Spain.

In June 2018, a subordinate CMBS investment in a securitization issued by an affiliate of our Manager was paid off in full. We acquired the security, which was secured by five regional malls in Ohio, California and Washington, for $84.1 million in December 2013. In January 2016, we acquired an additional $9.7 million of this subordinate CMBS investment.

During the three and nine months ended September 30, 2018, the Company acquired $36.4 million and $80.8 million, respectively, of loans held-for-sale from a residential mortgage originator in which it holds an equity interest. Also in June 2018, the Company originated a $2.0 million subordinated loan to this residential mortgage originator which carries an 8% fixed interest rate and matures in September 2019. Refer to Note 7 for further discussion.

Acquisitions from Consolidated CMBS Trusts

Our Investing and Servicing Segment acquires interests in properties for its REIS Equity Portfolio from CMBS trusts, some of which are consolidated as VIEs on our balance sheet. Acquisitions from consolidated VIEs are reflected as repayment of debt of consolidated VIEs in our condensed consolidated statements of cash flows. No real estate assets were acquired from consolidated CMBS trusts during the three months ended September 30, 2018 and 2017. During the nine months ended September 30, 2018 and 2017, we acquired $27.7 million and $19.7 million, respectively, of net real estate assets from consolidated CMBS trusts for a gross purchase price of $28.0 million and $19.9 million, respectively. Refer to Note 3 for further discussion of these acquisitions.

Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of related-party agreements.

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16. Stockholders’ Equity and Non-Controlling Interests

During the nine months ended September 30, 2018 our board of directors declared the following dividends:


Declaration Date	Record Date	Ex-Dividend Date	Payment Date	Amount		Frequency
8/8/18	9/28/18	9/26/18	10/15/18	$	0.48	Quarterly
5/4/18	6/29/18	6/27/18	7/13/18	$	0.48	Quarterly
2/28/18	3/30/18	3/28/18	4/13/18	$	0.48	Quarterly

During the three months ended September 30, 2018, we issued 11.2 million shares in connection with the settlement of $235.5 million of our 2019 Notes. Refer to Note 10 for further discussion.

During the nine months ended September 30, 2018 and 2017, there were no shares issued under our At-The-Market Equity Offering Sales Agreement. During the nine months ended September 30, 2018 and 2017, shares issued under the Starwood Property Trust, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) were not material.

In February 2017, our board of directors extended the term of our $500.0 million common stock and Convertible Note repurchase program through January 2019. Refer to Note 17 to the consolidated financial statements included in our Form 10-K for further information regarding the repurchase program. During the nine months ended September 30, 2018, we repurchased 573,255 shares of common stock for $12.1 million and no Convertible Notes under our repurchase program. There were no share or Convertible Notes repurchases under the repurchase program during the nine months ended September 30, 2017. The repurchase of the 2018 Notes discussed in Note 10 was not considered part of the repurchase program and therefore did not reduce our available capacity for future repurchases under the repurchase program. As of September 30, 2018, we had $250.1 million of remaining capacity to repurchase common stock and/or Convertible Notes under the repurchase program.

Equity Incentive Plans

In May 2017, the Company’s shareholders approved the 2017 Manager Equity Plan and the Starwood Property Trust, Inc. 2017 Equity Plan (the “2017 Equity Plan”), which allow for the issuance of up to 11,000,000 stock options, stock appreciation rights, RSAs, RSUs or other equity-based awards or any combination thereof to the Manager, directors, employees, consultants or any other party providing services to the Company. The 2017 Manager Equity Plan succeeds and replaces the Manager Equity Plan and the 2017 Equity Plan succeeds and replaces the Starwood Property Trust, Inc. Equity Plan (the “Equity Plan”) and the Starwood Property Trust, Inc. Non-Executive Director Stock Plan (the “Non-Executive Director Stock Plan”).

The table below summarizes our share awards granted or vested under the Manager Equity Plan and 2017 Manager Equity Plan during the nine months ended September 30, 2018 and 2017 (dollar amounts in thousands):


Grant Date	Type	Amount Granted	Grant Date Fair Value		Vesting Period
April 2018	RSU	775,000	$	16,329	3 years
March 2017	RSU	1,000,000		22,240	3 years
May 2015	RSU	675,000		16,511	3 years

As of September 30, 2018, there were 9.3 million shares available for future grants under the 2017 Manager Equity Plan and the 2017 Equity Plan.

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Schedule of Non-Vested Shares and Share Equivalents


		2017		Weighted Average
	2017	Manager		Grant Date Fair
	Equity Plan	Equity Plan	Total	Value (per share)
Balance as of January 1, 2018	885,138	806,251	1,691,389	$	21.95
Granted	788,608	775,000	1,563,608		21.25
Vested	(267,037)	(435,415)	(702,452)		21.78
Forfeited	(8,886)	—	(8,886)		21.39
Balance as of September 30, 2018	1,397,823	1,145,836	2,543,659		21.57

Non-Controlling Interests in Consolidated Subsidiaries

As discussed in Note 3, in connection with our Woodstar II Portfolio acquisitions, we issued 10.2 million Class A Units in SPT Dolphin. The Class A Units are redeemable for consideration equal to the current share price of the Company’s common stock on a one-for-one basis, with the consideration paid in either cash or the Company’s common stock, at the determination of the Company. No Class A Units were redeemed through September 30, 2018. In consolidation, the issued Class A Units are reflected as non-controlling interests in consolidated subsidiaries on our condensed consolidated balance sheets.

To the extent SPT Dolphin has sufficient cash available, the Class A Units earn a preferred return indexed to the dividend rate of the Company’s common stock. Any distributions made pursuant to this waterfall are recognized within net income attributable to non-controlling interests in our condensed consolidated statements of operations. During the three and nine months ended September 30, 2018, we recognized net income attributable to non-controlling interests of $4.8 million and $11.9 million, respectively, associated with these Class A Units.

In March 2018, we acquired the non-controlling interest held by a third party in one of our consolidated REIS Equity Portfolio properties, which was carried at $0.3 million, for $3.3 million. The excess of the consideration paid to acquire the non-controlling interest over the carrying value of the non-controlling interest was recorded as a reduction of stockholders’ equity in March 2018.

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17. Earnings per Share

The following table provides a reconciliation of net income and the number of shares of common stock used in the computation of basic EPS and diluted EPS (amounts in thousands, except per share amounts):


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Basic Earnings
Income attributable to STWD common stockholders	$	84,536	$	88,428	$	293,698	$	308,166
Less: Income attributable to participating shares not already deducted as non-controlling interests		(970)		(761)		(2,725)		(2,489)
Basic earnings	$	83,566	$	87,667	$	290,973	$	305,677

Diluted Earnings
Income attributable to STWD common stockholders	$	84,536	$	88,428	$	293,698	$	308,166
Less: Income attributable to participating shares not already deducted as non-controlling interests		(970)		(761)		(2,725)		(2,489)
Add: Interest expense on Convertible Notes (1)		*		N/A		21,102		N/A
Add: Loss on extinguishment of Convertible Notes (1)		*		N/A		1,810		N/A
Diluted earnings	$	83,566	$	87,667	$	313,885	$	305,677

Number of Shares:
Basic — Average shares outstanding		265,355		259,759		262,356		259,412
Effect of dilutive securities — Convertible Notes (1)		*		2,313		25,675		2,284
Effect of dilutive securities — Contingently issuable shares		99		236		99		236
Effect of dilutive securities — Unvested non-participating shares		2		129		—		123
Diluted — Average shares outstanding		265,456		262,437		288,130		262,055

Earnings Per Share Attributable to STWD Common Stockholders:
Basic	$	0.31	$	0.34	$	1.11	$	1.18
Diluted	$	0.31	$	0.33	$	1.09	$	1.17

(1)

Prior to June 30, 2018, the Company had asserted its intent and ability to settle the principal amount of the Convertible Notes in cash. Accordingly, under GAAP, the dilutive effect to EPS for the prior year periods was determined using the treasury stock method by dividing only the “conversion spread value” of the “in-the-money” Convertible Notes by the Company’s average share price and including the resulting share amount in the diluted EPS denominator. The conversion value of the principal amount of the Convertible Notes was not included. Effective June 30, 2018, the Company no longer asserts its intent to fully settle the principal amount of the Convertible Notes in cash upon conversion. Accordingly, under GAAP, the dilutive effect to EPS for the current year periods is determined using the “if-converted” method whereby interest expense or any loss on extinguishment of our Convertible Notes is added back to the diluted EPS numerator and the full number of potential shares contingently issuable upon their conversion is included in the diluted EPS denominator, if dilutive. Refer to Note 10 for further discussion.

* Our Convertible Notes were not dilutive for the three months ended September 30, 2018.

As of September 30, 2018 and 2017, participating shares of 12.2 million and 1.6 million, respectively, were excluded from the computation of diluted shares as their effect was already considered under the more dilutive two-class method used above. Such participating shares at September 30, 2018 included 10.2 million potential shares of our common stock issuable upon redemption of the Class A Units in SPT Dolphin, as discussed in Note 16.

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18. Accumulated Other Comprehensive Income

The changes in AOCI by component are as follows (amounts in thousands):


			Cumulative
			Unrealized Gain
	Effective Portion of		(Loss) on		Foreign
	Cumulative Loss on		Available-for-		Currency
	Cash Flow Hedges		Sale Securities		Translation		Total
Three Months Ended September 30, 2018
Balance at July 1, 2018	$	7	$	60,075	$	8,052	$	68,134
OCI before reclassifications		—		715		(945)		(230)
Amounts reclassified from AOCI		(6)		22		—		16
Net period OCI		(6)		737		(945)		(214)
Balance at September 30, 2018	$	1	$	60,812	$	7,107	$	67,920
Three Months Ended September 30, 2017
Balance at July 1, 2017	$	52	$	51,682	$	4,247	$	55,981
OCI before reclassifications		(3)		3,975		5,337		9,309
Amounts reclassified from AOCI		(19)		—		—		(19)
Net period OCI		(22)		3,975		5,337		9,290
Balance at September 30, 2017	$	30	$	55,657	$	9,584	$	65,271
Nine Months Ended September 30, 2018
Balance at January 1, 2018	$	25	$	57,889	$	12,010	$	69,924
OCI before reclassifications		8		2,977		(4,903)		(1,918)
Amounts reclassified from AOCI		(32)		(54)		—		(86)
Net period OCI		(24)		2,923		(4,903)		(2,004)
Balance at September 30, 2018	$	1	$	60,812	$	7,107	$	67,920
Nine Months Ended September 30, 2017
Balance at January 1, 2017	$	(26)	$	44,929	$	(8,765)	$	36,138
OCI before reclassifications		45		10,823		18,349		29,217
Amounts reclassified from AOCI		11		(95)		—		(84)
Net period OCI		56		10,728		18,349		29,133
Balance at September 30, 2017	$	30	$	55,657	$	9,584	$	65,271

The reclassifications out of AOCI impacted the condensed consolidated statements of operations for the three and nine months ended September 30, 2018 and 2017 as follows (amounts in thousands):


	Amounts Reclassified from				Amounts Reclassified from
	AOCI during the Three Months				AOCI during the Nine Months				Affected Line Item
	Ended September 30,				Ended September 30,				in the Statements
Details about AOCI Components	2018		2017		2018		2017		of Operations
Gain (loss) on cash flow hedges:
Interest rate contracts	$	6	$	19	$	32	$	(11)	Interest expense
Unrealized gains (losses) on available-for-sale securities:
Interest realized upon collection		—		—		46		95	Interest income from investment securities
Net realized (loss) gain on sale of investment		(22)		—		8		—	Gain on sale of investments and other assets, net
Total		(22)		—		54		95
Total reclassifications for the period	$	(16)	$	19	$	86	$	84

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19. Fair Value

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring financial assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

Level I —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II —Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level III —Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Valuation Process

We have valuation control processes in place to validate the fair value of the Company’s financial assets and liabilities measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. Refer to Note 20 to the consolidated financial statements included in our Form 10-K for further discussion of our valuation process.

We determine the fair value of our assets and liabilities measured at fair value on a recurring and nonrecurring basis in accordance with the methodology described in our Form 10-K. For those assets acquired in connection with the Infrastructure Lending Segment acquisition and measured at fair value on a nonrecurring basis, we have determined the fair values as follows:

Loans held-for-investment and investment securities held-to-maturity

We measure the fair value of our loans held-for-investment and investment securities held-to-maturity acquired in a business combination by discounting their expected cash flows at a rate we estimate would be demanded by market participants. The expected cash flows used are generally the same as those used to calculate our level yield income in the financial statements. Since these inputs are unobservable, we have determined that the fair value of these assets would be classified in Level III of the fair value hierarchy.

Loans held-for-sale

We measure the fair value of our loans held-for-sale acquired in a business combination utilizing bids received from third parties to acquire these assets. As these bids represent observable market data, we have determined that the fair value of these assets would be classified in Level II of the fair value hierarchy.

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Fair Value Disclosures

The following tables present our financial assets and liabilities carried at fair value on a recurring basis in the condensed consolidated balance sheets by their level in the fair value hierarchy as of September 30, 2018 and December 31, 2017 (amounts in thousands):


	September 30, 2018
	Total		Level I		Level II		Level III
Financial Assets:
Loans held-for-sale, fair value option	$	913,505	$	—	$	—	$	913,505
RMBS		227,867		—		—		227,867
CMBS		48,589		—		2,774		45,815
Equity security		13,098		13,098		—		—
Domestic servicing rights		21,768		—		—		21,768
Derivative assets		59,807		—		59,807		—
VIE assets		48,034,610		—		—		48,034,610
Total	$	49,319,244	$	13,098	$	62,581	$	49,243,565
Financial Liabilities:
Derivative liabilities	$	35,386	$	—	$	35,386	$	—
VIE liabilities		46,945,674		—		45,152,469		1,793,205
Total	$	46,981,060	$	—	$	45,187,855	$	1,793,205


	December 31, 2017
	Total		Level I		Level II		Level III
Financial Assets:
Loans held-for-sale, fair value option	$	745,743	$	—	$	—	$	745,743
RMBS		247,021		—		—		247,021
CMBS		24,191		—		—		24,191
Equity security		13,523		13,523		—		—
Domestic servicing rights		30,759		—		—		30,759
Derivative assets		33,898		—		33,898		—
VIE assets		51,045,874		—		—		51,045,874
Total	$	52,141,009	$	13,523	$	33,898	$	52,093,588
Financial Liabilities:
Derivative liabilities	$	36,200	$	—	$	36,200	$	—
VIE liabilities		50,000,010		—		47,811,073		2,188,937
Total	$	50,036,210	$	—	$	47,847,273	$	2,188,937

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The changes in financial assets and liabilities classified as Level III are as follows for the three and nine months ended September 30, 2018 and 2017 (amounts in thousands):


							Domestic
	Loans						Servicing				VIE
Three Months Ended September 30, 2018	Held ‑ for ‑ sale		RMBS		CMBS		Rights		VIE Assets		Liabilities		Total
July 1, 2018 balance	$	897,259	$	235,796	$	24,650	$	22,742	$	48,044,873	$	(2,002,115)	$	47,223,205
Total realized and unrealized gains (losses):
Included in earnings:
Change in fair value / gain on sale		4,036		100		63		(974)		(1,261,314)		371,310		(886,779)
Net accretion		—		2,526		—		—		—		—		2,526
Included in OCI		—		737		—		—		—		—		737
Purchases / Originations		597,318		—		—		—		—		—		597,318
Sales		(565,990)		(2,046)		(3,163)		—		—		—		(571,199)
Issuances		—		—		—		—		—		(18,901)		(18,901)
Cash repayments / receipts		(19,118)		(9,246)		(6,815)		—		—		(17,268)		(52,447)
Transfers into Level III		—		—		27,776		—		—		(259,701)		(231,925)
Transfers out of Level III		—		—		—		—		—		108,123		108,123
Consolidation of VIEs		—		—		3,304		—		1,623,863		(23,095)		1,604,072
Deconsolidation of VIEs		—		—		—		—		(372,812)		48,442		(324,370)
September 30, 2018 balance	$	913,505	$	227,867	$	45,815	$	21,768	$	48,034,610	$	(1,793,205)	$	47,450,360
Amount of total (losses) gains included in earnings attributable to assets still held at September 30, 2018	$	(2,501)	$	2,526	$	(884)	$	(974)	$	(1,261,314)	$	371,310	$	(891,837)


							Domestic
	Loans						Servicing				VIE
Three Months Ended September 30, 2017	Held ‑ for ‑ sale		RMBS		CMBS		Rights		VIE Assets		Liabilities		Total
July 1, 2017 balance	$	610,116	$	256,397	$	13,848	$	38,648	$	53,902,715	$	(2,164,593)	$	52,657,131
Total realized and unrealized gains (losses):
Included in earnings:
Change in fair value / gain on sale		19,485		—		(673)		(4,867)		(3,533,620)		151,273		(3,368,402)
Net accretion		—		3,187		—		—		—		—		3,187
Included in OCI		—		3,975		—		—		—		—		3,975
Purchases / Originations		524,409		—		11,798		—		—		—		536,207
Sales		(517,350)		—		—		—		—		—		(517,350)
Issuances		—		—		—		—		—		(1,469)		(1,469)
Cash repayments / receipts		(28,036)		(10,307)		(1,666)		—		—		(4,910)		(44,919)
Transfers into Level III		—		—		—		—		—		(233,367)		(233,367)
Transfers out of Level III		—		—		—		—		—		67,272		67,272
Consolidation of VIEs		—		—		—		—		964,564		(75,585)		888,979
Deconsolidation of VIEs		—		—		534		—		(135,678)		1,596		(133,548)
September 30, 2017 balance	$	608,624	$	253,252	$	23,841	$	33,781	$	51,197,981	$	(2,259,783)	$	49,857,696
Amount of total (losses) gains included in earnings attributable to assets still held at September 30, 2017	$	(2,597)	$	3,187	$	(230)	$	(4,867)	$	(3,533,620)	$	151,273	$	(3,386,854)

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							Domestic
	Loans						Servicing				VIE
Nine Months Ended September 30, 2018	Held ‑ for ‑ sale		RMBS		CMBS		Rights		VIE Assets		Liabilities		Total
January 1, 2018 balance	$	745,743	$	247,021	$	24,191	$	30,759	$	51,045,874	$	(2,188,937)	$	49,904,651
Total realized and unrealized gains (losses):
Included in earnings:
Change in fair value / gain on sale		26,669		241		76		(8,991)		(5,055,029)		906,360		(4,130,674)
Net accretion		—		7,967		—		—		—		—		7,967
Included in OCI		—		2,923		—		—		—		—		2,923
Purchases / Originations		1,508,010		—		1,463		—		—		—		1,509,473
Sales		(1,047,755)		(2,853)		(3,163)		—		—		—		(1,053,771)
Issuances		—		—		—		—		—		(26,849)		(26,849)
Cash repayments / receipts		(123,652)		(27,432)		(7,832)		—		—		(75,078)		(233,994)
Transfers into Level III		—		—		27,776		—		—		(950,660)		(922,884)
Transfers out of Level III		(195,510)		—		—		—		—		425,973		230,463
Consolidation of VIEs		—		—		3,304		—		3,438,933		(23,095)		3,419,142
Deconsolidation of VIEs		—		—		—		—		(1,395,168)		139,081		(1,256,087)
September 30, 2018 balance	$	913,505	$	227,867	$	45,815	$	21,768	$	48,034,610	$	(1,793,205)	$	47,450,360
Amount of total (losses) gains included in earnings attributable to assets still held at September 30, 2018	$	(2,023)	$	7,913	$	(1,252)	$	(8,991)	$	(5,055,029)	$	906,360	$	(4,145,260)


							Domestic
	Loans						Servicing				VIE
Nine Months Ended September 30, 2017	Held ‑ for ‑ sale		RMBS		CMBS		Rights		VIE Assets		Liabilities		Total
January 1, 2017 balance	$	63,279	$	253,915	$	31,546	$	55,082	$	67,123,261	$	(2,585,369)	$	64,941,714
Total realized and unrealized gains (losses):
Included in earnings:
Change in fair value / gain on sale		45,484		—		(4,359)		(21,301)		(15,773,529)		749,757		(15,003,948)
OTTI		—		(109)		—		—		—		—		(109)
Net accretion		—		10,375		—		—		—		—		10,375
Included in OCI		—		10,728		—		—		—		—		10,728
Purchases / Originations		1,527,364		7,433		11,798		—		—		—		1,546,595
Sales		(987,828)		—		(11,134)		—		—		—		(998,962)
Issuances		—		—		—		—		—		(11,657)		(11,657)
Cash repayments / receipts		(39,675)		(29,090)		(8,754)		—		—		(40,946)		(118,465)
Transfers into Level III		—		—		—		—		—		(616,794)		(616,794)
Transfers out of Level III		—		—		—		—		—		231,012		231,012
Consolidation of VIEs		—		—		—		—		2,092,516		(75,585)		2,016,931
Deconsolidation of VIEs		—		—		4,744		—		(2,244,267)		89,799		(2,149,724)
September 30, 2017 balance	$	608,624	$	253,252	$	23,841	$	33,781	$	51,197,981	$	(2,259,783)	$	49,857,696
Amount of total (losses) gains included in earnings attributable to assets still held at September 30, 2017	$	(2,621)	$	10,159	$	56	$	(21,301)	$	(15,773,529)	$	749,757	$	(15,037,479)

Amounts were transferred from Level II to Level III due to a decrease in the observable relevant market activity and amounts were transferred from Level III to Level II due to an increase in the observable relevant market activity.

The following table presents the fair values, all of which are classified in Level III of the fair value hierarchy, of our financial instruments not carried at fair value on the condensed consolidated balance sheets (amounts in thousands):


	September 30, 2018				December 31, 2017
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Financial assets not carried at fair value:
Loans held-for-investment, loans held-for-sale and loans transferred as secured borrowings	$	8,988,287	$	9,043,997	$	6,636,898	$	6,729,302
HTM securities		473,896		474,395		433,468		428,338
Financial liabilities not carried at fair value:
Secured financing agreements and secured borrowings on transferred loans	$	8,660,835	$	8,582,213	$	5,847,241	$	5,810,998
Unsecured senior notes		2,024,570		2,020,957		2,125,235		2,191,285

Table of Contents

The following is quantitative information about significant unobservable inputs in our Level III measurements for those assets and liabilities measured at fair value on a recurring basis (dollars in thousands):


	Carrying Value at		Valuation	Unobservable	Range as of (1)
	September 30, 2018		Technique	Input	September 30, 2018	December 31, 2017
Loans held-for-sale, fair value option	$	913,505	Discounted cash flow	Yield (b)	4.7% - 6.0%	4.3% - 6.0%
				Duration (c)	2.2 - 11.5 years	1.8 - 12.1 years
RMBS		227,867	Discounted cash flow	Constant prepayment rate (a)	3.1% - 21.8%	2.5% - 21.4%
				Constant default rate (b)	1.0% - 5.5%	0.9% - 5.8%
				Loss severity (b)	0% - 79% (e)	14% - 75% (e)
				Delinquency rate (c)	4% - 32%	4% - 33%
				Servicer advances (a)	23% - 82%	20% - 83%
				Annual coupon deterioration (b)	0% - 1.3%	0% - 0.8%
				Putback amount per projected total collateral loss (d)	0% - 7%	0% - 7%
CMBS		45,815	Discounted cash flow	Yield (b)	0% - 207.5%	0% - 168.5%
				Duration (c)	0 - 9.7 years	0 - 9.7 years
Domestic servicing rights		21,768	Discounted cash flow	Debt yield (a)	7.75%	7.75%
				Discount rate (b)	15%	15%
				Control migration (b)	0% - 80%	0% - 80%
VIE assets		48,034,610	Discounted cash flow	Yield (b)	0% - 951.3%	0% - 826.6%
				Duration (c)	0 - 14.0 years	0 - 14.0 years
VIE liabilities		(1,793,205)	Discounted cash flow	Yield (b)	0% - 951.3%	0% - 826.6%
				Duration (c)	0 - 14.0 years	0 - 14.0 years

(1)

The ranges of significant unobservable inputs are represented in percentages and years.

Sensitivity of the Fair Value to Changes in the Unobservable Inputs

(a)

Significant increase (decrease) in the unobservable input in isolation would result in a significantly higher (lower) fair value measurement.

(b)

Significant increase (decrease) in the unobservable input in isolation would result in a significantly lower (higher) fair value measurement.

(c)

Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (higher or lower) fair value measurement depending on the structural features of the security in question.

(d)

Any delay in the putback recovery date leads to a decrease in fair value for the majority of securities in our RMBS portfolio.

(e)

58% and 81% of the portfolio falls within a range of 45%-80% as of September 30, 2018 and December 31, 2017, respectively.

20. Income Taxes

Certain of our subsidiaries have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs permit us to participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria, are conducted within the parameters of certain limitations established by the Code, and are conducted in entities which elect to be treated as taxable subsidiaries under the Code. To the extent these criteria are met, we will continue to maintain our qualification as a REIT.

Our TRSs engage in various real estate related operations, including special servicing of commercial real estate, originating and securitizing commercial mortgage loans, and investing in entities which engage in real estate related operations. As of September 30, 2018 and December 31, 2017, approximately $2.4 billion and $673.1 million, respectively, of assets, including $29.3 million and $24.1 million in cash, respectively, were owned by TRS entities. Our TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as corporations. For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by us with respect to our interest in TRSs.

Table of Contents

The following table is a reconciliation of our U.S. federal income tax determined using our statutory federal tax rate to our reported income tax provision for the three and nine months ended September 30, 2018 and 2017 (dollars in thousands):


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2018				2017				2018				2017
Federal statutory tax rate	$	20,509	21.0	%	$	35,915	35.0	%	$	68,406	21.0	%	$	118,010	35.0	%
REIT and other non-taxable income		(13,628)	(13.9)	%		(26,242)	(25.5)	%		(57,128)	(17.6)	%		(99,668)	(29.6)	%
State income taxes		1,803	1.8	%		200	0.2	%		2,954	0.9	%		81	—	%
Federal benefit of state tax deduction		(378)	(0.4)	%		(70)	(0.1)	%		(620)	(0.2)	%		(28)	—	%
Other		(25)	—	%		13	—	%		868	0.3	%		(110)	—	%
Effective tax rate	$	8,281	8.5	%	$	9,816	9.6	%	$	14,480	4.4	%	$	18,285	5.4	%

21. Commitments and Contingencie s

As of September 30, 2018, our Commercial and Residential Lending Segment had future commercial loan funding commitments totaling $1.8 billion, of which we expect to fund $1.6 billion. These future funding commitments primarily relate to construction projects, capital improvements, tenant improvements and leasing commissions. Additionally, as of September 30, 2018, our Commercial and Residential Lending Segment had outstanding residential mortgage loan purchase commitments of $25.0 million under an agreement to purchase up to $600.0 million of residential mortgage loans that meet our investment criteria from a third party residential mortgage originator.

As of September 30, 2018, our Infrastructure Lending Segment had future infrastructure loan funding commitments totaling $454.4 million, including $254.9 million under revolvers and LCs, and $199.5 million under delayed draw term loans. As of September 30, 2018, $34.5 million of revolvers and LCs were outstanding.

In connection with the Infrastructure Lending Segment acquisition, we assumed guarantees of certain borrowers’ performance under existing interest rate swaps. As of September 30, 2018, we had 13 outstanding guarantees on interest rate swaps maturing between March 2019 and June 2045. Refer to Note 12 for further discussion.

Generally, funding commitments are subject to certain conditions that must be met, such as customary construction draw certifications, minimum debt service coverage ratios or executions of new leases before advances are made to the borrower.

Management is not aware of any other contractual obligations, legal proceedings, or any other contingent obligations incurred in the normal course of business that would have a material adverse effect on our condensed consolidated financial statements.

22. Segment Dat a

In its operation of the business, management, including our chief operating decision maker, who is our Chief Executive Officer, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis prior to the impact of consolidating securitization VIEs under ASC 810. The segment information within this note is reported on that basis.

Effective September 30, 2018, we refer to our former Lending Segment as the Commercial and Residential Lending Segment. We also established a new business segment, the Infrastructure Lending Segment, which we acquired on September 19, 2018. Refer to Note 3 for further discussion of the Infrastructure Lending Segment acquisition.

Table of Contents

The table below presents our results of operations for the three months ended September 30, 2018 by business segment (amounts in thousands):


	Commercial and
	Residential		Infrastructure				Investing
	Lending		Lending		Property		and Servicing						Securitization
	Segment		Segment		Segment		Segment		Corporate		Subtotal		VIEs		Total
Revenues:
Interest income from loans	$	147,913	$	3,053	$	—	$	3,535	$	—	$	154,501	$	—	$	154,501
Interest income from investment securities		10,320		107		—		34,477		—		44,904		(33,396)		11,508
Servicing fees		98		—		—		34,100		—		34,198		(6,374)		27,824
Rental income		—		—		76,067		15,065		—		91,132		—		91,132
Other revenues		265		44		169		229		89		796		(42)		754
Total revenues		158,596		3,204		76,236		87,406		89		325,531		(39,812)		285,719
Costs and expenses:
Management fees		453		—		—		18		25,937		26,408		111		26,519
Interest expense		43,322		2,258		19,483		7,396		30,475		102,934		(276)		102,658
General and administrative		7,016		537		1,680		19,131		2,753		31,117		86		31,203
Acquisition and investment pursuit costs		341		6,725		—		(539)		—		6,527		—		6,527
Costs of rental operations		—		—		23,052		7,139		—		30,191		—		30,191
Depreciation and amortization		17		—		28,448		5,828		—		34,293		—		34,293
Loan loss allowance, net		929		—		—		—		—		929		—		929
Other expense		76		—		—		—		—		76		—		76
Total costs and expenses		52,154		9,520		72,663		38,973		59,165		232,475		(79)		232,396
Income (loss) before other income (loss), income taxes and non-controlling interests		106,442		(6,316)		3,573		48,433		(59,076)		93,056		(39,733)		53,323
Other income (loss):
Change in net assets related to consolidated VIEs		—		—		—		—		—		—		33,289		33,289
Change in fair value of servicing rights		—		—		—		(1,994)		—		(1,994)		1,020		(974)
Change in fair value of investment securities, net		238		—		—		(4,966)		—		(4,728)		5,029		301
Change in fair value of mortgage loans held-for-sale, net		1,343		—		—		2,597		—		3,940		—		3,940
Earnings (loss) from unconsolidated entities		514		—		1,988		(134)		—		2,368		257		2,625
Gain on sale of investments and other assets, net		47		—		—		1,415		—		1,462		—		1,462
Gain (loss) on derivative financial instruments, net		7,278		455		5,895		3,076		(4,969)		11,735		—		11,735
Foreign currency loss, net		(3,546)		(531)		(1)		—		—		(4,078)		—		(4,078)
Loss on extinguishment of debt		(730)		—		—		—		(1,810)		(2,540)		—		(2,540)
Other income (loss), net		(1)		—		2		(1,422)		—		(1,421)		—		(1,421)
Total other income (loss)		5,143		(76)		7,884		(1,428)		(6,779)		4,744		39,595		44,339
Income (loss) before income taxes		111,585		(6,392)		11,457		47,005		(65,855)		97,800		(138)		97,662
Income tax provision		(314)		—		(125)		(7,842)		—		(8,281)		—		(8,281)
Net income (loss)		111,271		(6,392)		11,332		39,163		(65,855)		89,519		(138)		89,381
Net (income) loss attributable to non-controlling interests		(365)		—		(4,769)		151		—		(4,983)		138		(4,845)
Net income (loss) attributable to Starwood Property Trust, Inc .	$	110,906	$	(6,392)	$	6,563	$	39,314	$	(65,855)	$	84,536	$	—	$	84,536

Table of Contents

The table below presents our results of operations for the three months ended September 30, 2017 by business segment (amounts in thousands):


	Commercial and
	Residential				Investing
	Lending		Property		and Servicing						Securitization
	Segment		Segment		Segment		Corporate		Subtotal		VIEs		Total
Revenues:
Interest income from loans	$	134,149	$	—	$	4,450	$	—	$	138,599	$	—	$	138,599
Interest income from investment securities		11,540		—		31,740		—		43,280		(30,829)		12,451
Servicing fees		142		—		23,093		—		23,235		(8,393)		14,842
Rental income		—		47,663		12,490		—		60,153		—		60,153
Other revenues		181		164		441		—		786		(64)		722
Total revenues		146,012		47,827		72,214		—		266,053		(39,286)		226,767
Costs and expenses:
Management fees		482		—		18		30,370		30,870		110		30,980
Interest expense		27,929		11,360		5,710		31,709		76,708		(277)		76,431
General and administrative		5,302		1,090		24,167		2,251		32,810		82		32,892
Acquisition and investment pursuit costs		807		245		(28)		—		1,024		—		1,024
Costs of rental operations		—		18,660		5,139		—		23,799		—		23,799
Depreciation and amortization		17		17,852		5,002		—		22,871		—		22,871
Loan loss allowance, net		(171)		—		—		—		(171)		—		(171)
Other expense		72		97		207		—		376		—		376
Total costs and expenses		34,438		49,304		40,215		64,330		188,287		(85)		188,202
Income (loss) before other income (loss), income taxes and non-controlling interests		111,574		(1,477)		31,999		(64,330)		77,766		(39,201)		38,565
Other income (loss):
Change in net assets related to consolidated VIEs		—		—		—		—		—		56,177		56,177
Change in fair value of servicing rights		—		—		(5,652)		—		(5,652)		785		(4,867)
Change in fair value of investment securities, net		276		—		13,962		—		14,238		(14,635)		(397)
Change in fair value of mortgage loans held-for-sale, net		(397)		—		19,882		—		19,485		—		19,485
Earnings (loss) from unconsolidated entities		848		(33,731)		30,225		—		(2,658)		(2,031)		(4,689)
Gain on sale of investments and other assets, net		—		—		11,877		—		11,877		—		11,877
Loss on derivative financial instruments, net		(10,813)		(11,276)		(2,135)		—		(24,224)		—		(24,224)
Foreign currency gain (loss), net		10,657		(1)		4		—		10,660		—		10,660
Other income, net		—		—		28		—		28		—		28
Total other income (loss)		571		(45,008)		68,191		—		23,754		40,296		64,050
Income (loss) before income taxes		112,145		(46,485)		100,190		(64,330)		101,520		1,095		102,615
Income tax benefit (provision )		11		—		(9,827)		—		(9,816)		—		(9,816)
Net income (loss)		112,156		(46,485)		90,363		(64,330)		91,704		1,095		92,799
Net income attributable to non-controlling interests		(357)		—		(2,919)		—		(3,276)		(1,095)		(4,371)
Net income (loss) attributable to Starwood Property Trust, Inc .	$	111,799	$	(46,485)	$	87,444	$	(64,330)	$	88,428	$	—	$	88,428

Table of Contents

The table below presents our results of operations for the nine months ended September 30, 2018 by business segment (amounts in thousands):


	Commercial and
	Residential		Infrastructure				Investing
	Lending		Lending		Property		and Servicing						Securitization
	Segment		Segment		Segment		Segment		Corporate		Subtotal		VIEs		Total
Revenues:
Interest income from loans	$	431,153	$	3,053	$	—	$	9,619	$	—	$	443,825	$	—	$	443,825
Interest income from investment securities		33,689		107		—		99,348		—		133,144		(95,577)		37,567
Servicing fees		313		—		—		92,221		—		92,534		(21,328)		71,206
Rental income		—		—		217,178		43,955		—		261,133		—		261,133
Other revenues		683		44		351		973		227		2,278		(147)		2,131
Total revenues		465,838		3,204		217,529		246,116		227		932,914		(117,052)		815,862
Costs and expenses:
Management fees		1,396		—		—		54		82,895		84,345		310		84,655
Interest expense		110,169		2,258		55,397		18,298		96,132		282,254		(821)		281,433
General and administrative		19,962		537		5,510		64,006		8,602		98,617		256		98,873
Acquisition and investment pursuit costs		2,253		6,725		(46)		(467)		—		8,465		—		8,465
Costs of rental operations		—		—		72,531		20,250		—		92,781		—		92,781
Depreciation and amortization		50		—		86,655		16,482		—		103,187		—		103,187
Loan loss allowance, net		27,726		—		—		—		—		27,726		—		27,726
Other expense		230		—		—		447		—		677		—		677
Total costs and expenses		161,786		9,520		220,047		119,070		187,629		698,052		(255)		697,797
Income (loss) before other income (loss), income taxes and non-controlling interests		304,052		(6,316)		(2,518)		127,046		(187,402)		234,862		(116,797)		118,065
Other income (loss):
Change in net assets related to consolidated VIEs		—		—		—		—		—		—		129,888		129,888
Change in fair value of servicing rights		—		—		—		(14,417)		—		(14,417)		5,426		(8,991)
Change in fair value of investment securities, net		16		—		—		24,123		—		24,139		(16,285)		7,854
Change in fair value of mortgage loans held-for-sale, net		(165)		—		—		26,738		—		26,573		—		26,573
Earnings from unconsolidated entities		3,761		—		1,406		2,916		—		8,083		(1,450)		6,633
Gain on sale of investments and other assets, net		461		—		6,883		18,215		—		25,559		—		25,559
Gain (loss) on derivative financial instruments, net		15,927		455		27,734		7,720		(24,338)		27,498		—		27,498
Foreign currency loss, net		(3,260)		(531)		—		(2)		—		(3,793)		—		(3,793)
Loss on extinguishment of debt		(730)		—		—		(186)		(1,810)		(2,726)		—		(2,726)
Other income (loss), net		42		—		508		(1,365)		—		(815)		—		(815)
Total other income (loss)		16,052		(76)		36,531		63,742		(26,148)		90,101		117,579		207,680
Income (loss) before income taxes		320,104		(6,392)		34,013		190,788		(213,550)		324,963		782		325,745
Income tax provision		(2,981)		—		(1,997)		(9,502)		—		(14,480)		—		(14,480)
Net income (loss)		317,123		(6,392)		32,016		181,286		(213,550)		310,483		782		311,265
Net income attributable to non-controlling interests		(1,087)		—		(11,906)		(3,792)		—		(16,785)		(782)		(17,567)
Net income (loss) attributable to Starwood Property Trust, Inc .	$	316,036	$	(6,392)	$	20,110	$	177,494	$	(213,550)	$	293,698	$	—	$	293,698

Table of Contents

The table below presents our results of operations for the nine months ended September 30, 2017 by business segment (amounts in thousands):


	Commercial and
	Residential				Investing
	Lending		Property		and Servicing						Securitization
	Segment		Segment		Segment		Corporate		Subtotal		VIEs		Total
Revenues:
Interest income from loans	$	360,188	$	—	$	10,906	$	—	$	371,094	$	—	$	371,094
Interest income from investment securities		35,870		—		104,768		—		140,638		(100,593)		40,045
Servicing fees		568		—		86,837		—		87,405		(39,833)		47,572
Rental income		—		138,795		37,366		—		176,161		—		176,161
Other revenues		553		430		1,450		—		2,433		(249)		2,184
Total revenues		397,179		139,225		241,327		—		777,731		(140,675)		637,056
Costs and expenses:
Management fees		1,405		—		54		78,328		79,787		210		79,997
Interest expense		72,372		32,466		14,924		94,667		214,429		(821)		213,608
General and administrative		14,872		3,471		69,536		7,719		95,598		243		95,841
Acquisition and investment pursuit costs		1,707		516		9		—		2,232		—		2,232
Costs of rental operations		—		51,843		15,858		—		67,701		—		67,701
Depreciation and amortization		50		52,288		14,793		—		67,131		—		67,131
Loan loss allowance, net		(3,170)		—		—		—		(3,170)		—		(3,170)
Other expense		72		63		1,141		—		1,276		—		1,276
Total costs and expenses		87,308		140,647		116,315		180,714		524,984		(368)		524,616
Income (loss) before other income (loss), income taxes and non-controlling interests		309,871		(1,422)		125,012		(180,714)		252,747		(140,307)		112,440
Other income (loss):
Change in net assets related to consolidated VIEs		—		—		—		—		—		203,108		203,108
Change in fair value of servicing rights		—		—		(28,956)		—		(28,956)		7,655		(21,301)
Change in fair value of investment securities, net		299		—		45,263		—		45,562		(49,623)		(4,061)
Change in fair value of mortgage loans held-for-sale, net		(549)		—		46,033		—		45,484		—		45,484
Earnings (loss) from unconsolidated entities		2,548		(28,782)		67,134		—		40,900		(13,137)		27,763
(Loss) gain on sale of investments and other assets, net		(59)		77		16,986		—		17,004		—		17,004
Loss on derivative financial instruments, net		(30,274)		(32,268)		(3,617)		—		(66,159)		—		(66,159)
Foreign currency gain, net		28,402		16		16		—		28,434		—		28,434
OTTI		(109)		—		—		—		(109)		—		(109)
Loss on extinguishment of debt		—		—		—		(5,916)		(5,916)		—		(5,916)
Other income, net		—		—		1,097		—		1,097		(613)		484
Total other income (loss)		258		(60,957)		143,956		(5,916)		77,341		147,390		224,731
Income (loss) before income taxes		310,129		(62,379)		268,968		(186,630)		330,088		7,083		337,171
Income tax provision		(331)		—		(17,954)		—		(18,285)		—		(18,285)
Net income (loss)		309,798		(62,379)		251,014		(186,630)		311,803		7,083		318,886
Net income attributable to non-controlling interests		(1,064)		—		(2,573)		—		(3,637)		(7,083)		(10,720)
Net income (loss) attributable to Starwood Property Trust, Inc .	$	308,734	$	(62,379)	$	248,441	$	(186,630)	$	308,166	$	—	$	308,166

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The table below presents our condensed consolidated balance sheet as of September 30, 2018 by business segment (amounts in thousands):


	Commercial and
	Residential		Infrastructure				Investing
	Lending		Lending		Property		and Servicing						Securitization
	Segment		Segment		Segment		Segment		Corporate		Subtotal		VIEs		Total
Assets:
Cash and cash equivalents	$	15,217	$	8	$	23,496	$	44,771	$	180,946	$	264,438	$	1,319	$	265,757
Restricted cash		34,325		28,222		18,239		14,508		28,970		124,264		—		124,264
Loans held-for-investment, net		7,004,938		1,492,276		—		3,460		—		8,500,674		—		8,500,674
Loans held-for-sale		719,781		320,270		—		286,786		—		1,326,837		—		1,326,837
Loans transferred as secured borrowings		74,281		—		—		—		—		74,281		—		74,281
Investment securities		718,262		65,060		—		1,027,554		—		1,810,876		(1,047,426)		763,450
Properties, net		—		—		2,620,220		268,517		—		2,888,737		—		2,888,737
Properties held-for-sale		—		—		31,928		20,374		—		52,302		—		52,302
Intangible assets		—		—		96,348		80,420		—		176,768		(22,820)		153,948
Investment in unconsolidated entities		34,334		—		112,110		43,804		—		190,248		(21,460)		168,788
Goodwill		—		115,988		—		140,437		—		256,425		—		256,425
Derivative assets		15,232		481		41,461		2,633		—		59,807		—		59,807
Accrued interest receivable		42,080		6,356		269		1,090		3,243		53,038		(127)		52,911
Other assets		38,604		8,398		99,412		49,882		2,399		198,695		(7)		198,688
VIE assets, at fair value		—		—		—		—		—		—		48,034,610		48,034,610
Total Assets	$	8,697,054	$	2,037,059	$	3,043,483	$	1,984,236	$	215,558	$	15,977,390	$	46,944,089	$	62,921,479
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	23,681	$	10,889	$	71,253	$	80,353	$	28,600	$	214,776	$	126	$	214,902
Related-party payable		—		—		—		74		25,212		25,286		—		25,286
Dividends payable		—		—		—		—		132,549		132,549		—		132,549
Derivative liabilities		3,015		381		2,276		251		29,463		35,386		—		35,386
Secured financing agreements, net		4,117,051		1,507,073		1,929,596		759,012		297,655		8,610,387		(23,700)		8,586,687
Unsecured senior notes, net		—		—		—		—		2,024,570		2,024,570		—		2,024,570
Secured borrowings on transferred loans, net		74,148		—		—		—		—		74,148		—		74,148
VIE liabilities, at fair value		—		—		—		—		—		—		46,945,674		46,945,674
Total Liabilities		4,217,895		1,518,343		2,003,125		839,690		2,538,049		11,117,102		46,922,100		58,039,202
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock		—		—		—		—		2,793		2,793		—		2,793
Additional paid-in capital		1,481,943		525,108		809,734		270,045		1,876,231		4,963,061		—		4,963,061
Treasury stock		—		—		—		—		(104,194)		(104,194)		—		(104,194)
Accumulated other comprehensive income (loss)		60,811		—		7,171		(62)		—		67,920		—		67,920
Retained earnings (accumulated deficit)		2,926,015		(6,392)		5,775		863,580		(4,097,321)		(308,343)		—		(308,343)
Total Starwood Property Trust, Inc. Stockholders’ Equity		4,468,769		518,716		822,680		1,133,563		(2,322,491)		4,621,237		—		4,621,237
Non-controlling interests in consolidated subsidiaries		10,390		—		217,678		10,983		—		239,051		21,989		261,040
Total Equity		4,479,159		518,716		1,040,358		1,144,546		(2,322,491)		4,860,288		21,989		4,882,277
Total Liabilities and Equity	$	8,697,054	$	2,037,059	$	3,043,483	$	1,984,236	$	215,558	$	15,977,390	$	46,944,089	$	62,921,479

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The table below presents our condensed consolidated balance sheet as of December 31, 2017 by business segment (amounts in thousands):


	Commercial and
	Residential				Investing
	Lending		Property		and Servicing						Securitization
	Segment		Segment		Segment		Corporate		Subtotal		VIEs		Total
Assets:
Cash and cash equivalents	$	14,580	$	10,388	$	39,446	$	299,308	$	363,722	$	5,726	$	369,448
Restricted cash		21,555		12,491		10,289		4,490		48,825		—		48,825
Loans held-for-investment, net		6,558,699		—		3,796		—		6,562,495		—		6,562,495
Loans held-for-sale		613,287		—		132,456		—		745,743		—		745,743
Loans transferred as secured borrowings		74,403		—		—		—		74,403		—		74,403
Investment securities		694,012		—		1,024,143		—		1,718,155		(999,952)		718,203
Properties, net		—		2,364,806		282,675		—		2,647,481		—		2,647,481
Intangible assets		—		116,081		95,257		—		211,338		(28,246)		183,092
Investment in unconsolidated entities		45,028		110,704		50,759		—		206,491		(20,988)		185,503
Goodwill		—		—		140,437		—		140,437		—		140,437
Derivative assets		6,487		26,775		636		—		33,898		—		33,898
Accrued interest receivable		46,650		68		243		786		47,747		—		47,747
Other assets		5,648		71,929		59,676		3,755		141,008		(2,868)		138,140
VIE assets, at fair value		—		—		—		—		—		51,045,874		51,045,874
Total Assets	$	8,080,349	$	2,713,242	$	1,839,813	$	308,339	$	12,941,743	$	49,999,546	$	62,941,289
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	23,054	$	62,890	$	74,426	$	23,536	$	183,906	$	1,211	$	185,117
Related-party payable		20		—		31		42,318		42,369		—		42,369
Dividends payable		—		—		—		125,916		125,916		—		125,916
Derivative liabilities		20,386		13,063		85		2,666		36,200		—		36,200
Secured financing agreements, net		3,466,487		1,621,885		411,526		296,858		5,796,756		(23,700)		5,773,056
Unsecured senior notes, net		—		—		—		2,125,235		2,125,235		—		2,125,235
Secured borrowings on transferred loans		74,185		—		—		—		74,185		—		74,185
VIE liabilities, at fair value		—		—		—		—		—		50,000,010		50,000,010
Total Liabilities		3,584,132		1,697,838		486,068		2,616,529		8,384,567		49,977,521		58,362,088
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock		—		—		—		2,660		2,660		—		2,660
Additional paid-in capital		1,818,559		957,329		659,062		1,280,296		4,715,246		—		4,715,246
Treasury stock		—		—		—		(92,104)		(92,104)		—		(92,104)
Accumulated other comprehensive income (loss)		57,914		12,076		(66)		—		69,924		—		69,924
Retained earnings (accumulated deficit)		2,609,050		(14,335)		687,015		(3,499,042)		(217,312)		—		(217,312)
Total Starwood Property Trust, Inc. Stockholders’ Equity		4,485,523		955,070		1,346,011		(2,308,190)		4,478,414		—		4,478,414
Non-controlling interests in consolidated subsidiaries		10,694		60,334		7,734		—		78,762		22,025		100,787
Total Equity		4,496,217		1,015,404		1,353,745		(2,308,190)		4,557,176		22,025		4,579,201
Total Liabilities and Equity	$	8,080,349	$	2,713,242	$	1,839,813	$	308,339	$	12,941,743	$	49,999,546	$	62,941,289

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23. Subsequent Events

Our significant events subsequent to September 30, 2018 were as follows:

Infrastructure Lending Segment

On October 3, 2018, we paid down $62.5 million of the outstanding balance on the Infrastructure Lending Facility. Refer to Note 9 for further discussion.

On October 15, 2018, we acquired two additional senior secured project finance loans from GE Capital in connection with the Infrastructure Lending Segment acquisition for a gross purchase price of $147.1 million and utilized $120.4 million of available financing from the Infrastructure Lending Facility to fund the acquisition.

2019 Convertible Notes

Subsequent to September 30, 2018, an additional $27.9 million of 2019 Note redemptions were settled through the issuance of 1.2 million shares and cash payments totaling $4.7 million. Refer to Note 10 for further discussion.

Dividend Declaration

On November 9, 2018, our board of directors declared a dividend of $0.48 per share for the fourth quarter of 2018, which is payable on January 15, 2019 to common stockholders of record as of December 31, 2018.

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Item 2. Management’s Discussion and Analysi s of Financial Condition and Results of Operations

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the information included elsewhere in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (our “Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ significantly from the results discussed in the forward-looking statements. See “Special Note Regarding Forward-Looking Statements” at the beginning of this Quarterly Report on Form 10-Q.

Overview

We have four reportable business segments as of September 30, 2018:

Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.

Our segments exclude the consolidation of securitization variable interest entities (“VIEs”).

Refer to Note 1 of our condensed consolidated financial statements included herein (the “Condensed Consolidated Financial Statements”) for further discussion of our business and organization.

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Developments During the Third Quarter of 2018

Infrastructure Lending Segment Acquisition

Other Developments

The Commercial and Residential Lending Segment originated or acquired $1.1 billion of commercial loans and CMBS during the quarter, including the following:

$385.0 million mezzanine loan on a 2,900-room resort in Nassau, Bahamas, which we fully funded at acquisition and subsequently sold a $142.5 million subordinate interest through a single-asset securitization.

$239.3 million first mortgage and mezzanine loan for the acquisition of a nine-property office portfolio located in Manhattan’s Upper West Side, which we fully funded.

$157.0 million first mortgage and mezzanine loan for the refinancing of a loan originated by the Company in 2013 on an 18-property media campus located in Burbank, California, of which we funded $127.0 million.

$130.0 million first mortgage loan for the acquisition of a 362-room resort located in St. Petersburg, Florida, of which we funded $125.0 million.

Funded $155.7 million of previously originated loan commitments.

Received gross proceeds of $393.3 million (net proceeds of $256.8 million) from maturities and principal repayments on loans held-for-investment, single-borrower CMBS and preferred equity interests.

Received proceeds of $321.3 million from single-asset securitizations of commercial loans, net of retained interests.

Received proceeds of $389.0 million, including retained RMBS of $45.1 million, from the securitization of $374.1 million residential mortgage loans.

Acquired the final property of the 27 affordable housing communities comprising our Woodstar II Portfolio for $33.4 million, including contingent consideration of $2.5 million. Refer to the “Developments During the Nine Months Ended September 30, 2018” section below for further discussion.

Originated commercial conduit loans of $356.5 million. Separately, received proceeds of $372.3 million from sales of previously originated commercial conduit loans.

Obtained 11 new special servicing assignments for CMBS trusts with a total unpaid principal balance of $5.5 billion.

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Sold commercial real estate for total gross proceeds of $8.7 million and recognized net gains of $1.4 million.

Settled $235.5 million of redemption notices received on our 4.00% Convertible Senior Notes due 2019 (the “2019 Notes”) through the issuance of 11.2 million shares and cash payments of $20.8 million, recognizing a loss on extinguishment of debt of $1.8 million.

Developments During the Nine Months Ended September 30, 2018

Infrastructure Lending Segment Acquisition

On September 19, 2018, we acquired the project finance debt business of GE Capital for approximately $2.0 billion. Refer to the “Developments During the Third Quarter of 2018” section above for further discussion.

Woodstar II Portfolio Acquisition

During the nine months ended September 30, 2018, we acquired the final 19 properties of the 27 affordable housing communities comprising our “Woodstar II Portfolio”. These properties comprise 4,369 units and were acquired for $438.1 million, including contingent consideration of $29.2 million. Government sponsored mortgage debt of $27.0 million with weighted average fixed annual interest rates of 3.06% and remaining weighted average terms of 27.5 years were assumed at closing. We financed these acquisitions utilizing new 10-year mortgage debt totaling $300.9 million with weighted average fixed annual interest rates of 3.82%. The Woodstar II Portfolio is comprised of 6,109 units concentrated primarily in Central and South Florida and is 99% occupied.

Other Developments

The Commercial and Residential Lending Segment originated or acquired $4.3 billion of commercial loans during the period, including the following:

$375.0 million first mortgage and mezzanine loan on a 10-property hotel portfolio located in California, Colorado, and Florida, of which we funded $375.0 million, sold the most subordinated $50.0 million position in the mezzanine loan and securitized the $225.0 million first mortgage, of which we retained $46.2 million.

$277.0 million first mortgage and mezzanine loan for the development of a 66-story condominium tower located in Queens, New York, of which we funded $55.0 million.

$239.3 million first mortgage and mezzanine loan for the acquisition of a nine-property office portfolio located in Manhattan’s Upper West Side, which we fully funded.

$214.0 million first mortgage and mezzanine loan for the acquisition of a 1.2 million square foot Class A office tower located in Houston, Texas, of which we funded $117.5 million.

$213.7 million first mortgage bridge loan on a downtown Los Angeles department store to be converted into a mixed-use property, of which we funded $175.6 million.

Funded $404.5 million of previously originated loan commitments.

Received gross proceeds of $2.6 billion (net proceeds of $1.5 billion) from maturities and principal repayments on loans held-for-investment, single-borrower CMBS and preferred equity interests.

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Received proceeds of $516.1 million from single-asset securitizations of commercial loans, net of retained interests.

Received proceeds of $15.1 million from a profit participation associated with a previously repaid loan, which was recognized as interest income.

Received proceeds of $389.0 million, including retained RMBS of $45.1 million, from the securitization of $374.1 million residential mortgage loans.

Originated or acquired commercial conduit loans of $981.9 million. Separately, received proceeds of $854.1 million from sales of previously originated commercial conduit loans.

Obtained 27 new special servicing assignments for CMBS trusts with a total unpaid principal balance of $16.2 billion, four of which are in the process of being transitioned to us.

Acquired CMBS for a purchase price of $90.4 million, net of non-controlling interests.

Acquired commercial real estate from CMBS trusts for a gross purchase price of $53.1 million.

Sold commercial real estate for total gross proceeds of $104.3 million and recognized net gains of $25.1 million.

Issued $500.0 million of 3.625% Senior Notes due 2021 (the “2021 February Notes”).

Repurchased 573,255 shares of common stock for a total cost of $12.1 million.

Subsequent Events

Refer to Note 23 to the Condensed Consolidated Financial Statements for disclosure regarding significant transactions that occurred subsequent to September 30, 2018.

Results of Operations

The discussion below is based on accounting principles generally accepted in the United States of America (“GAAP”) and therefore reflects the elimination of certain key financial statement line items related to the consolidation of securitization variable interest entities (“VIEs”), particularly within revenues and other income, as discussed in Note 2 to the Condensed Consolidated Financial Statements. For a discussion of our results of operations excluding the impact of Accounting Standards Codification (“ASC”) Topic 810 as it relates to the consolidation of securitization VIEs, refer to the Non-GAAP Financial Measures section herein.

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The following table compares our summarized results of operations for the three and nine months ended September 30, 2018 and 2017 by business segment (amounts in thousands):


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2018		2017		$ Change		2018		2017		$ Change
Revenues:
Commercial and Residential Lending Segment	$	158,596	$	146,012	$	12,584	$	465,838	$	397,179	$	68,659
Infrastructure Lending Segment		3,204		—		3,204		3,204		—		3,204
Property Segment		76,236		47,827		28,409		217,529		139,225		78,304
Investing and Servicing Segment		87,406		72,214		15,192		246,116		241,327		4,789
Corporate		89		—		89		227		—		227
Securitization VIEs		(39,812)		(39,286)		(526)		(117,052)		(140,675)		23,623
		285,719		226,767		58,952		815,862		637,056		178,806
Costs and expenses:
Commercial and Residential Lending Segment		52,154		34,438		17,716		161,786		87,308		74,478
Infrastructure Lending Segment		9,520		—		9,520		9,520		—		9,520
Property Segment		72,663		49,304		23,359		220,047		140,647		79,400
Investing and Servicing Segment		38,973		40,215		(1,242)		119,070		116,315		2,755
Corporate		59,165		64,330		(5,165)		187,629		180,714		6,915
Securitization VIEs		(79)		(85)		6		(255)		(368)		113
		232,396		188,202		44,194		697,797		524,616		173,181
Other income (loss):
Commercial and Residential Lending Segment		5,143		571		4,572		16,052		258		15,794
Infrastructure Lending Segment		(76)		—		(76)		(76)		—		(76)
Property Segment		7,884		(45,008)		52,892		36,531		(60,957)		97,488
Investing and Servicing Segment		(1,428)		68,191		(69,619)		63,742		143,956		(80,214)
Corporate		(6,779)		—		(6,779)		(26,148)		(5,916)		(20,232)
Securitization VIEs		39,595		40,296		(701)		117,579		147,390		(29,811)
		44,339		64,050		(19,711)		207,680		224,731		(17,051)
Income (loss) before income taxes:
Commercial and Residential Lending Segment		111,585		112,145		(560)		320,104		310,129		9,975
Infrastructure Lending Segment		(6,392)		—		(6,392)		(6,392)		—		(6,392)
Property Segment		11,457		(46,485)		57,942		34,013		(62,379)		96,392
Investing and Servicing Segment		47,005		100,190		(53,185)		190,788		268,968		(78,180)
Corporate		(65,855)		(64,330)		(1,525)		(213,550)		(186,630)		(26,920)
Securitization VIEs		(138)		1,095		(1,233)		782		7,083		(6,301)
		97,662		102,615		(4,953)		325,745		337,171		(11,426)
Income tax provision		(8,281)		(9,816)		1,535		(14,480)		(18,285)		3,805
Net income attributable to non-controlling interests		(4,845)		(4,371)		(474)		(17,567)		(10,720)		(6,847)
Net income attributable to Starwood Property Trust, Inc .	$	84,536	$	88,428	$	(3,892)	$	293,698	$	308,166	$	(14,468)

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Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

Commercial and Residential Lending Segment and VIEs

Revenues

For the three months ended September 30, 2018, revenues of our Commercial and Residential Lending Segment increased $11.9 million to $157.9 million after consolidated VIE eliminations of $0.7 million, compared to $146.0 million for the three months ended September 30, 2017. This increase was primarily due to a $13.8 million increase in interest income from loans principally due to (i) increased LIBOR rates and (ii) higher average balances of both commercial loans and residential loans held-for-sale, partially offset by (iii) lower levels of prepayment related income and (iv) the compression of interest rate spreads in credit markets. The increase in interest income from loans was partially offset by a $1.9 million decrease in interest income from investment securities due to lower average investment balances.

Costs and Expenses

For the three months ended September 30, 2018, costs and expenses of our Commercial and Residential Lending Segment increased $17.7 million to $52.1 million, compared to $34.4 million for the three months ended September 30, 2017. This increase was primarily due to a $15.4 million increase in interest expense associated with the various secured financing facilities used to fund a portion of our investment portfolio.

Net Interest Income (amounts in thousands)


	For the Three Months Ended
	September 30,
	2018		2017		Change
Interest income from loans	$	147,913	$	134,149	$	13,764
Interest income from investment securities, net of consolidated VIE eliminations		9,630		11,540		(1,910)
Interest expense		(43,322)		(27,929)		(15,393)
Net interest income	$	114,221	$	117,760	$	(3,539)

For the three months ended September 30, 2018, net interest income of our Commercial and Residential Lending Segment decreased $3.5 million to $114.2 million, compared to $117.7 million for the three months ended September 30, 2017. This decrease reflects the net increase in interest income explained in the Revenues discussion above, which was more than offset by the increase in interest expense on our secured financing facilities primarily due to increased utilization of our available borrowing capacity and lower prepayment related income.

During the three months ended September 30, 2018 and 2017, the weighted average unlevered yields on the Commercial and Residential Lending Segment’s loans and investment securities were 7.3% and 7.4%, respectively. The decrease in the weighted average unlevered yield is primarily due to lower levels of prepayment related income and the compression of interest rate spreads in credit markets, partially offset by increases in LIBOR.

During the three months ended September 30, 2018 and 2017, the Commercial and Residential Lending Segment’s weighted average secured borrowing rates, inclusive of interest rate hedging costs and the amortization of deferred financing fees, were 4.4% and 3.9%, respectively, and 4.3% and 3.9%, respectively, excluding the impact of bridge financing. The increases in borrowing rates primarily reflect increases in LIBOR, partially offset by the compression of interest rate spreads in credit markets.

Other Income

For the three months ended September 30, 2018, other income of our Commercial and Residential Lending Segment increased $5.2 million to $5.8 million, including additive net VIE eliminations of $0.7 million, compared to $0.6 million for the three months ended September 30, 2017. The increase was primarily due to an $18.1 million favorable change in gain (loss) on derivatives, partially offset by a $14.2 million unfavorable change in foreign currency gain (loss). The favorable change from derivatives reflects favorable changes of $15.4 million on foreign currency hedges

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and $2.7 million on interest rate swaps. The foreign currency hedges are used to fix the U.S. dollar amounts of cash flows (both interest and principal payments) we expect to receive from our foreign currency denominated loans and CMBS investments. The favorable change on the foreign currency hedges and the unfavorable change on the foreign currency gain (loss) reflect the overall strengthening of the U.S. dollar against the pound sterling (“GBP”) in the third quarter of 2018 versus a weakening of the U.S. dollar in the third quarter of 2017. The interest rate swaps are used primarily to fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments.

Infrastructure Lending Segment

The Infrastructure Lending Segment was acquired on September 19, 2018 (see Note 3 to the Condensed Consolidated Financial Statements). Accordingly, the following discussion reflects its results for the last 12 days of our 2018 third quarter and includes no comparison to our 2017 third quarter.

Revenues

Revenues of our Infrastructure Lending Segment were $3.2 million, including $3.1 million from loans and $0.1 million from investment securities.

Costs and Expense s

Costs and expenses of our Infrastructure Lending Segment were $9.5 million, consisting of $6.7 million of acquisition costs, $2.3 million of interest expense on the debt facility used to finance a portion of the acquisition price and $0.5 million of general and administrative expenses. Acquisition costs include a $3.0 million commitment fee related to an unused bridge financing facility and legal and due diligence costs of $3.7 million.

Net Interest Income (amounts in thousands)


	For the Three Months Ended
	September 30, 2018
Interest income from loans	$	3,053
Interest income from investment securities, net of consolidated VIE eliminations		107
Interest expense		(2,258)
Net interest income	$	902

Interest income from infrastructure loans and investment securities and interest expense on the term loan reflect primarily variable LIBOR based rates. During the period from the acquisition date through September 30, 2018, the weighted average unlevered yield on the Infrastructure Lending Segment’s loans and investment securities held-for-investment was 5.3% while the weighted average unlevered yield on its loans held-for-sale was 3.5%. The weighted average secured borrowing rate on its debt facility, including amortization of deferred financing fees, was 4.5%.

Other Loss

Other loss of our Infrastructure Lending Segment was $0.1 million, consisting of $0.5 million in foreign currency loss on principally GBP and Euro denominated loans, partially offset by a $0.4 million gain on foreign currency hedges.

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Property Segment

Change in Results by Portfolio (amounts in thousands)


	$ Change from prior period
			Costs and		Gain (loss) on derivative				Income (loss) before
	Revenues		expenses		financial instruments		Other income (loss)		income taxes
Master Lease Portfolio	$	10,783	$	7,684	$	1,665	$	1	$	4,765
Medical Office Portfolio		(471)		66		3,691		1		3,155
Ireland Portfolio		1,260		(83)		11,815		(1)		13,157
Woodstar I Portfolio		828		(2,240)		—		—		3,068
Woodstar II Portfolio		16,009		17,475		—		—		(1,466)
Investment in unconsolidated entities		—		—		—		35,720		35,720
Other/Corporate		—		457		—		—		(457)
Total	$	28,409	$	23,359	$	17,171	$	35,721	$	57,942

See Note 6 to the Condensed Consolidated Financial Statements for a description of the above-referenced Property Segment portfolios.

Revenues

For the three months ended September 30, 2018, revenues of our Property Segment increased $28.4 million to $76.2 million, compared to $47.8 million for the three months ended September 30, 2017. The increase in revenues in the third quarter of 2018 was primarily due to the full period inclusion of rental income from the Master Lease Portfolio, which was acquired in September 2017, and the Woodstar II Portfolio, which was acquired over a period between December 2017 and March 2018.

Costs and Expenses

For the three months ended September 30, 2018, costs and expenses of our Property Segment increased $23.4 million to $72.7 million, compared to $49.3 million for the three months ended September 30, 2017. The increase in costs and expenses reflects increases of $10.6 million in depreciation and amortization, $4.4 million in other rental related costs and $8.1 million in interest expense, all primarily due to the full period inclusion of the Master Lease Portfolio and Woodstar II Portfolio, both of which were acquired after August 2017.

Other Income (Loss)

For the three months ended September 30, 2018, other income of our Property Segment increased $52.9 million to $7.9 million, compared to a loss of $45.0 million for the three months ended September 30, 2017. The increase in other income was primarily due to (i) a $35.7 million favorable change in earnings (loss) from unconsolidated entities and (ii) a $17.2 million favorable change in gain (loss) on derivatives. The $35.7 million favorable change in earnings (loss) from unconsolidated entities principally reflects the recognition in the 2017 third quarter of $33.7 million of unfavorable changes in fair value of our equity investment in four regional shopping malls (the “Retail Fund”), which is an investment company that measures its assets at fair value. The $17.2 million favorable change in gain (loss) on derivatives reflects an $11.7 million favorable change on foreign exchange contracts which economically hedge our Euro currency exposure with respect to the Ireland Portfolio and a $5.5 million favorable change on interest rate swaps which primarily hedge the variable interest rate risk on borrowings secured by our Medical Office Portfolio.

Investing and Servicing Segment and VIEs

Revenues

For the three months ended September 30, 2018, revenues of our Investing and Servicing Segment increased $15.4 million to $48.3 million after consolidated VIE eliminations of $39.1 million, compared to $32.9 million after consolidated VIE eliminations of $39.3 million for the three months ended September 30, 2017. The VIE eliminations are merely a function of the number of CMBS trusts consolidated in any given period, and as such, are not a meaningful indicator of the operating results for this segment. The increase in revenues in the third quarter of 2018 was primarily

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due to increases of $13.0 million in servicing fees and $2.6 million in rental income on our REIS Equity Portfolio (see Note 3 to the Condensed Consolidated Financial Statements). There was also a $0.8 million increase in CMBS interest income which reflects a $1.9 million increase in VIE eliminations related to the CMBS trusts we consolidate. Excluding the effect of these eliminations, CMBS interest income increased by $2.7 million.

Costs and Expenses

For the three months ended September 30, 2018, costs and expenses of our Investing and Servicing Segment decreased $1.2 million to $38.9 million, compared to $40.1 million for the three months ended September 30, 2017, inclusive of VIE eliminations which were nominal for both periods. The decrease in costs and expenses was primarily due to a $5.0 million decrease in general and administrative expenses primarily reflecting reduced compensation costs, partially offset by increases of $2.0 million in costs of rental operations associated with our REIS Equity Portfolio and $1.7 million in interest expense.

Other Income

For the three months ended September 30, 2018, other income of our Investing and Servicing Segment decreased $71.0 million to $37.5 million including additive net VIE eliminations of $38.9 million, from $108.5 million including additive net VIE eliminations of $40.3 million for the three months ended September 30, 2017. The decrease in other income was primarily due to (i) a $28.1 million decrease in earnings from unconsolidated entities, (ii) a $23.6 million decrease in the change in value of net assets related to consolidated VIEs, (iii) a $17.3 million lesser increase in the fair value of our conduit loans held-for-sale and (iv) a $10.4 million decrease in gains on sales of operating properties, partially offset by (v) a $5.2 million favorable change in gain (loss) on derivatives which primarily hedge our interest rate risk on conduit loans and (vi) a $3.9 million lesser decrease in fair value of servicing rights primarily reflecting the expected reduction in amortization of this deteriorating asset net of increases in fair value due to the attainment of new servicing contracts. The decrease in earnings from unconsolidated entities reflects $28.2 million of non-recurring income during the three months ended September 30, 2017 related to an unconsolidated investor entity which owns equity in an online real estate company. The change in net assets related to consolidated VIEs reflects amounts associated with the Investing and Servicing Segment’s variable interests in CMBS trusts it consolidates, including special servicing fees, interest income, and changes in fair value of CMBS and servicing rights. As noted above, this number is merely a function of the number of CMBS trusts consolidated in any given period, and as such, is not a meaningful indicator of the operating results for this segment. Before VIE eliminations, there was a decrease in fair value of CMBS securities of $5.0 million and an increase of $14.0 million in the three months ended September 30, 2018 and 2017, respectively.

Income Tax Provision

Historically, our consolidated income tax provision principally relates to the taxable nature of the Investing and Servicing Segment’s loan servicing and loan conduit businesses which are housed in TRSs. For the three months ended September 30, 2018, we had a tax provision of $8.3 million compared to $9.8 million in the three months ended September 30, 2017. The $1.5 million decrease primarily reflects the effect of a lower statutory tax rate partially offset by an increase in the taxable income of our TRSs.

Corporate

Costs and Expenses

For the three months ended September 30, 2018, corporate expenses decreased $5.1 million to $59.2 million, compared to $64.3 million for the three months ended September 30, 2017. The decrease was primarily due to (i) a $4.4 million decrease in management fees and (ii) a $1.2 million decrease in interest expense principally on our unsecured senior notes.

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Other Loss

For the three months ended September 30, 2018, corporate other loss was $6.8 million, representing a $5.0 million loss on interest rate swaps used to hedge a portion of our unsecured senior notes used to repay variable-rate secured financing and a loss on extinguishment of debt of $1.8 million relating to our 2019 Notes. There was no corporate other income (loss) in the three months ended September 30, 2017.

Nine Months Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017

Commercial and Residential Lending Segment and VIEs

Revenues

For the nine months ended September 30, 2018, revenues of our Commercial and Residential Lending Segment increased $67.9 million to $465.1 million after consolidated VIE eliminations of $0.7 million, compared to $397.2 million for the nine months ended September 30, 2017. This increase was primarily due to a $71.0 million increase in interest income from loans principally due to (i) increased LIBOR rates partially offset by the compression of interest rate spreads in credit markets, (ii) higher average balances of both commercial loans and residential loans held-for-sale and (iii) higher levels of prepayment related income. The increase in interest income from loans was partially offset by a $2.9 million decrease in interest income from investment securities due to lower average investment balances.

Costs and Expenses

For the nine months ended September 30, 2018, costs and expenses of our Commercial and Residential Lending Segment increased $74.5 million to $161.8 million, compared to $87.3 million for the nine months ended September 30, 2017. This increase was primarily due to (i) a $37.8 million increase in interest expense associated with the various secured financing facilities used to fund a portion of our investment portfolio, (ii) a $30.9 million net increase in our loan loss allowance principally relating to impairment charges on certain commercial loans (see Note 4 to the Condensed Consolidated Financial Statements for details regarding these individual loan impairments) and (iii) a $5.1 million increase in general and administrative expenses.

Net Interest Income (amounts in thousands)


	For the Nine Months Ended
	September 30,
	2018		2017		Change
Interest income from loans	$	431,153	$	360,188	$	70,965
Interest income from investment securities, net of consolidated VIE eliminations		32,999		35,870		(2,871)
Interest expense		(110,169)		(72,372)		(37,797)
Net interest income	$	353,983	$	323,686	$	30,297

For the nine months ended September 30, 2018, net interest income of our Commercial and Residential Lending Segment increased $30.3 million to $354.0 million, compared to $323.7 million for the nine months ended September 30, 2017. This increase reflects the net increase in interest income explained in the Revenues discussion above, partially offset by the increase in interest expense on our secured financing facilities.

During the nine months ended September 30, 2018 and 2017, the weighted average unlevered yields on the Commercial and Residential Lending Segment’s loans and investment securities were 7.6% and 7.4%, respectively. The increase in the weighted average unlevered yield is primarily due to increases in LIBOR and higher levels of prepayment related income, partially offset by the compression of interest rate spreads in credit markets.

During the nine months ended September 30, 2018 and 2017, the Commercial and Residential Lending Segment’s weighted average secured borrowing rates, inclusive of interest rate hedging costs and the amortization of deferred financing fees, were 4.3% and 3.8%, respectively, and 4.2% and 3.7%, respectively, excluding the impact of bridge financing. The increases in borrowing rates primarily reflect increases in LIBOR, partially offset by the compression of interest rate spreads in credit markets.

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Other Income (Loss)

For the nine months ended September 30, 2018, other income of our Commercial and Residential Lending Segment increased $16.4 million to $16.7 million, including additive net VIE eliminations of $0.7 million, compared to $0.3 million for the nine months ended September 30, 2017. The increase was primarily due to a $46.2 million favorable change in gain (loss) on derivatives, partially offset by a $31.7 million unfavorable change in foreign currency gain (loss). The favorable change from derivatives reflects favorable changes of $35.3 million on foreign currency hedges and $10.9 million on interest rate swaps. The foreign currency hedges are used to fix the U.S. dollar amounts of cash flows (both interest and principal payments) we expect to receive from our foreign currency denominated loans and CMBS investments. The favorable change on the foreign currency hedges and the unfavorable change in foreign currency gain (loss) reflect an overall strengthening of the U.S. dollar against the pound sterling (“GBP”) in the first nine months of 2018 versus a weakening of the U.S. dollar in the first nine months of 2017. The interest rate swaps are used primarily to fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments.

Infrastructure Lending Segment

Refer to the three-month discussion above for information regarding the Infrastructure Lending Segment’s results for the 12-day period following its acquisition on September 19, 2018.

Property Segment

Change in Results by Portfolio (amounts in thousands)


	$ Change from prior period
			Costs and		Gain (loss) on derivative				Income (loss) before
	Revenues		expenses		financial instruments		Other income (loss)		income taxes
Master Lease Portfolio	$	34,516	$	24,293	$	2,354	$	6,883	$	19,460
Medical Office Portfolio		(670)		1,407		21,154		490		19,567
Ireland Portfolio		3,995		1,656		36,494		(93)		38,740
Woodstar I Portfolio		1,623		(181)		—		—		1,804
Woodstar II Portfolio		38,840		50,486		—		18		(11,628)
Investment in unconsolidated entities		—		—		—		30,188		30,188
Other/Corporate		—		1,739		—		—		(1,739)
Total	$	78,304	$	79,400	$	60,002	$	37,486	$	96,392

Revenues

For the nine months ended September 30, 2018, revenues of our Property Segment increased $78.3 million to $217.5 million, compared to $139.2 million for the nine months ended September 30, 2017. The increase in revenues for the nine months ended September 30, 2018 was primarily due to the full period inclusion of rental income from the Master Lease Portfolio and the Woodstar II Portfolio, which were both acquired after August 2017.

Costs and Expenses

For the nine months ended September 30, 2018, costs and expenses of our Property Segment increased $79.4 million to $220.0 million, compared to $140.6 million for the nine months ended September 30, 2017. The increase in costs and expenses reflects increases of $34.4 million in depreciation and amortization, $20.7 million in other rental related costs and $22.9 million in interest expense, all primarily due to the full period inclusion of the Master Lease Portfolio and Woodstar II Portfolio, both of which were acquired after August 2017.

Other Income (Loss)

For the nine months ended September 30, 2018, other income of our Property Segment increased $97.5 million to $36.5 million, compared to a loss of $61.0 million for the nine months ended September 30, 2017. The increase in other income was primarily due to (i) a $60.0 million favorable change in gain (loss) on derivatives, (ii) a $30.2 million favorable change in earnings (loss) from unconsolidated entities and (iii) a $6.8 million net gain on sale of three

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properties in the Master Lease Portfolio. The $60.0 million favorable change in gain (loss) on derivatives reflects a $36.3 million favorable change on foreign exchange contracts which economically hedge our Euro currency exposure with respect to the Ireland Portfolio and a $23.7 million favorable change on interest rate swaps which primarily hedge the variable interest rate risk on borrowings secured by our Medical Office Portfolio. The $30.2 million favorable change in earnings (loss) from unconsolidated entities principally reflects the recognition during the 2017 third quarter of $33.7 million of unfavorable changes in fair value of our equity investment in the Retail Fund.

Investing and Servicing Segment and VIEs

Revenues

For the nine months ended September 30, 2018, revenues of our Investing and Servicing Segment increased $29.1 million to $129.7 million after consolidated VIE eliminations of $116.4 million, compared to $100.6 million after consolidated VIE eliminations of $140.7 million for the nine months ended September 30, 2017. The VIE eliminations are merely a function of the number of CMBS trusts consolidated in any given period, and as such, are not a meaningful indicator of the operating results for this segment. The increase in revenues in the nine months of 2018 was primarily due to increases of $23.9 million in servicing fees and $6.6 million in rental income on our REIS Equity Portfolio. The $23.9 million increase in servicing fees is primarily due to higher default interest collections and loan modification fees. There was also a $0.3 million increase in CMBS interest income which reflects a $5.7 million decrease in VIE eliminations related to the CMBS trusts we consolidate. Excluding the effect of these eliminations, CMBS interest income decreased by $5.4 million.

Costs and Expenses

For the nine months ended September 30, 2018, costs and expenses of our Investing and Servicing Segment increased $2.9 million to $118.8 million, compared to $115.9 million for the nine months ended September 30, 2017, inclusive of VIE eliminations which were nominal for both periods. The increase in costs and expenses was primarily due to increases of $4.4 million in costs of rental operations associated with our REIS Equity Portfolio and $3.4 million in interest expense, partially offset by a $5.5 million decrease in general and administrative expense primarily reflecting reduced compensation costs.

Other Income

For the nine months ended September 30, 2018, other income of our Investing and Servicing Segment decreased $110.7 million to $180.6 million including additive net VIE eliminations of $116.9 million, from $291.3 million including additive net VIE eliminations of $147.4 million for the nine months ended September 30, 2017. The decrease in other income was primarily due to (i) a $73.9 million decrease in the change in value of net assets related to consolidated VIEs, (ii) a $52.5 million decrease in earnings from unconsolidated entities and (iii) a $19.3 million lesser increase in the fair value of our conduit loans held-for-sale, partially offset by (iv) a $12.3 million lesser decrease in fair value of servicing rights reflecting the expected reduction in amortization of this deteriorating asset net of increases in fair value due to the attainment of new servicing contracts, (v) a $12.2 million increase in the change in fair value of CMBS and (vi) an $11.3 million favorable change in gain (loss) on derivatives which principally hedge our interest rate risk on conduit loans. The change in net assets related to consolidated VIEs reflects amounts associated with the Investing and Servicing Segment’s variable interests in CMBS trusts it consolidates, including special servicing fees, interest income, and changes in fair value of CMBS and servicing rights. As noted above, this number is merely a function of the number of CMBS trusts consolidated in any given period, and as such, is not a meaningful indicator of the operating results for this segment. Before VIE eliminations, there was an increase in fair value of CMBS securities of $24.1 million and $45.3 million in the nine months ended September 30, 2018 and 2017, respectively. The decrease in earnings from unconsolidated entities reflects $53.9 million of non-recurring income during the nine months ended September 30, 2017 related to an unconsolidated investor entity which owns equity in an online real estate company.

Income Tax Provision

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September 30, 2017. The $3.8 million decrease primarily reflects the effect of a lower statutory tax rate partially offset by an increase in the taxable income of our TRSs.

Corporate

Costs and Expenses

For the nine months ended September 30, 2018, corporate expenses increased $6.9 million to $187.6 million, compared to $180.7 million for the nine months ended September 30, 2017. The increase was primarily due to (i) a $4.6 million increase in management fees and (ii) a $1.5 million increase in interest expense principally on our unsecured senior notes.

Other Loss

For the nine months ended September 30, 2018, corporate other loss increased $20.2 million to $26.1 million, compared to $5.9 million for the nine months ended September 30, 2017. The increase in corporate other loss was due to a $24.3 million loss on interest rate swaps used to hedge a portion of our unsecured senior notes used to repay variable-rate secured financing, partially offset by a $4.1 million decrease in loss on extinguishment of debt.

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Non-GAAP Financial Measures

Core Earnings is a non-GAAP financial measure. We calculate Core Earnings as GAAP net income (loss) excluding the following:

(i)

non-cash equity compensation expense;

(ii)

incentive fees due under our management agreement;

(iii)

depreciation and amortization of real estate and associated intangibles;

(iv)

acquisition costs associated with successful acquisitions;

(v)

any unrealized gains, losses or other non-cash items recorded in net income for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income; and

(vi)

any deductions for distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein.

We believe that Core Earnings provides an additional measure of our core operating performance by eliminating the impact of certain non-cash expenses and facilitating a comparison of our financial results to those of other comparable REITs with fewer or no non-cash adjustments and comparison of our own operating results from period to period. Our management uses Core Earnings in this way, and also uses Core Earnings to compute the incentive fee due under our management agreement. The Company believes that its investors also use Core Earnings or a comparable supplemental performance measure to evaluate and compare the performance of the Company and its peers, and as such, the Company believes that the disclosure of Core Earnings is useful to (and expected by) its investors.

However, the Company cautions that Core Earnings does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), or an indication of our cash flows from operating activities (determined in accordance with GAAP), a measure of our liquidity, or an indication of funds available to fund our cash needs, including our ability to make cash distributions. In addition, our methodology for calculating Core Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and accordingly, our reported Core Earnings may not be comparable to the Core Earnings reported by other REITs.

The weighted average diluted share count applied to Core Earnings for purposes of determining Core Earnings per share (“EPS”) is computed using the GAAP diluted share count, adjusted for the following:

(i)

Unvested stock awards – Currently, unvested stock awards are excluded from the denominator of GAAP EPS. The related compensation expense is also excluded from Core Earnings. In order to effectuate dilution from these awards in the Core Earnings computation, we adjust the GAAP diluted share count to include these shares.

(ii)

Convertible Notes – Conversion of our Convertible Notes is an event that is contingent upon numerous factors, none of which are in our control, and is an event that may or may not occur. Consistent with the treatment of other unrealized adjustments to Core Earnings, we adjust the GAAP diluted share count to exclude the potential shares issuable upon conversion until a conversion occurs.

(iii)

Subsidiary equity – The intent of the February 2018 amendment to our management agreement (the “Amendment”) is to treat subsidiary equity in the same manner as if parent equity had been issued. The Class A Units issued in connection with the acquisition of assets in our Woodstar II Portfolio are currently excluded from our GAAP diluted share count, with the subsidiary equity represented as non-controlling interests in consolidated subsidiaries on our GAAP balance sheet. Consistent with the Amendment, we adjust GAAP diluted share count to include these subsidiary units.

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The following table presents our diluted weighted average shares used in our GAAP EPS calculation reconciled to our diluted weighted average shares used in our Core EPS calculation (amounts in thousands):


	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2018	2017	2018	2017
Diluted weighted average shares - GAAP	265,456	262,437	288,130	262,055
Add: Unvested stock awards	2,447	1,807	2,210	1,558
Add: Woodstar II Class A Units	9,939	—	8,298	—
Less: Convertible Notes dilution	—	(2,313)	(25,675)	(2,284)
Diluted weighted average shares - Core	277,842	261,931	272,963	261,329

The definition of Core Earnings allows management to make adjustments, subject to the approval of a majority of our independent directors, in situations where such adjustments are considered appropriate in order for Core Earnings to be calculated in a manner consistent with its definition and objective. No adjustments to the definition of Core Earnings became effective during the nine months ended September 30, 2018.

As a reminder, in 2015, we adjusted the calculation of Core Earnings related to the equity component of our convertible notes. We previously amortized the equity component of these instruments through interest expense for Core Earnings purposes, consistent with our GAAP treatment. However, for Core Earnings purposes, the amount is not considered realized until the earlier of (a) the entire issuance of the notes has been extinguished; or (b) the equity portion has been fully amortized via repurchases of the notes. During the three months ended September 30, 2018, we extinguished a portion of our 2019 Notes, consisting of an unpaid principal balance of $235.5 million. The notes were extinguished with 11.2 million common shares and $20.8 million of cash, reflecting a premium to par of $30.5 million. The proportionate share of the premium which was settled in cash was first used to fully amortize the remaining equity portion of the notes, with the remaining amount recognized as a loss on extinguishment of debt for Core Earnings purposes. For the three months ended September 30, 2018, the loss totaled $2.5 million. The corresponding GAAP loss was $1.8 million (refer to Note 10 to the Condensed Consolidated Financial Statements for further discussion).

In March 2018, our 2018 Notes matured and were fully repaid in cash. The equity portion of the 2018 Notes had not been fully amortized. As a result, we reflected $10.0 million as a positive adjustment to Core Earnings, representing the $28.1 million equity balance recognized upon issuance of the 2018 Notes, net of $18.1 million in adjustments related to cumulative repurchases through the maturity date.

The following table summarizes our quarterly Core Earnings per weighted average diluted share for the nine months ended September 30, 2018 and 2017:


	Core Earnings For the Three-Month Periods Ended
	March 31		June 30		September 30
2018	$	0.58	$	0.54	$	0.53
2017		0.51		0.52		0.65

Core Earnings per weighted average diluted share for the nine months ended September 30, 2018 does not equal the sum of the individual quarters due to rounding and other computational factors.

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Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

The following table presents our summarized results of operations and reconciliation to Core Earnings for the three months ended September 30, 2018, by business segment (amounts in thousands, except per share data):


	Commercial
	and
	Residential		Infrastructure				Investing
	Lending		Lending		Property		and Servicing
	Segment		Segment		Segment		Segment		Corporate		Total
Revenues	$	158,596	$	3,204	$	76,236	$	87,406	$	89	$	325,531
Costs and expenses		(52,154)		(9,520)		(72,663)		(38,973)		(59,165)		(232,475)
Other income (loss)		5,143		(76)		7,884		(1,428)		(6,779)		4,744
Income (loss) before income taxes		111,585		(6,392)		11,457		47,005		(65,855)		97,800
Income tax provision		(314)		—		(125)		(7,842)		—		(8,281)
(Income) loss attributable to non-controlling interests		(365)		—		(4,769)		151		—		(4,983)
Net income (loss) attributable to Starwood Property Trust, Inc .		110,906		(6,392)		6,563		39,314		(65,855)		84,536
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units		—		—		4,769		—		—		4,769
Non-cash equity compensation expense		750		13		98		1,321		3,769		5,951
Management incentive fee		—		—		—		—		4,299		4,299
Acquisition and investment pursuit costs		45		3,770		(89)		(129)		—		3,597
Depreciation and amortization		17		—		28,780		5,456		—		34,253
Loan loss allowance, net		929		—		—		—		—		929
Interest income adjustment for securities		(137)		—		—		6,573		—		6,436
Extinguishment of debt, net		—		—		—		—		(922)		(922)
Other non-cash items		—		—		(632)		1,622		986		1,976
Reversal of GAAP unrealized (gains) / losses on:
Loans held-for-sale		(1,343)		—		—		(2,597)		—		(3,940)
Securities		(338)		—		—		4,966		—		4,628
Derivatives		(7,497)		(455)		(4,779)		(3,424)		5,248		(10,907)
Foreign currency		3,546		531		1		—		—		4,078
Earnings from unconsolidated entities		(514)		—		(1,988)		134		—		(2,368)
Recognition of Core realized gains / (losses) on:
Loans held-for-sale		3,558		—		—		4,415		—		7,973
Securities		100		—		—		1,673		—		1,773
Derivatives		6		—		(230)		1,048		—		824
Foreign currency		225		(8)		—		—		—		217
Earnings from unconsolidated entities		581		—		—		613		—		1,194
Sales of properties		—		—		—		(928)		—		(928)
Core Earnings (Loss)	$	110,834	$	(2,541)	$	32,493	$	60,057	$	(52,475)	$	148,368
Core Earnings (Loss) per Weighted Average Diluted Share	$	0.40	$	(0.01)	$	0.12	$	0.21	$	(0.19)	$	0.53

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The following table presents our summarized results of operations and reconciliation to Core Earnings for the three months ended September 30, 2017, by business segment (amounts in thousands, except per share data):


	Commercial
	and
	Residential				Investing
	Lending		Property		and Servicing
	Segment		Segment		Segment		Corporate		Total
Revenues	$	146,012	$	47,827	$	72,214	$	—	$	266,053
Costs and expenses		(34,438)		(49,304)		(40,215)		(64,330)		(188,287)
Other income (loss)		571		(45,008)		68,191		—		23,754
Income (loss) before income taxes		112,145		(46,485)		100,190		(64,330)		101,520
Income tax benefit (provision)		11		—		(9,827)		—		(9,816)
Income attributable to non-controlling interests		(357)		—		(2,919)		—		(3,276)
Net income (loss) attributable to Starwood Property Trust, Inc.		111,799		(46,485)		87,444		(64,330)		88,428
Add / (Deduct):
Non-cash equity compensation expense		783		33		1,015		3,379		5,210
Management incentive fee		—		—		—		10,378		10,378
Acquisition and investment pursuit costs		74		151		49		—		274
Depreciation and amortization		17		18,102		4,600		—		22,719
Loan loss allowance, net		(171)		—		—		—		(171)
Interest income adjustment for securities		(225)		—		5,071		—		4,846
Income tax adjustment for discrete transactions		—		—		(9,356)		—		(9,356)
Other non-cash items		—		(496)		187		—		(309)
Reversal of GAAP unrealized (gains) / losses on:						—
Loans held-for-sale		397		—		(19,882)		—		(19,485)
Securities		(276)		—		(13,962)		—		(14,238)
Derivatives		10,394		11,291		1,555		—		23,240
Foreign currency		(10,657)		1		(4)		—		(10,660)
Earnings from unconsolidated entities		(848)		33,731		(30,225)		—		2,658
Purchases and sales of properties		—		—		—		—		—
Recognition of Core realized gains / (losses) on:
Loans held-for-sale		(397)		—		19,330		—		18,933
Securities		—		—		(2,657)		—		(2,657)
Derivatives		(290)		(140)		(500)		(247)		(1,177)
Foreign currency		549		—		(240)		—		309
Earnings from unconsolidated entities		849		—		52,921		—		53,770
Purchases and sales of properties		—		—		(1,838)		—		(1,838)
Core Earnings (Loss)	$	111,998	$	16,188	$	93,508	$	(50,820)	$	170,874
Core Earnings (Loss) per Weighted Average Diluted Share	$	0.43	$	0.06	$	0.36	$	(0.20)	$	0.65

Commercial and Residential Lending Segment

The Commercial and Residential Lending Segment’s Core Earnings decreased by $1.2 million, from $112.0 million during the third quarter of 2017 to $110.8 million in the third quarter of 2018. After making adjustments for the calculation of Core Earnings, revenues were $158.5 million, costs and expenses were $50.4 million and other income was $3.5 million.

Core revenues, consisting principally of interest income on loans, increased by $12.7 million in the third quarter of 2018, primarily due to a $13.8 million increase in interest income from loans principally due to (i) increased LIBOR rates and (ii) higher average balances of both commercial loans and residential loans held-for-sale, partially offset by (iii) lower levels of prepayment related income and (iv) the compression of interest rate spreads in credit markets. The increase in interest income from loans was partially offset by a $1.1 million decrease in interest income from investment securities due to lower average investment balances.

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Core costs and expenses increased by $16.7 million in the third quarter of 2018, primarily due to a $15.4 million increase in interest expense associated with the various secured financing facilities used to fund a portion of our investment portfolio and a $1.7 million increase in general and administrative expenses.

Core other income increased by $3.2 million primarily due to a realized gain on the securitization of residential loans held-for-sale.

Infrastructure Lending Segment

The Infrastructure Lending Segment had a core loss of $2.5 million for the 12-day period that was included in our third quarter of 2018 following its acquisition on September 19, 2018. After making adjustments for the calculation of Core Earnings (Loss), revenues were $3.2 million, costs and expenses were $5.7 million and other income was nominal.

Revenues of $3.2 million consisted of interest income of $3.1 million from loans and $0.1 million from investment securities.

Costs and expenses of $5.7 million consisted of a $3.0 million commitment fee related to an unused bridge financing facility, $2.3 million of interest expense on the debt facility used to finance a portion of the acquisition price and $0.4 million of general and administrative expenses.

Property Segment

Core Earnings by Portfolio (amounts in thousands)


	For the Three Months Ended
	September 30,
	2018		2017		Change
Master Lease Portfolio	$	6,334	$	333	$	6,001
Medical Office Portfolio		6,452		6,651		(199)
Ireland Portfolio		5,949		4,539		1,410
Woodstar I Portfolio		8,679		5,312		3,367
Woodstar II Portfolio		6,247		—		6,247
Investment in unconsolidated entities		—		—		—
Other/Corporate		(1,168)		(647)		(521)
Core Earnings	$	32,493	$	16,188	$	16,305

The Property Segment’s Core Earnings increased by $16.3 million, from $16.2 million during the third quarter of 2017 to $32.5 million in the third quarter of 2018. After making adjustments for the calculation of Core Earnings, revenues were $75.9 million, costs and expenses were $44.5 million and other income was $1.1 million.

Core revenues increased by $28.4 million in the third quarter of 2018, primarily due to the full period inclusion of rental income for the Master Lease Portfolio and Woodstar II Portfolio, both of which were acquired after August 2017.

Core costs and expenses increased by $13.3 million in the third quarter of 2018, primarily due to increases in interest expense of $8.3 million and rental related costs of $4.4 million primarily relating to the full period inclusion of the Master Lease Portfolio and Woodstar II Portfolio.

Core other income increased by $1.2 million in the third quarter of 2018, primarily due to an increase in realized gains on interest rate swaps which hedge the variable interest rate risk on borrowings secured by our Medical Office Portfolio.

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Investing and Servicing Segment

The Investing and Servicing Segment’s Core Earnings decreased by $33.4 million, from $93.5 million during the third quarter of 2017 to $60.1 million in the third quarter of 2018. After making adjustments for the calculation of Core Earnings, revenues were $94.2 million, costs and expenses were $32.4 million, other income was $5.9 million, income tax provision was $7.8 million and the add-back of loss attributable to non-controlling interests was $0.2 million.

Core revenues increased by $16.8 million in the third quarter of 2018, primarily due to increases of $11.0 million in servicing fees, $4.2 million in interest income from our CMBS portfolio and $2.7 million in rental income from our REIS Equity Portfolio.

Core costs and expenses decreased by $2.1 million in the third quarter of 2018, primarily due to a $5.3 million decrease in general and administrative expenses primarily reflecting reduced compensation costs, partially offset by increases of $2.0 million in costs of rental operations associated with our REIS Equity Portfolio and $1.7 million in interest expense.

Core other income decreased by $66.8 million principally due to (i) a $52.3 million decrease in earnings from unconsolidated entities, (ii) a $14.9 million decrease in realized gains on conduit loans and (iii) a $5.7 million decrease in net gains on investments reflecting decreased gains on sales of operating properties partially offset by increased net gains on CMBS, all partially offset by (iv) a $4.1 million lesser decrease in fair value of servicing rights and (v) a $2.0 million favorable change in realized gains (losses) on derivatives and foreign currency. The decrease in earnings from unconsolidated entities reflects a $52.4 million realized gain in the third quarter of 2017 related to an unconsolidated investor entity which owns equity in an online real estate company and sold nearly all of its interest during that quarter.

Income taxes, which principally relate to the operating results of our servicing and conduit businesses which are held in TRSs, decreased $11.4 million due to a decrease in the taxable income of our TRSs, which in the 2017 third quarter included the realized gain related to the unconsolidated investor entity which sold nearly all of its interest in an online real estate company, and a lower statutory tax rate.

Income (loss) attributable to non-controlling interests decreased $3.1 million, primarily reflecting the minority investors’ share of the non-recurring gains from two operating properties sold during the third quarter of 2017.

Corporate

Core corporate costs and expenses increased by $1.7 million, from $50.8 million in the third quarter of 2017 to $52.5 million in the third quarter of 2018, primarily due to a $2.7 million core loss mostly related to the redemption of our 2019 Notes and a $1.5 million increase in base management fees, partially offset by a $2.5 million decrease in interest expense principally on our unsecured senior notes.

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Nine Months Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017

The following table presents our summarized results of operations and reconciliation to Core Earnings for the nine months ended September 30, 2018, by business segment (amounts in thousands, except per share data):


	Commercial
	and
	Residential		Infrastructure				Investing
	Lending		Lending		Property		and Servicing
	Segment		Segment		Segment		Segment		Corporate		Total
Revenues	$	465,838	$	3,204	$	217,529	$	246,116	$	227	$	932,914
Costs and expenses		(161,786)		(9,520)		(220,047)		(119,070)		(187,629)		(698,052)
Other income (loss)		16,052		(76)		36,531		63,742		(26,148)		90,101
Income (loss) before income taxes		320,104		(6,392)		34,013		190,788		(213,550)		324,963
Income tax provision		(2,981)		—		(1,997)		(9,502)		—		(14,480)
Income attributable to non-controlling interests		(1,087)		—		(11,906)		(3,792)		—		(16,785)
Net income (loss) attributable to Starwood Property Trust, Inc .		316,036		(6,392)		20,110		177,494		(213,550)		293,698
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units		—		—		11,906		—		—		11,906
Non-cash equity compensation expense		2,079		13		228		3,613		10,635		16,568
Management incentive fee		—		—		—		—		19,620		19,620
Acquisition and investment pursuit costs		1,430		3,770		(249)		(215)		—		4,736
Depreciation and amortization		50		—		87,648		15,253		—		102,951
Loan loss allowance, net		27,726		—		—		—		—		27,726
Interest income adjustment for securities		(531)		—		—		8,206		—		7,675
Extinguishment of debt, net		—		—		—		—		8,586		8,586
Other non-cash items		—		—		(2,406)		2,194		2,762		2,550
Reversal of GAAP unrealized (gains) / losses on:
Loans held-for-sale		165		—		—		(26,738)		—		(26,573)
Securities		(259)		—		—		(24,123)		—		(24,382)
Derivatives		(16,665)		(455)		(25,228)		(8,788)		26,797		(24,339)
Foreign currency		3,260		531		—		2		—		3,793
Earnings from unconsolidated entities		(3,761)		—		(1,406)		(2,916)		—		(8,083)
Recognition of Core realized gains / (losses) on:
Loans held-for-sale		1,487		—		—		28,285		—		29,772
Securities		242		—		—		(4,419)		—		(4,177)
Derivatives		(5,848)		—		(938)		7,197		—		411
Foreign currency		8,136		(8)		—		(42)		—		8,086
Earnings from unconsolidated entities		3,986		—		—		2,875		—		6,861
Sales of properties		—		—		(365)		(4,374)		—		(4,739)
Core Earnings (Loss)	$	337,533	$	(2,541)	$	89,300	$	173,504	$	(145,150)	$	452,646
Core Earnings (Loss) per Weighted Average Diluted Share	$	1.24	$	(0.01)	$	0.33	$	0.63	$	(0.53)	$	1.66

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The following table presents our summarized results of operations and reconciliation to Core Earnings for the nine months ended September 30, 2017, by business segment (amounts in thousands, except per share data):


	Commercial
	and
	Residential				Investing
	Lending		Property		and Servicing
	Segment		Segment		Segment		Corporate		Total
Revenues	$	397,179	$	139,225	$	241,327	$	—	$	777,731
Costs and expenses		(87,308)		(140,647)		(116,315)		(180,714)		(524,984)
Other income (loss)		258		(60,957)		143,956		(5,916)		77,341
Income (loss) before income taxes		310,129		(62,379)		268,968		(186,630)		330,088
Income tax provision		(331)		—		(17,954)		—		(18,285)
Income attributable to non-controlling interests		(1,064)		—		(2,573)		—		(3,637)
Net income (loss) attributable to Starwood Property Trust, Inc .		308,734		(62,379)		248,441		(186,630)		308,166
Add / (Deduct):
Non-cash equity compensation expense		2,353		82		2,491		8,340		13,266
Management incentive fee		—		—		—		20,183		20,183
Acquisition and investment pursuit costs		74		162		91		—		327
Depreciation and amortization		50		52,982		13,441		—		66,473
Loan loss allowance, net		(3,170)		—		—		—		(3,170)
Interest income adjustment for securities		(697)		—		9,436		—		8,739
Income tax adjustment for discrete transactions		—		—		555		—		555
Other non-cash items		—		(1,665)		1,005		5,916		5,256
Reversal of GAAP unrealized (gains) / losses on:		.
Loans held-for-sale		549		—		(46,033)		—		(45,484)
Securities		(189)		—		(45,263)		—		(45,452)
Derivatives		28,897		31,510		2,056		—		62,463
Foreign currency		(28,402)		(16)		(16)		—		(28,434)
Earnings from unconsolidated entities		(2,548)		28,782		(67,134)		—		(40,900)
Purchases and sales of properties		—		—		(613)				(613)
Recognition of Core realized gains / (losses) on:
Loans held-for-sale		(549)		—		48,950		—		48,401
Securities		—		—		8,332		—		8,332
Derivatives		14,567		(18)		(1,251)		(493)		12,805
Foreign currency		(12,655)		16		(1,138)		—		(13,777)
Earnings from unconsolidated entities		2,529		3,563		55,774		—		61,866
Purchases and sales of properties		—		(153)		611		—		458
Core Earnings (Loss)	$	309,543	$	52,866	$	229,735	$	(152,684)	$	439,460
Core Earnings (Loss) per Weighted Average Diluted Share	$	1.18	$	0.20	$	0.88	$	(0.58)	$	1.68

Commercial and Residential Lending Segment

The Commercial and Residential Lending Segment’s Core Earnings increased by $28.0 million, from $309.5 million during the nine months ended September 30, 2017 to $337.5 million during the nine months ended September 30, 2018. After making adjustments for the calculation of Core Earnings, revenues were $465.3 million, costs and expenses were $130.5 million and other income was $6.8 million.

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Core revenues, consisting principally of interest income on loans, increased by $68.8 million during the nine months ended September 30, 2018, primarily due to a $71.0 million increase in interest income from loans principally due to (i) increased LIBOR rates partially offset by the compression of interest rate spreads in credit markets, (ii) higher average balances of both commercial loans and residential loans held-for-sale and (iii) higher levels of prepayment related income. The increase in interest income from loans was partially offset by a $2.0 million decrease in interest income from investment securities due to lower average investment balances.

Core costs and expenses increased by $42.5 million during the nine months ended September 30, 2018, primarily due to a $37.8 million increase in interest expense associated with the various secured financing facilities used to fund a portion of our investment portfolio and a $5.4 million increase in general and administrative expenses.

Core other income increased by $4.3 million, primarily due to a $20.8 million favorable change in foreign currency gain (loss) and a $2.0 million realized gain on the securitization of residential loans held-for-sale, partially offset by a $19.8 million unfavorable change in gain (loss) on foreign currency derivatives.

Infrastructure Lending Segment

Refer to the three-month discussion above for information regarding the Infrastructure Lending Segment’s Core Earnings (Loss) for the 12-day period following its acquisition on September 19, 2018.

Property Segment

Core Earnings by Portfolio (amounts in thousands)


	For the Nine Months Ended
	September 30,
	2018		2017		Change
Master Lease Portfolio	$	24,732	$	320	$	24,412
Medical Office Portfolio		19,120		19,854		(734)
Ireland Portfolio		17,208		14,248		2,960
Woodstar I Portfolio		19,639		16,957		2,682
Woodstar II Portfolio		12,420		—		12,420
Investment in unconsolidated entities		—		3,563		(3,563)
Other/Corporate		(3,819)		(2,076)		(1,743)
Core Earnings	$	89,300	$	52,866	$	36,434

The Property Segment’s Core Earnings increased by $36.4 million, from $52.9 million during the nine months ended September 30, 2017 to $89.3 million during the nine months ended September 30, 2018. After making adjustments for the calculation of Core Earnings, revenues were $216.5 million, costs and expenses were $134.0 million and other income was $8.8 million.

Core revenues increased by $78.4 million during the nine months ended September 30, 2018, primarily due to the full period inclusion of rental income for the Master Lease Portfolio and Woodstar II Portfolio, both of which were acquired after August 2017.

Core costs and expenses increased by $46.0 million during the nine months ended September 30, 2018, primarily due to increases in interest expense of $23.5 million and rental related costs of $20.7 million primarily relating to the full period inclusion of the Master Lease Portfolio and Woodstar II Portfolio.

Core other income increased by $6.0 million during the nine months ended September 30, 2018, primarily due to a $6.6 million net gain on sale of three properties in the Master Lease Portfolio and a $2.9 million favorable change in gain (loss) on derivatives principally reflecting realized gains on interest rate swaps which hedge the variable interest rate risk on borrowings secured by our Medical Office Portfolio, partially offset by a $3.6 million decrease in equity in earnings recognized from our investment in the Retail Fund.

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Investing and Servicing Segment

The Investing and Servicing Segment’s Core Earnings decreased by $56.2 million, from $229.7 million during the nine months ended September 30, 2017 to $173.5 million during the nine months ended September 30, 2018. After making adjustments for the calculation of Core Earnings, revenues were $254.8 million, costs and expenses were $100.1 million, other income was $32.1 million, income tax provision was $9.5 million and the deduction of income attributable to non-controlling interests was $3.8 million.

Core revenues increased by $4.0 million during the nine months ended September 30, 2018, primarily due to increases of $7.0 million in rental income from our REIS Equity Portfolio and $5.4 million in servicing fees, partially offset by decreases of $6.6 million in interest income from our CMBS portfolio and $1.3 million from our conduit loans held-for-sale.

Core costs and expenses increased by $0.8 million during the nine months ended September 30, 2018, primarily due to increases of $4.3 million in costs of rental operations associated with our REIS Equity Portfolio and $3.4 million in interest expense, partially offset by a $6.5 million decrease in general and administrative expenses primarily reflecting reduced compensation costs.

Core other income decreased by $66.1 million principally due to (i) a $52.9 million decrease in earnings from unconsolidated entities, (ii) a $20.7 million decrease in realized gains on conduit loans and (iii) a $17.1 million decrease in net gains on investments reflecting decreased net gains on CMBS and sales of operating properties, all partially offset by (iv) a $15.2 million lesser decrease in fair value of servicing rights and (v) a $10.0 million favorable change in realized gains (losses) on derivatives and foreign currency. The decrease in earnings from unconsolidated entities reflects a $52.4 million realized gain in the third quarter of 2017 related to an unconsolidated investor entity which owns equity in an online real estate company and sold nearly all of its interest during that quarter.

Income taxes, which principally relate to the operating results of our servicing and conduit businesses which are held in TRSs, decreased $7.9 million due to a decrease in the taxable income of our TRSs, which during the nine months ended September 30, 2017 included the realized gain related to the unconsolidated investor entity which sold nearly all of its interest in an online real estate company, and a lower statutory tax rate.

Income attributable to non-controlling interests increased $1.2 million primarily due to the increased minority investors’ share of gains from operating properties sold during the during the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017.

Corporate

Core corporate costs and expenses decreased by $7.5 million, from $152.7 million during the nine months ended September 30, 2017 to $145.2 million during the nine months ended September 30, 2018, primarily due to (i) the net $7.5 million positive adjustment to Core Earnings upon the repayment at maturity of the 2018 Notes and redemption of the 2019 Notes as described above, (ii) $2.5 million of realized gains on interest rate swaps used to hedge a portion of our unsecured senior notes used to repay variable-rate secured financing and (iii) a $1.8 million decrease in interest expense primarily on our senior unsecured notes, all partially offset by (iv) a $3.2 million increase in base management fees.

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Liquidity and Capital Resources

Liquidity is a measure of our ability to meet our cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, make new investments where appropriate, pay dividends to our stockholders, and other general business needs. We closely monitor our liquidity position and believe that we have sufficient current liquidity and access to additional liquidity to meet our financial obligations for at least the next 12 months. Our strategy for managing liquidity and capital resources has not changed since December 31, 2017. Refer to our Form 10-K for a description of these strategies.

Cash Flows for the Nine Months Ended September 30, 2018 (amounts in thousands)


			VIE		Excluding Investing
	GAAP		Adjustments		and Servicing VIEs
Net cash provided by operating activities	$	174,647	$	3,879	$	178,526
Cash Flows from Investing Activities:
Origination and purchase of loans held-for-investment		(3,495,080)		—		(3,495,080)
Proceeds from principal collections and sale of loans		2,968,071		—		2,968,071
Purchase of investment securities		(312,339)		(140,022)		(452,361)
Proceeds from sales and collections of investment securities		361,773		104,516		466,289
Infrastructure lending business combination		(2,011,428)		—		(2,011,428)
Proceeds from sales and insurance recoveries on properties		105,548		—		105,548
Purchases and additions to properties and other assets		(44,741)		(27,737)		(72,478)
Net cash flows from other investments and assets		15,659		—		15,659
Net cash used in investing activities		(2,412,537)		(63,243)		(2,475,780)
Cash Flows from Financing Activities:
Proceeds from borrowings		6,845,138		—		6,845,138
Principal repayments on and repurchases of borrowings		(3,880,450)		—		(3,880,450)
Payment of deferred financing costs		(63,219)		—		(63,219)
Proceeds from common stock issuances, net of offering costs		437		—		437
Payment of dividends		(378,096)		—		(378,096)
Contributions from non-controlling interests		9,066		—		9,066
Distributions to non-controlling interests		(247,147)		527		(246,620)
Purchase of treasury stock		(12,090)		—		(12,090)
Issuance of debt of consolidated VIEs		26,849		(26,849)		—
Repayment of debt of consolidated VIEs		(166,387)		166,387		—
Distributions of cash from consolidated VIEs		76,294		(76,294)		—
Net cash provided by financing activities		2,210,395		63,771		2,274,166
Net decrease in cash, cash equivalents and restricted cash		(27,495)		4,407		(23,088)
Cash, cash equivalents and restricted cash, beginning of period		418,273		(5,726)		412,547
Effect of exchange rate changes on cash		(757)		—		(757)
Cash, cash equivalents and restricted cash, end of period	$	390,021	$	(1,319)	$	388,702

The discussion below is on a non-GAAP basis, after removing adjustments principally resulting from the consolidation of the Securitization VIEs under ASC 810. These adjustments principally relate to (i) purchase of CMBS, RMBS, loans and real estate from consolidated VIEs, which are reflected as repayments of VIE debt on a GAAP basis and (ii) principal collections of CMBS and RMBS related to consolidated VIEs, which are reflected as VIE distributions on a GAAP basis. There is no significant net impact to cash flows from operations or to overall cash resulting from these consolidations. Refer to Note 2 of the Condensed Consolidated Financial Statements for further discussion.

Cash and cash equivalents decreased by $23.1 million during the nine months ended September 30, 2018, reflecting net cash provided by operating activities of $178.5 million and net cash provided by financing activities of $2.3 billion, partially offset by net cash used in investing activities of $2.5 billion.

Net cash provided by operating activities of $178.5 million for the nine months ended September 30, 2018 related primarily to cash interest income of $373.2 million from our loan origination and conduit programs and cash

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interest income on investment securities of $121.7 million. Net rental income provided cash of $170.0 million and servicing fees provided cash of $96.9 million. Offsetting these cash inflows was originations and purchases of loans held-for-sale, net of proceeds from principal collections and sales of $143.5 million, cash interest expense of $241.2 million, general and administrative expenses of $110.2 million, management fees of $71.1 million, business combination costs of $8.5 million and a net change in operating assets and liabilities of $12.3 million.

Net cash used in investing activities of $2.5 billion for the nine months ended September 30, 2018 related primarily to the acquisition of the Infrastructure Lending Segment for $2.0 billion, the origination and acquisition of new loans held-for-investment of $3.5 billion, the purchase of investment securities of $452.4 million and the purchase of properties and other assets of $72.5 million, partially offset by the proceeds received from principal collections and sales of loans of $3.0 billion, investment securities of $466.3 million and sale/recovery of properties of $105.5 million.

Net cash provided by financing activities of $2.3 billion for the nine months ended September 30, 2018 related primarily to borrowings on our secured debt, net of repayments and deferred loan costs, of $2.8 billion, including $1.5 billion to finance the acquisition of the Infrastructure Lending Segment, and net borrowings after repayments of our unsecured debt of $102.2 million, partially offset by dividend distributions of $378.1 million and net distributions to non-controlling interests of $237.6 million. The net distributions to non-controlling interests were principally related to the Q1 2018 and Q3 2018 Closings of the Woodstar II Portfolio acquisition.

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Our Investment Portfolio

Commercial and Residential Lending Segment

The following table sets forth the amount of each category of investments we owned across various property types within our Commercial and Residential Lending Segment as of September 30, 2018 and December 31, 2017 (dollars in thousands):


											Unlevered
	Face		Carrying			Asset Specific		Net			Return on
	Amount		Value			Financing		Investment		Vintage	Asset
September 30, 2018
First mortgages (1)	$	6,492,916	$	6,471,018		$	3,386,558	$	3,084,460	1997-2018	6.9	%
Subordinated mortgages		188,266		188,402			23,008		165,394	1998-2018	11.8	%
Mezzanine loans (1)		351,866		352,300			—		352,300	2005-2018	11.7	%
Other loans		28,677		25,274			—		25,274	1999-2017	12.7	%
Loans held-for-sale, fair value option, residential		607,616		626,719			499,661		127,058	2013-2018	6.1	%
Loans held-for-sale, commercial		94,000		93,062			69,767		23,295	2018	4.6	%
Loans transferred as secured borrowings		74,692		74,281			74,148		133	N/A
Loan loss allowance		—		(32,056)			—		(32,056)	N/A
RMBS, available-for-sale		333,107		227,867			67,169		160,698	2003-2007	12.1	%
RMBS, fair value option		27,544		44,976	(2)		—		44,976	2018	8.4	%
CMBS, fair value option		23,484		23,485	(2)		7,650		15,835	2018	5.7	%
HTM securities (3)		409,131		408,836			63,238		345,598	2014-2018	7.2	%
Equity security		11,908		13,098			—		13,098	N/A
Investment in unconsolidated entities		N/A		34,334			—		34,334	N/A
	$	8,643,207	$	8,551,596		$	4,191,199	$	4,360,397

December 31, 2017
First mortgages (1)	$	5,839,827	$	5,815,008		$	2,636,881	$	3,178,127	1989-2017	6.7	%
Subordinated mortgages		177,386		177,115			—		177,115	1998-2014	11.8	%
Mezzanine loans (1)		545,355		545,299			—		545,299	2005-2017	11.5	%
Other loans		29,320		25,607			—		25,607	1999-2017	12.5	%
Loans held-for-sale, fair value option, residential		594,105		613,287			444,539		168,748	2013-2017	6.0	%
Loans transferred as secured borrowings		75,000		74,403			74,185		218	N/A
Loan loss allowance		—		(4,330)			—		(4,330)	N/A
RMBS, available-for-sale		366,711		247,021			117,534		129,487	2003-2007	10.0	%
HTM securities (3)		437,531		433,468			267,533		165,935	2013-2017	5.8	%
Equity security		12,350		13,523			—		13,523	N/A
Investment in unconsolidated entities		N/A		45,028			—		45,028	N/A
	$	8,077,585	$	7,985,429		$	3,540,672	$	4,444,757

(1)

(2)

Includes $45.0 million of RMBS and $23.5 million of CMBS reflected in “VIE liabilities” in accordance with ASC 810 as of September 30, 2018.

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(3)

CMBS held-to-maturity (“HTM”) and mandatorily redeemable preferred equity interests in commercial real estate entities.

As of September 30, 2018 and December 31, 2017, our Commercial and Residential Lending Segment’s investment portfolio, excluding loans held-for-sale, RMBS and other investments, had the following characteristics based on carrying values:


Collateral Property Type	September 30, 2018		December 31, 2017
Office	35.2	%	33.7	%
Hotel	22.2	%	16.8	%
Multifamily	13.0	%	9.4	%
Mixed Use	11.6	%	18.4	%
Residential	6.6	%	7.1	%
Retail	2.4	%	7.8	%
Industrial	1.9	%	2.3	%
Parking	1.6	%	2.2	%
Other	5.5	%	2.3	%
	100.0	%	100.0	%


Geographic Location	September 30, 2018		December 31, 2017
North East	28.6	%	31.5	%
West	24.4	%	21.6	%
South West	14.5	%	12.1	%
International	12.8	%	12.4	%
South East	7.3	%	12.6	%
Mid Atlantic	6.9	%	4.7	%
Midwest	5.5	%	5.1	%
	100.0	%	100.0	%

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Infrastructure Lending Segment

The following table sets forth the amount of each category of investments we owned within our Infrastructure Lending Segment as of September 30, 2018 (dollars in thousands):


									Unlevered
	Face		Carrying		Asset Specific		Net		Return on
	Amount		Value		Financing		Investment		Asset
September 30, 2018
First priority infrastructure loans and HTM securities	$	1,585,741	$	1,557,336	$	1,256,407	$	300,929	5.3	%
Loans held-for-sale, infrastructure		324,422		320,270		250,666		69,604	3.5	%
	$	1,910,163	$	1,877,606	$	1,507,073	$	370,533

As of September 30, 2018, our Infrastructure Lending Segment’s investment portfolio had the following characteristics based on carrying values:


Collateral Type	September 30, 2018
Natural gas power	56.5	%
Renewable power	28.9	%
Midstream/downstream oil & gas	7.9	%
Other thermal power	5.8	%
Upstream oil & gas	0.9	%
	100.0	%


Geographic Location	September 30, 2018
U.S. Regions:
North East	32.2	%
Midwest	15.8	%
South West	11.3	%
West	6.2	%
Mid-Atlantic	4.6	%
South East	3.8	%
International:
Mexico	10.8	%
United Kingdom	5.6	%
Ireland	2.7	%
Other	7.0	%
	100.0	%

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Property Segment

The following table sets forth the amount of each category of investments, which are comprised of properties, intangible lease assets and liabilities and our equity investment in the Retail Fund held within our Property Segment as of September 30, 2018 and December 31, 2017 (amounts in thousands):


	September 30, 2018		December 31, 2017
Properties, net	$	2,620,220	$	2,364,806
Properties held-for-sale		31,928		—
Lease intangibles, net		92,915		111,631
Investment in unconsolidated entities		112,110		110,704
	$	2,857,173	$	2,587,141

The following table sets forth our net investment and other information regarding the Property Segment’s properties and intangible lease assets and liabilities as of September 30, 2018 (dollars in thousands):


			Asset						Weighted Average
	Carrying		Specific		Net		Occupancy		Remaining
	Value		Financing		Investment		Rate		Lease Term
Office—Medical Office Portfolio	$	760,241	$	484,106	$	276,135	93.2	%	6.3 years
Office—Ireland Portfolio		507,863		324,800		183,063	99.7	%	10.1 years
Multifamily residential—Ireland Portfolio		18,490		11,816		6,674	100.0	%	0.3 years
Multifamily residential—Woodstar I Portfolio		622,241		407,740		214,501	98.0	%	0.5 years
Multifamily residential—Woodstar II Portfolio		559,886		439,013		120,873	99.6	%	0.5 years
Retail—Master Lease Portfolio		376,912		191,992		184,920	100.0	%	23.6 years
Industrial—Master Lease Portfolio		128,109		70,129		57,980	100.0	%	23.6 years
Subtotal—undepreciated carrying value		2,973,742		1,929,596		1,044,146
Accumulated depreciation and amortization		(228,679)		—		(228,679)
Net carrying value	$	2,745,063	$	1,929,596	$	815,467

As of September 30, 2018 and December 31, 2017, our Property Segment’s investment portfolio had the following geographic characteristics based on carrying values:


Geographic Location	September 30, 2018		December 31, 2017
Ireland	17.1	%	20.1	%
U.S. Regions:
South East	47.1	%	38.4	%
Midwest	10.7	%	12.2	%
South West	8.2	%	9.4	%
North East	7.7	%	8.8	%
West	7.5	%	9.2	%
Mid-Atlantic	1.7	%	1.9	%
	100.0	%	100.0	%

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Investing and Servicing Segment

The following table sets forth the amount of each category of investments we owned within our Investing and Servicing Segment as of September 30, 2018 and December 31, 2017 (amounts in thousands):


						Asset
	Face		Carrying			Specific		Net
	Amount		Value			Financing		Investment
September 30, 2018
CMBS, fair value option	$	2,983,800	$	1,027,554	(1)	$	345,540	$	682,014
Intangible assets - servicing rights		N/A		44,588	(2)		—		44,588
Lease intangibles, net		N/A		31,179			—		31,179
Loans held-for-sale, fair value option, commercial		288,270		286,786			188,170		98,616
Loans held-for-investment		3,460		3,460			—		3,460
Investment in unconsolidated entities		N/A		43,804			—		43,804
Properties, net		N/A		268,517			208,463		60,054
Properties held-for-sale		N/A		20,374			16,839		3,535
	$	3,275,530	$	1,726,262		$	759,012	$	967,250
December 31, 2017
CMBS, fair value option	$	3,098,574	$	1,024,143	(1)	$	145,456	$	878,687
Intangible assets - servicing rights		N/A		59,005	(2)		—		59,005
Lease intangibles, net		N/A		31,000			—		31,000
Loans held-for-sale, fair value option, commercial		132,393		132,456			66,377		66,079
Loans held-for-investment		3,796		3,796			—		3,796
Investment in unconsolidated entities		N/A		50,759			—		50,759
Properties, net		N/A		282,675			199,693		82,982
	$	3,234,763	$	1,583,834		$	411,526	$	1,172,308

(1)

Includes $1.0 billion of CMBS reflected in “VIE liabilities” in accordance with ASC 810 as of both September 30, 2018 and December 31, 2017.

(2)

Includes $22.8 million and $28.2 million of servicing rights intangibles reflected in “VIE assets” in accordance with ASC 810 as of September 30, 2018 and December 31, 2017, respectively.

Our REIS Equity Portfolio, as defined in Note 3 to the Condensed Consolidated Financial Statements, had the following characteristics based on carrying values of $282.9 million and $292.8 million as of September 30, 2018 and December 31, 2017, respectively:


Property Type	September 30, 2018		December 31, 2017
Office	55.9	%	38.5	%
Retail	24.4	%	37.5	%
Multifamily	7.9	%	12.5	%
Mixed Use	5.1	%	7.0	%
Self-storage	4.5	%	4.5	%
Hotel	2.2	%	—	%
	100.0	%	100.0	%


Geographic Location	September 30, 2018		December 31, 2017
South East	37.2	%	46.3	%
North East	22.7	%	14.0	%
South West	18.1	%	12.5	%
West	9.9	%	10.8	%
Midwest	6.9	%	7.5	%
Mid Atlantic	5.2	%	8.9	%
	100.0	%	100.0	%

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New Credit Facilities and Amendments

Refer to Notes 9 and 10 of our Condensed Consolidated Financial Statements for a detailed discussion of new credit facilities and amendments to existing credit facilities executed since December 31, 2017.

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Borrowings under Various Secured Financing Arrangements

The following table is a summary of our secured financing facilities as of September 30, 2018 (dollars in thousands):


					Pledged							Approved
					Asset		Maximum					but		Unallocated
	Current	Extended			Carrying		Facility			Outstanding		Undrawn		Financing
	Maturity	Maturity (a)	Pricing		Value		Size			Balance		Capacity (b)		Amount (c)
Lender 1 Repo 1	(d)	(d)	LIBOR + 1.60% to 5.75%		$	1,703,978	$	2,000,000		$	1,303,966	$	—	$	696,034
Lender 2 Repo 1	Apr 2020	Apr 2023	LIBOR + 1.50% to 2.35%			322,291		900,000	(e)		243,100		—		656,900
Lender 4 Repo 2	May 2021	May 2023	LIBOR + 2.00% to 3.25%			964,155		1,000,000			401,592		239,098		359,310
Lender 6 Repo 1	Aug 2021	N/A	LIBOR + 2.00% to 2.75%			654,464		600,000			507,545		—		92,455
Lender 6 Repo 2	Oct 2022	Oct 2023	GBP LIBOR + 2.75%, EURIBOR + 2.25%			515,755		431,056			403,685		—		27,371
Lender 7 Repo 1	Sep 2021	Sep 2023	LIBOR + 1.75% to 2.25%			—		250,000			—		—		250,000
Lender 10 Repo 1	May 2021	May 2023	LIBOR + 1.50% to 2.75%			200,425		164,840			160,480		—		4,360
Lender 11 Repo 1	Jun 2019	Jun 2020	LIBOR + 2.75%			—		200,000			—		—		200,000
Lender 11 Repo 2	Sep 2019	Sep 2023	LIBOR + 2.00% to 2.75%			355,451		500,000			270,690		—		229,310
Lender 12 Repo 1	Jun 2021	Jun 2024	LIBOR + 2.10% to 2.45%			57,322		250,000			43,500		—		206,500
Lender 13 Repo 1	(f)	(f)	LIBOR + 1.50%			18,407		200,000			14,824		—		185,176
Lender 7 Secured Financing	Feb 2021	Feb 2023	LIBOR + 2.25%	(g)		353,449		650,000	(h)		159,453		136,645		353,902
Lender 8 Secured Financing	Aug 2019	N/A	LIBOR + 4.00%			—		—			—		—		—
Conduit Repo 2	Nov 2018	Nov 2019	LIBOR + 2.25%			122,728		200,000			94,600		—		105,400
Conduit Repo 3	Feb 2020	Feb 2021	LIBOR + 2.10%			125,108		150,000			94,508		—		55,492
MBS Repo 1	(i)	(i)	N/A			—		—			—		—		—
MBS Repo 2	Sep 2020	N/A	LIBOR + 1.65% to 2.25%			100,526		69,777			69,777		—		—
MBS Repo 3	(j)	(j)	LIBOR + 1.32% to 1.85%			752,458		365,812			365,812		—		—
MBS Repo 4	(k)	N/A	LIBOR + 1.70%			163,558		110,000			25,000		72,276		12,724
MBS Repo 5	Jun 2028	Dec 2028	4.14%			25,585		150,000			24,721		—		125,279
Investing and Servicing Segment Property Mortgages	Dec 2018 to Jun 2026	N/A	Various			244,184		218,019			203,165		—		14,854
Ireland Mortgage	May 2020	N/A	EURIBOR + 1.69%			468,926		338,525			338,525		—		—
Woodstar I Mortgages	Nov 2025 to Oct 2026	N/A	3.72% to 3.97%			361,415		276,748			276,748		—		—
Woodstar I Government Financing	Mar 2026 to Jun 2049	N/A	1.00% to 5.00%			302,061		131,746			131,746		—		—
Woodstar II Mortgages	Jan 2028 to Apr 2028	N/A	3.81% to 3.85%			505,079		417,669			417,669		—		—
Woodstar II Government Financing	Jun 2030 to Apr 2052	N/A	1.00% to 3.19%			161,987		27,018			27,018		—		—
Medical Office Mortgages	Dec 2021	Dec 2023	LIBOR + 2.50%			687,921		524,499			491,197		—		33,302
Master Lease Mortgages	Oct 2027	N/A	4.36% to 4.38%			459,504		265,900			265,900		—		—
Infrastructure Lending Facility	Sep 2021	Sep 2022	Various			1,877,606		2,127,267			1,536,477		—		590,790
Term Loan A	Dec 2020	Dec 2021	LIBOR + 2.25%	(g)		918,342		300,000			300,000		—		—
Revolving Secured Financing	Dec 2020	Dec 2021	LIBOR + 2.25%	(g)		—		100,000			—		95,398		4,602
FHLB	Feb 2021	N/A	Various			719,781		500,000			500,000		—		—
					$	13,142,466	$	13,418,876			8,671,698	$	543,417	$	4,203,761
Unamortized net premium											495
Unamortized deferred financing costs											(85,506)
										$	8,586,687

(a)

Subject to certain conditions as defined in the respective facility agreement.

(b)

Approved but undrawn capacity represents the total draw amount that has been approved by the lender related to those assets that have been pledged as collateral, less the drawn amount.

(c)

Unallocated financing amount represents the maximum facility size less the total draw capacity that has been approved by the lender.

(d)

(e)

The initial maximum facility size of $600.0 million may be increased to $900.0 million, subject to certain conditions.

(f)

(g)

Subject to borrower’s option to choose alternative benchmark based rates pursuant to the terms of the credit agreement.

(h)

The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.

(i)

Facility carries a rolling 11-month term which may reset monthly with the lender’s consent. This facility carries no maximum facility size.

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(j)

Facility carries a rolling 12-month term which may reset monthly with the lender’s consent. Current maturity is September 2019. This facility carries no maximum facility size. Amount herein reflects the outstanding balance as of September 30, 2018.

(k)

The date that is 270 days after the buyer delivers notice to seller, subject to a maximum date of May 2020.

As of September 30, 2018, Wells Fargo Bank, N.A. is our largest repurchase facility creditor through the Lender 1 Repo 1 facility and the MBS Repo 4 facility.

Refer to Note 9 of the Condensed Consolidated Financial Statements for further disclosure regarding the terms of our secured financing arrangements.

Variance between Average and Quarter-End Credit Facility Borrowings Outstanding

The following table compares the average amount outstanding under our secured financing agreements during each quarter and the amount outstanding as of the end of each quarter, together with an explanation of significant variances (amounts in thousands):


			Weighted-Average				Explanations
	Quarter-End		Balance During				for Significant
Quarter Ended	Balance		Quarter		Variance		Variances
December 31, 2017		5,813,447		5,885,681		(72,234)	N/A
March 31, 2018		5,596,955		5,573,668		23,287	N/A
June 30, 2018		6,263,085		5,813,312		449,773	(a)
September 30, 2018		8,671,698		6,918,063		1,753,635	(b)

(a)

The Commercial and Residential Lending Segment funded 63% of the second quarter’s total loan fundings during June, which resulted in the Company drawing on its secured financing agreements near quarter end to finance the additional loan fundings.

(b)

The Infrastructure Lending Segment acquisition closed on September 19, 2018, which resulted in the funding of $1.5 billion under the new Infrastructure Lending Facility.

Borrowings under Unsecured Senior Notes

During the three months ended September 30, 2018 and 2017, the weighted average effective borrowing rate on our unsecured senior notes was 4.9% and 5.6%, respectively. During the nine months ended September 30, 2018 and 2017, the weighted average effective borrowing rate on our unsecured senior notes was 5.0% and 5.6%, respectively. The effective borrowing rate includes the effects of underwriter purchase discount and the adjustment for the conversion option on the convertible notes, the initial value of which reduced the balance of the notes.

Refer to Note 10 of our Condensed Consolidated Financial Statements for further disclosure regarding the terms of our unsecured senior notes.

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Scheduled Principal Repayments on Investments and Overhang on Financing Facilities

The following scheduled and/or projected principal repayments on our investments were based upon the amounts outstanding and contractual terms of the financing facilities in effect as of September 30, 2018 (amounts in thousands):


	Scheduled Principal		Scheduled/Projected		Projected/Required		Scheduled Principal
	Repayments on Loans		Principal Repayments		Repayments of		Inflows Net of
	and HTM Securities		on RMBS and CMBS		Financing		Financing Outflows
Fourth Quarter 2018	$	967,772	$	15,942	$	(228,134)	$	755,580
First Quarter 2019		453,350		40,282		(148,535)		345,097
Second Quarter 2019		628,533		22,871		(53,644)		597,760
Third Quarter 2019		296,955		14,443		(567,135)		(255,737)
Total	$	2,346,610	$	93,538	$	(997,448)	$	1,442,700

In the normal course of business, the Company is in discussions with its lenders to extend or amend any financing facilities which contain near term expirations.

Issuances of Equity Securities

We may raise funds through capital market transactions by issuing capital stock. There can be no assurance, however, that we will be able to access the capital markets at any particular time or on any particular terms. We have authorized 100,000,000 shares of preferred stock and 500,000,000 shares of common stock. At September 30, 2018, we had 100,000,000 shares of preferred stock available for issuance and 225,877,745 shares of common stock available for issuance.

Other Potential Sources of Financing

In the future, we may also use other sources of financing to fund the acquisition of our target assets, including other secured as well as unsecured forms of borrowing and sale of certain investment securities which no longer meet our return requirements.

Repurchases of Equity Securities and Convertible Senior Notes

In September 2014, our board of directors authorized and announced the repurchase of up to $250.0 million of our outstanding common stock over a period of one year. Subsequent amendments to the repurchase program approved by our board of directors in December 2014, June 2015, January 2016 and February 2017 resulted in the program being (i) amended to increase maximum repurchases to $500.0 million, (ii) expanded to allow for the repurchase of our outstanding convertible senior notes under the program and (iii) extended through January 2019. Purchases made pursuant to the program are made in either the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases are discretionary and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. During the nine months ended September 30, 2018, we repurchased $12.1 million of common stock and no convertible senior notes under the repurchase program. As of September 30, 2018, we have $250.1 million of remaining capacity to repurchase common stock and/or convertible senior notes under the repurchase program.

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Off-Balance Sheet Arrangements

We have relationships with unconsolidated entities and financial partnerships, such as entities often referred to as VIEs. Our maximum risk of loss associated with our involvement in VIEs is limited to the carrying value of our investment in the entity and any unfunded capital commitments. Refer to Note 14 of the Condensed Consolidated Financial Statements for further discussion.

Dividends

We intend to continue to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. We intend to continue to pay regular quarterly dividends to our stockholders in an amount approximating our net taxable income, if and to the extent authorized by our board of directors. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating and debt service requirements. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. Refer to our Form 10-K for a detailed dividend history.

The Company’s board of directors declared the following dividends during the nine months ended September 30, 2018:


Declare Date	Record Date	Payment Date	Amount		Frequency
8/8/18	9/28/18	10/15/18	$	0.48	Quarterly
5/4/18	6/29/18	7/13/18	$	0.48	Quarterly
2/28/18	3/30/18	4/13/18	$	0.48	Quarterly

Leverage Policies

Our strategies with regards to use of leverage have not changed significantly since December 31, 2017. Refer to our Form 10-K for a description of our strategies regarding use of leverage.

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Contractual Obligations and Commitments

Contractual obligations as of September 30, 2018 are as follows (amounts in thousands):


			Less than						More than
	Total		1 year		1 to 3 years		3 to 5 years		5 years
Secured financings (a)	$	8,671,698	$	506,023	$	2,128,389	$	2,617,142	$	3,420,144
Unsecured senior notes		2,055,908		105,908		500,000		950,000		500,000
Secured borrowings on transferred loans (b)		74,692		—		74,692		—		—
Loan funding commitments (c)		1,580,028		871,405		645,029		63,594		—
Infrastructure Lending Segment commitments (d)		454,420		418,437		35,983		—		—
Loan purchase commitments (e)		25,000		25,000		—		—		—
Future lease commitments		29,309		6,781		10,222		649		11,657
Total	$	12,891,055	$	1,933,554	$	3,394,315	$	3,631,385	$	3,931,801

(a)

Represents the contractual maturity of the respective credit facility, inclusive of available extension options. If investments that have been pledged as collateral repay earlier than the contractual maturity of the debt, the related portion of the debt would likewise require earlier repayment.

(b)

These amounts relate to financial asset sales that were required to be accounted for as secured borrowings. As a result, the assets we sold remain on our consolidated balance sheet for financial reporting purposes. Such assets are expected to provide match funding for these liabilities.

(c)

Excludes $242.0 million of loan funding commitments in which management projects the Company will not be obligated to fund in the future due to repayments made by the borrower earlier than, or in excess of, expectations.

(d)

Represents contractual commitments related to $199.5 million of delayed draw term commitments and $254.9 million of revolvers and LCs.

(e)

Represents the Company’s contractual commitments to purchase residential mortgage loans from a third party residential mortgage originator.

The table above does not include interest payable, amounts due under our management agreement, amounts due under our derivative agreements or amounts due under guarantees as those contracts do not have fixed and determinable payments.

Critical Accounting Estimates

Refer to the section of our Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” for a full discussion of our critical accounting estimates. Our critical accounting estimates have not materially changed since December 31, 2017.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We seek to manage our risks related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value while, at the same time, seeking to provide an opportunity to stockholders to realize attractive risk-adjusted returns through ownership of our capital stock. While we do not seek to avoid risk completely, we believe the risk can be quantified from historical experience and seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake. Our strategies for managing risk and our exposure to such risks have not changed materially since December 31, 2017. Refer to our Form 10-K, Item 7A for further discussion.

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Credit Risk

Our loans and investments are subject to credit risk. The performance and value of our loans and investments depend upon the owners’ ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our Manager’s asset management team reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary.

We seek to further manage credit risk associated with our Investing and Servicing Segment loans held-for-sale through the purchase of credit index instruments. The following table presents our credit index instruments as of September 30, 2018 and December 31, 2017 (dollars in thousands):


	Face Value of		Aggregate Notional Value of		Number of
	Loans Held-for-Sale		Credit Index Instruments		Credit Index Instruments
September 30, 2018	$	288,270	$	74,000	9
December 31, 2017	$	132,393	$	49,000	8

Capital Market Risk

We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under repurchase obligations or other debt instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise.

Interest Rate Risk

Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. We are subject to interest rate risk in connection with our investments and the related financing obligations. In general, we seek to match the interest rate characteristics of our investments with the interest rate characteristics of any related financing obligations such as repurchase agreements, bank credit facilities, term loans, revolving facilities and securitizations. In instances where the interest rate characteristics of an investment and the related financing obligation are not matched, we mitigate such interest rate risk through the utilization of interest rate derivatives of the same duration. The following table presents financial instruments where we have utilized interest rate derivatives to hedge interest rate risk and the related interest rate derivatives as of September 30, 2018 and December 31, 2017 (dollars in thousands):


			Aggregate Notional
	Face Value of		Value of Interest		Number of Interest
	Hedged Instruments		Rate Derivatives		Rate Derivatives
Instrument hedged as of September 30, 2018
Loans held-for-sale	$	588,270	$	548,000	38
RMBS, available-for-sale		333,107		109,000	3
Secured financing agreements		1,043,474		1,053,903	17
Unsecured senior notes		1,000,000		970,000	2
	$	2,964,851	$	2,680,903	60
Instrument hedged as of December 31, 2017
Loans held-for-sale	$	232,393	$	213,600	16
RMBS, available-for-sale		366,711		69,000	2
Secured financing agreements		1,051,458		1,009,180	16
Unsecured senior notes		500,000		470,000	1
	$	2,150,562	$	1,761,780	35

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The following table summarizes the estimated annual change in net investment income for our LIBOR-based investments and our LIBOR-based debt assuming increases or decreases in LIBOR and adjusted for the effects of our interest rate hedging activities (amounts in thousands, except per share data):


	Variable-rate
	investments and		3.0%		2.0%		1.0%		1.0%
Income (Expense) Subject to Interest Rate Sensitivity	indebtedness (1)		Increase		Increase		Increase		Decrease (2)
Investment income from variable-rate investments	$	8,962,579	$	263,619	$	175,590	$	87,560	$	(76,348)
Interest expense from variable-rate debt, net of interest rate derivatives		(6,606,040)		(204,497)		(138,239)		(70,531)		70,894
Net investment income from variable rate instruments	$	2,356,539	$	59,122	$	37,351	$	17,029	$	(5,454)
Impact per diluted shares outstanding			$	0.21	$	0.13	$	0.06	$	(0.02)

(1)

Includes the notional value of interest rate derivatives.

(2)

Assumes LIBOR does not go below 0%.

Foreign Currency Risk

We intend to hedge our currency exposures in a prudent manner. However, our currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amount of payments received on the related investments, and/or unequal, inaccurate, or unavailable hedges to perfectly offset changes in future exchange rates. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the benefit of the hedge counterparty, which could adversely affect our liquidity.

Consistent with our strategy of hedging foreign currency exposure on certain investments, we typically enter into a series of forwards to fix the U.S. dollar amount of foreign currency denominated cash flows (interest income, rental income and principal payments) we expect to receive from our foreign currency denominated investments. Accordingly, the notional values and expiration dates of our foreign currency hedges approximate the amounts and timing of future payments we expect to receive on the related investments.

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The following table represents our current currency hedge exposure as it relates to our investments denominated in foreign currencies, along with the aggregate notional amount of the hedges in place (amounts in thousands except for number of contracts, using the September 30, 2018 GBP closing rate of 1.3028, Euro (“EUR”) closing rate of 1.1610, Canadian Dollar (“CAD”) closing rate of 0.7749, and Australian Dollar (“AUD”) closing rate of 0.7228.


Carrying Value of Net Investment		Local Currency	Number of Foreign Exchange Contracts		Aggregate Notional Value of Hedges Applied		Expiration Range of Contracts
$	65,207	GBP	54		$	66,271	October 2018 – June 2019
	30,760	EUR	9			38,626	November 2018 – March 2022
	18,889	EUR	16			32,669	November 2018 – August 2022
	36,915	GBP	7			63,685	November 2018 – July 2020
	43,198	GBP	2			51,725	April 2021
	253	GBP	2			775	October 2018 – March 2019
	3,567	AUD	5			6,639	October 2018 – October 2019
	4,765	CAD	17			7,872	October 2018 – October 2022
	13,222	EUR	11			20,915	October 2018 – October 2022
	14,256	GBP	18			22,866	October 2018 – October 2022
	187,828	EUR	21	(1)		250,286	December 2018 – June 2020
	28,257	GBP	13			37,849	December 2018 – December 2021
	56,266	GBP	52			81,292	November 2018 – November 2021
	13,098	GBP	3			12,295	December 2018 – April 2019
$	516,481		230		$	693,765

(1)

These foreign exchange contracts hedge our EUR currency exposure created by our acquisition of the Ireland Portfolio.

Item 4. Controls and Procedures .

Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting. No change in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATIO N

Item 1. Legal Proceedings.

Currently, no material legal proceedings are pending or, to our knowledge, threatened or contemplated against us, that could have a material adverse effect on our business, financial position or results of operations.

Item 1A. Risk Factor s.

Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Form 10-K.

Risks Related to Our Investments

We may not realize all of the anticipated benefits of our recent acquisition of the Infrastructure Lending Segment or such benefits may take longer to realize than expected.

The success of our recent acquisition of the Infrastructure Lending Segment depends, in part, on our ability to realize the anticipated benefits from successfully integrating the Infrastructure Lending Segment with our company. The combination of this business with ours is a complex, costly and time-consuming process. As a result, we are required to devote significant management attention and resources to integrating the Infrastructure Lending Segment with the rest of our company. The integration process may disrupt our business and, if implemented ineffectively, could preclude us from realizing all of the potential benefits we expect to realize with respect to the acquisition. Our failure to meet the challenges involved in the integration could cause an interruption of, or a loss of momentum in, our business and could harm our results of operations. In addition, the integration may result in material unanticipated problems, expenses, liabilities, loss of business relationships and diversion of management’s attention, and may cause our stock price to decline. The difficulties relating to the integration process include, among others:

managing a new area of business;

the potential diversion of management focus and resources from other strategic opportunities and from operational matters and potential disruption associated with the acquisition;

maintaining employee morale and retaining key management and other employees;

integrating two unique business cultures;

the possibility of faulty assumptions underlying expectations regarding the integration process;

consolidating corporate and administrative infrastructures;

coordinating geographically separate organizations;

unanticipated issues in integrating information technology, communications and other systems;

unanticipated changes in applicable laws and regulations;

managing tax costs or inefficiencies associated with the integration process; and

suffering losses if we do not experience the anticipated benefits of the transaction.

The credit agreement entered into in connection with our recent acquisition of the Infrastructure Lending Segment contains various covenants that impose restrictions on certain of our subsidiaries that may affect our ability to operate our businesses.

The credit agreement entered into by certain of our subsidiaries in connection with our recent acquisition of the Infrastructure Lending Segment, which is referred to herein as the Infrastructure Lending Credit Agreement, imposes various affirmative and negative covenants that, subject to certain exceptions, restrict the ability of such subsidiaries to, among other things, incur debt, have liens on their property, and/or merge or consolidate with any other person or sell or

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convey certain of their assets to any one person, engage in certain transactions with affiliates and change the nature of their business. In addition, the Infrastructure Lending Credit Agreement also requires such subsidiaries to maintain a certain loan-to-value ratio. The ability of such impacted subsidiaries to comply with these provisions may be affected by events beyond our control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate such subsidiaries’ repayment obligations and could result in a default and acceleration under other agreements of ours and our other subsidiaries containing cross-default provisions. Under these circumstances, we and our subsidiaries might not have sufficient funds or other resources to satisfy all of our and our subsidiaries’ obligations.

For our recent acquisition of the Infrastructure Lending Segment to be successful, we must retain and motivate key employees, and failure to do so could seriously harm us. In addition, the success of our recent acquisition of the Infrastructure Lending Segment depends, in part, on our ability to leverage the capabilities of Starwood Energy Group.

The success of our recent acquisition of the Infrastructure Lending Segment largely depends on the skills, experience, industry contacts and continued efforts of management and other key personnel. As a result, for our recent acquisition of the Infrastructure Lending Segment to be successful, we must retain and motivate executives and other key employees. Employees from the Infrastructure Lending Segment may experience uncertainty about their future roles with us until or after strategies relating to the Infrastructure Lending Segment are executed. In addition, the marketplace for infrastructure debt professionals is highly competitive and other infrastructure debt providers may seek to recruit our executives and other key employees. These circumstances may adversely affect our ability to retain executives of the Infrastructure Lending Segment and other key personnel. We also must continue to motivate employees and keep them focused on our strategies and goals, which effort may be adversely affected as a result of the uncertainty and difficulties with integrating the Infrastructure Lending Segment with the rest of our company. If we are unable to retain executives and other key employees, the roles and responsibilities of such executive officers and employees will need to be filled either by existing or new officers and employees, which may require us to devote time and resources to identifying, hiring and integrating replacements for the departed executives and employees that could otherwise be used to integrate the Infrastructure Lending Segment with the rest of our company or otherwise pursue business opportunities. Moreover, because the marketplace for infrastructure debt professionals is highly competitive, there can be no assurance that we would be able to replace departing employees on a timely basis or at all without incurring significant expense.

In addition, we intend to leverage the existing capabilities of Starwood Energy Group, an affiliate of our Manager, with respect to our existing and future infrastructure debt investments, and our success depends, in part, on our ability to do so. Starwood Energy Group has no obligation to provide any services to us, and so our ability to access Starwood Energy Group’s existing capabilities is dependent on our ongoing relationship with our Manager and Starwood Capital Group. See “Item 1A. Risk Factors—Risks Related to Our Relationship with Our Manager” in our Form 10-K. Accordingly, there can be no assurance that we will continue to have access to Starwood Energy Group and its officers and key personnel.

Tax Considerations Relating to our Recent Acquisition of the Infrastructure Lending Segment.

The Infrastructure Lending Segment was acquired by, and is held in, one or more domestic or foreign subsidiaries in order to facilitate our financing of the acquisition of that portfolio and aid in the maintenance of our status as a REIT under the Code. The domestic subsidiary that initially acquired a significant portion of the pre-existing investment portfolio of the Infrastructure Lending Segment is disregarded as to our company for U.S. federal income tax purposes and we have elected to have other foreign and domestic subsidiaries that hold or will hold a portion of the pre-existing portfolio each treated as a taxable REIT subsidiary. With respect to newly originated infrastructure loans, we will hold such loans either in a subsidiary that is disregarded as to our company for U.S. federal income tax purposes or in foreign or domestic taxable REIT subsidiaries. See “Item 1A. Risk Factors—Risks Related to Our Taxation as a REIT—Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow” in the Form 10-K.

In addition, certain interest payments to any such domestic or foreign subsidiary made by the underlying borrowers with respect to the infrastructure loans may be subject to withholding taxes, which would reduce the net proceeds from such payments that are received by us.

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We are subject to the risks of investing in project finance.

With the completion of our acquisition of the Infrastructure Lending Segment, we are subject to the risks of investing in project finance. Infrastructure loans are subject to the risk of default, foreclosure and loss, and the risk of loss may be greater than similar risks associated with loans made on other types of assets. The loan structure for project finance relies primarily on the underlying project’s cash flows for repayment, with the project’s assets, rights and interests, together with the equity in the project company, typically pledged as collateral. Accordingly, the ability of the project company to repay a project finance loan is dependent upon the successful development, construction and/or operation of such project rather than upon the existence of independent income or assets of the project company. Moreover, the loans are typically non-recourse or limited recourse to the project sponsor, and the project company, as a special purpose entity, typically has no assets other than the project. Accordingly, if the project’s cash flows are reduced or are otherwise less than projected, the project company’s ability to repay the loan will likely be impaired. The Infrastructure Lending Segment has made and will continue to make certain estimates regarding project cash flows during the underwriting of its investments. These estimates may not prove accurate, as actual results may vary from estimates. A project’s cash flows can be adversely affected by, among other things:

if the project involves new construction,

cost overruns,

delays in completion,

availability of land, building materials, energy, raw materials and transportation,

availability of work force, management personnel and reliable contractors, and

natural disasters (fire, drought, flood, earthquake) and war, civil unrest and strikes affecting contractors, suppliers or markets;

shortfalls in expected capacity, output or efficiency;

the terms of the power purchase or other offtake agreements used in the project;

the creditworthiness of the project company and the project sponsor;

competition;

volatility in commodity prices;

technology deployed, and the failure or degradation of equipment;

fluctuations in exchange rates or interest rates, and inflation;

operation and maintenance costs;

sufficiency of gas and electric transmission capabilities;

licensing and permit requirements;

increased environmental or other applicable regulations; and

changes in national, international, regional, state or local economic conditions, laws and regulations.

In the event of any default under a project finance loan, we bear the risk of loss of principal to the extent of any deficiency between the value of the collateral, if any, and the principal and accrued interest of the loan, which could have a material adverse effect on our business, financial condition and results of operations. In the event of the bankruptcy of a project company, our investment will be deemed to be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession and our contractual rights may be unenforceable under state or other applicable law. Foreclosure proceedings against a project can be an expensive and lengthy process, which could have a substantial negative effect on our anticipated return on the foreclosed investment.

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The portfolio of our recently acquired Infrastructure Lending Segment is concentrated in the power industry, which subjects the portfolio to more risks than if the investments were more diversified.

Many of the investments in the portfolio of our recently acquired Infrastructure Lending Segment as of September 30, 2018 are focused in the power industry, including thermal power and renewable power, and approximately 62% as of September 30, 2018 relate to projects in the thermal power subsector. In addition, one of the loans in the portfolio as of September 30, 2018, which is in the renewables sector, represents more than 10% of the total commitments of the portfolio. If there is a downturn in the U.S. or global power industry generally, or in the thermal power, renewable power or other applicable power subsector specifically, the applicable infrastructure investments may default or not perform in accordance with expectations. In addition to the factors described above under “We are subject to the risks of investing in project finance”, the power industry and its subsectors can be adversely affected by, among other factors:

market pricing for electricity;

change in creditworthiness of the offtaker;

unforseen capital expenditures;

government regulation and policy change; and

world and regional events, politics and economic conditions.

In addition to investments focused in the power industry, our portfolio also contains investments related to projects in the midstream / downstream oil and gas industry and, to a lesser extent, the upstream oil and gas industry, which also subjects us to certain risks inherent in the oil and gas industry.

Loans to power projects or oil and gas projects may be adversely affected if production from the projects declines. Such declines may be caused by various factors, including, as applicable, decreased access to capital or loss of economic incentive to complete a project, depletion of resources, catastrophic events affecting production, labor difficulties, political events, environmental proceedings, increased regulations, equipment failures and unexpected maintenance problems, failure to obtain necessary permits, unscheduled outages, unanticipated expenses, inability to successfully carry out new construction or acquisitions, import or export supply and demand disruptions, or increased competition from alternative energy sources.

The default of one or more of the infrastructure loans to the power industry as a result of a downturn within the power industry generally, or within the thermal, renewable or other subsectors within the power industry specifically, or of one of the loans to the oil and gas industry as a result of a downturn in that industry, could have a material adverse effect on our business, financial condition and results of operations.

We may have difficulty meeting our obligations on the unfunded commitments of the infrastructure loans, which could have a material adverse effect on us.

As of September 30, 2018, the loans in the portfolio of our recently acquired Infrastructure Lending Segment had total commitments of approximately $2.4 billion, including approximately $454.4 million of unfunded commitments. Under certain circumstances, we may find it difficult to meet our remaining funding obligations with the existing infrastructure loans, or with respect to future infrastructure loans, from our ordinary operations. In such situations, in order to meet our then-existing funding obligations, we may be required to: (i) sell assets in adverse market conditions; (ii) borrow on unfavorable terms; or (iii) fund the infrastructure loans with amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. These alternatives could increase our costs or reduce our equity. Thus, compliance with the funding obligations with respect to the infrastructure loans may hinder our ability to grow, which could have a material adverse effect on our business, financial condition and results of operations. In the event that we are unable to meet our funding obligations with respect to one or more infrastructure loans, we would be in breach of such loan(s), which could damage our reputation and could result in a lawsuit being brought by the project company or others, which could result in substantial costs and divert our attention and resources.

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The power industry is subject to extensive regulation, which could adversely impact the business and financial performance of the projects to which our infrastructure loans relate.

The projects to which our infrastructure loans relate, which are focused in the power industry, are subject to significant and extensive federal, international, state and local governmental regulation, including how facilities are constructed, maintained and operated, environmental and safety controls, and the prices they may charge for the products and services they provide. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future that likely would increase compliance costs, which could adversely affect the business and financial performance of the projects. Any of the foregoing could result in a default on one or more of our investments, which could have a material adverse effect on our business, financial condition and results of operations.

We generally are not able to control the projects underlying our infrastructure loans.

Although the covenants in the financing documentation relating to the infrastructure loans generally restrict certain actions that may be taken by project companies (including restrictions on making equity distributions and incurring additional indebtedness), we generally are not able to control the projects underlying our infrastructure loans. As a result, we are subject to the risk that the project company may make business decisions with which we disagree or that the project company may take risks or otherwise act in ways that do not serve our interests.

Operation of a project underlying an infrastructure loan involves significant risks and hazards that may impair the project company’s ability to repay the loan, resulting in its default, which could have a material adverse effect on us.

The ongoing operation of a project underlying any of our infrastructure loans involves risks that include, as applicable, the breakdown or failure of equipment or processes or performance below expected levels of output or efficiency due to wear and tear, latent defect, design error or operator error or force majeure events, among other things. In addition to natural risks such as earthquake, flood, drought, lightning, wildfire, hurricane and wind, other hazards, such as fire, explosion, structural collapse and machinery failure, acts of terrorism or related acts of war, hostile cyber intrusions or other catastrophic events are inherent risks in the operation of a project. These and other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment and contamination of, or damage to, the environment and suspension of operations. Operation of a project also involves risks that the operator will be unable to transport its product to its customers in an efficient manner due to a lack of transmission capacity. Unplanned outages of a project, including extensions of scheduled outages due to mechanical failures or other problems, occur from time to time. Unplanned outages typically increase operation and maintenance expenses and may reduce revenues. While a project typically maintains insurance, obtains warranties from vendors and obligates contractors to meet certain performance levels, the proceeds of such insurance, warranties or performance guarantees may not cover the lost revenues, increased expenses or liquidated damages payments should the project experience equipment breakdown or non-performance by contractors or vendors. A project’s inability to operate its assets efficiently, manage capital expenditures and costs and generate earnings and cash flow could have a material adverse effect on the project company’s ability to repay the loan, which could result in its default. A default on one or more of the infrastructure loans could have a material adverse effect on our business, financial condition and results of operations.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of securities during the three months ended September 30, 2018.

Issuer Purchases of Equity Securities

There were no purchases of common stock during the three months ended September 30, 2018.

Item 3. Defaults Upon Senior Securitie s.

None.

Item 4. Mine Safety Disclosures .

Not applicable.

Item 5. Other Information .

None.

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Item 6. Exhibits.

(a) Index to Exhibits

INDEX TO EXHIBITS


Exhibit No.		Description

2.1		Asset Purchase Agreement, dated August 7, 2018, between Starwood Property Trust, Inc., as buyer, and GE Capital Global Holdings, LLC, as seller

10.1		Third Amended and Restated Credit Agreement, dated February 28, 2018, between Starwood Property Mortgage Sub-10, LLC and Starwood Property Mortgage Sub-10-A, LLC, as borrowers, and Bank of America, N.A., as administrative agent, and Amendment No. 1, dated August 1, 2018, to the Third Amended and Restated Credit Agreement between Starwood Property Mortgage Sub-10, LLC and Starwood Property Mortgage Sub-10-A, LLC, as borrowers, and Bank of America, N.A., as administrative agent *

10.2		Credit Agreement, dated September 19, 2018, by and among SPT Infrastructure Finance Sub-1, LLC, SPT Infrastructure Finance Sub-2, Ltd. and SPT Infrastructure Finance Sub-3, LLC, as borrowers and MUFG Bank, Ltd., as administrative agent *

31.1		Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2		Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

111

Table of Contents

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 thereunto duly authorized.


	STARWOOD PROPERTY TRUST, INC.

Date: November 9, 2018	By:	/s/ BARRY S. STERNLICHT
		Barry S. Sternlicht Chief Executive Officer Principal Executive Officer

Date: November 9, 2018	By:	/s/ RINA PANIRY
		Rina Paniry Chief Financial Officer, Treasurer, Chief Accounting Officer and Principal Financial Officer

112

Exhibit 2.1

ASSET PURCHASE AGREEMENT

dated as of August 7, 2018

by and between

GE Capital Global Holdings, LLC, as Seller,

and

Starwood Property Trust, Inc., as Buyer


Table of Contents

		Page
ARTICLE I

DEFINITIONS

Section 1.01.	Certain Defined Terms	1

ARTICLE II

PURCHASE AND SALE; CLOSING

Section 2.01.	Purchase and Sale of the Transferred Assets	1
Section 2.02.	Assignment of Certain Transferred Assets and Assumed Liabilities	3
Section 2.03.	Closing	5
Section 2.04.	Designated Buyer Entities	5

ARTICLE III

PURCHASE PRICE

Section 3.01.	Purchase Price	5
Section 3.02.	Certain Closing Deliverables	5
Section 3.03.	Closing Payment	6
Section 3.04.	Post-Closing Statements	7
Section 3.05.	Reconciliation of Post-Closing Statements	8
Section 3.06.	Post-Closing Adjustment	9
Section 3.07.	Payments and Computations	9
Section 3.08.	Tax Withholding	10

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Section 4.01.	Incorporation and Authority of the Seller Parties; Enforceability	11
Section 4.02.	Transferred Financing Contracts	11
Section 4.03.	No Conflict	13
Section 4.04.	Consents and Approvals	14
Section 4.05.	Portfolio Tapes	14
Section 4.06.	Absence of Certain Changes or Events	14
Section 4.07.	Absence of Litigation	14
Section 4.08.	Compliance with Laws	14
Section 4.09.	Employment and Employee Benefits Matters	15
Section 4.10.	Taxes	16
Section 4.11.	Fee Income	17
Section 4.12.	Intellectual Property	17


Section 4.13.	Related Party Contracts	17
Section 4.14.	Brokers	17
Section 4.15.	No Other Representations or Warranties	18

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Section 5.01.	Incorporation and Authority of Buyer	18
Section 5.02.	No Conflict	19
Section 5.03.	Consents and Approvals	19
Section 5.04.	Absence of Restraints; Compliance with Laws	19
Section 5.05.	Securities and Other Matters	20
Section 5.06.	Financial Ability	20
Section 5.07.	Brokers	22
Section 5.08.	Solvency	22
Section 5.09.	Investigation	22
Section 5.10.	No Other Representations and Warranties	23

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.01.	Conduct of Business Before the Closing	23
Section 6.02.	Access to Information	25
Section 6.03.	Confidentiality	27
Section 6.04.	Regulatory and Other Authorizations; Consents	28
Section 6.05.	Third Party Consents	30
Section 6.06.	Letters of Credit	30
Section 6.07.	Interest Rate Management; Guarantees	31
Section 6.08.	Cooperation	33
Section 6.09.	Agency Relationships	33
Section 6.10.	Monthly New Loan Reports	34
Section 6.11.	Financing	34

ARTICLE VII

POST-CLOSING COVENANTS

Section 7.01.	Access; Confidentiality	38
Section 7.02.	Rights to Seller Names and Seller Marks	39
Section 7.03.	Intellectual Property Covenants and License	40
Section 7.04.	Insurance	41
Section 7.05.	Preservation of Books and Records	41
Section 7.06.	Further Assurances	42
Section 7.07.	Exclusive Dealing	42
Section 7.08.	Participation Agreements	43


ARTICLE VIII

RESERVED

ARTICLE IX

TAX MATTERS

Section 9.01.	Pre-Closing Indemnification	43
Section 9.02.	Straddle Periods	43
Section 9.03.	Transfer Taxes	44
Section 9.04.	Refunds	44
Section 9.05.	Tax Cooperation	44
Section 9.06.	Post-Closing Actions	45

ARTICLE X

CONDITIONS TO CLOSING

Section 10.01.	Conditions to Obligations of Seller	45
Section 10.02.	Conditions to Obligations of Buyer	46
Section 10.03.	Frustration of Closing Conditions	47
Section 10.04.	Waiver of Closing Conditions	47

ARTICLE XI

TERMINATION

Section 11.01.	Termination	47
Section 11.02.	Notice of Termination	48
Section 11.03.	Effect of Termination	48

ARTICLE XII

INDEMNIFICATION

Section 12.01.	Survival	49
Section 12.02.	Indemnification by Seller	50
Section 12.03.	Indemnification by Buyer	51
Section 12.04.	Notification of Claims	52
Section 12.05.	Exclusive Remedies	53
Section 12.06.	Additional Indemnification Provisions	53
Section 12.07.	Mitigation	54
Section 12.08.	Third Party Remedies	54
Section 12.09.	Limitation on Liability	54
Section 12.10.	Characterization of Payments	54


ARTICLE XIII

MISCELLANEOUS

Section 13.01.	Rules of Construction	55
Section 13.02.	Expenses	56
Section 13.03.	Notices	56
Section 13.04.	Public Announcements	57
Section 13.05.	Severability	57
Section 13.06.	Assignment	58
Section 13.07.	No Third Party Beneficiaries	58
Section 13.08.	Entire Agreement	58
Section 13.09.	Amendments	59
Section 13.10.	Waiver	59
Section 13.11.	Agreement Controls	59
Section 13.12.	Governing Law	59
Section 13.13.	Dispute Resolution; Consent to Jurisdiction	59
Section 13.14.	Waiver of Jury Trial	60
Section 13.15.	Admissibility into Evidence	60
Section 13.16.	Remedies; Specific Performance	60
Section 13.17.	Non-Recourse	61
Section 13.18.	Interest	62
Section 13.19.	Disclosure Schedules and Exhibits	62
Section 13.20.	Privilege	62
Section 13.21.	Counterparts	63

EXHIBITS

Exhibit A	Definitions

DISCLOSURE SCHEDULES

BUYER DISCLOSURE SCHEDULES

This ASSET PURCHASE AGREEMENT, dated as of August 7, 2018 (the “ Agreement Date ”), is made by and between GE Capital Global Holdings, LLC, a Delaware limited liability company (“ Seller ” and, together with the Seller Designees, the “ Seller Parties ”), and Starwood Property Trust, Inc., a Maryland corporation (“ Buyer ” and, together with Seller, the “ Parties ”).

PRELIMINARY STATEMENTS

A. Each of the Seller Parties (other than Seller) is an Affiliate of Seller.

B. The Seller Parties desire to sell to Buyer, and Buyer desires, in the manner specified herein, to purchase from the Seller Parties all of the Transferred Assets (as hereafter defined), and to assume all of the Assumed Liabilities (as hereafter defined), in each case on the terms and subject to the conditions set forth in this Agreement.

C. Concurrently with the execution and delivery of this Agreement, Seller and Buyer have entered into (i) that certain Transition Services Agreement, dated as of the Agreement Date (the “ Transitional Services Agreement ”) and (ii) that certain Employee Matters Agreement, dated as of the Agreement Date (the “ Employee Matters Agreement ”), the effectiveness of each which shall conditioned upon the occurrence of the Closing.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Certain Defined Terms . Capitalized terms used in this Agreement have the meanings specified in Exhibit A .

ARTICLE II

PURCHASE AND SALE; CLOSING

Section 2.01. Purchase and Sale of the Transferred Assets .

(a) Transferred Assets . On the terms and subject to the conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.01(b) and Section 2.02 , at the Closing, Seller shall (and Seller shall cause each of its Affiliates and the other applicable Seller Parties to) sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from each such Seller Party, all of such Seller Party’s right, title and interest in, to and under the following assets, properties and rights, as the same shall exist immediately prior to the Closing free and clear of all Liens (other than Permitted Liens) (collectively, the “ Transferred Assets ”):

(i) (A) the Transferred Financing Contracts, (B) the contracts set forth in Section 2.01(a)(i) of the Disclosure Schedules and (C) any other agreements exclusively related to the Business whether entered into before, on or after the Agreement Date (other than, for the avoidance of doubt, any agreements entered into in connection with, or in contemplation of, the sale or possible sale of the Business to a third party) and, in each case, any and all rights thereunder (collectively, the “ Assumed Contracts ”);

(ii) all accounts, notes and other receivables exclusively arising from or relating to the Transferred Assets (which includes, without duplication, all accrued and unpaid interest and all Fees (including any overdue Fees accrued and not otherwise waived) that relate to any Transferred Assets but not any cash or cash equivalents held by any Seller Party or Affiliates thereof);

(iii) the Transferred Intellectual Property and all rights to sue or recover damages for past, present and future infringement, misappropriation or other violation thereof;

(iv) all rights, claims (including claims for indemnity and contribution), credits or rights of set-off against third parties exclusively arising from or relating to the Transferred Assets or the Assumed Liabilities, including in any collateral securing the Transferred Assets;

(v) the Transferred Books and Records;

(vi) all assets expressly assumed by Buyer pursuant to the Employee Matters Agreement; and

(vii) the assets set forth on Section 2.01(a)(vii) of the Disclosure Schedules.

(b) Excluded Assets . The Seller Parties and their Affiliates shall not sell, assign, transfer or convey to the Buyer and the Buyer shall not purchase any of the Seller Parties’ or any of their Affiliates’ right, title and interest in and to any assets of the Seller Parties and the Affiliates not included in the Transferred Assets (the “ Excluded Assets ”).

(c) Assumed Liabilities . On the terms and subject to the conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.01(d) , Buyer shall, effective at the Closing, assume and thereafter timely pay, discharge and perform in accordance with their terms, all Liabilities of the Seller Parties to the extent arising from or related to any of the Transferred Assets and not satisfied or extinguished, as the same shall exist on or after the Closing Date (the “ Assumed Liabilities ”). Without limiting the generality of the foregoing, subject to Section 2.01(d) , the Assumed Liabilities shall include the following Liabilities:

(i) all Liabilities reflected on the Final Settlement Statement;

(ii) all Liabilities arising under any of the Assumed Contracts, including any funding obligations arising under any such Assumed Contracts;

(iii) all Liabilities for Taxes imposed on, or arising with respect to, any of the Transferred Assets for any taxable period (or portion thereof) beginning after the Closing Date;

(iv) all Transfer Taxes;

(v) accrued but unpaid expenses relating to Continuing Employees (including any accrued but unpaid payroll, bonus, incentive compensation and other employee- related expenses), as finally determined and reflected in the Final Settlement Statement; and

(vi) all Employment Liabilities expressly transferred or assumed by Buyer or its Affiliates pursuant to the Employee Matters Agreement.

(d) Excluded Liabilities . Buyer is not assuming or agreeing to pay or discharge any Liabilities of the Seller Parties other than the Assumed Liabilities (all such Liabilities, collectively, the “ Excluded Liabilities ”). For the avoidance of doubt, the term “Excluded Liabilities” includes:

(i) all Liabilities of the Seller Parties or any of their respective Affiliates to the extent they did not arise from the Transferred Assets;

(ii) subject to Section 2.02 , any fees, costs and expenses incurred or subject to reimbursement by Seller or any of its Affiliates in connection with the preparation, negotiation and execution of the Transaction Agreements and the Transactions;

(iii) any Liability arising out of, relating to or incurred in connection with any securities (equity or debt) issued by any Seller Party;

(iv) any Liability for Taxes imposed on, or arising with respect to, the Business, the Business Employees or any of the Transferred Assets for any taxable period (or portion thereof) ending on or before the Closing Date; and

(v) any Liability expressly assumed or retained by the Seller Parties pursuant to the Employee Matters Agreement hereof, including the Excluded Employment Liabilities.

Section 2.02. Assignment of Certain Transferred Assets and Assumed Liabilities .

(a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent or other action of a third party (including any Government Authority), would constitute a breach or other contravention thereof or a violation of Law, unless and until such consent is obtained. Subject to Section 6.04 and Section 6.05 , Seller will, and will cause each of the other Seller Parties to, use its commercially reasonable efforts to seek any third party consent necessary for the transfer or assignment of any such Transferred Asset, claim, right or benefit to Buyer. Notwithstanding anything to the contrary herein, no Seller Party, nor any of their Affiliates, shall be required to compensate any third

party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Assumed Liability) to any third party in connection with the Seller Parties’ obligations under this Section 2.02(a) .

(b) If, as of the fifth Business Day prior to the Closing Date, any such third party consent in respect of a Transferred Asset has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, the Seller Parties and Buyer will, at the Closing, to the extent permitted under such Assumed Contracts and except with respect to any rights to act as Agent (which rights are the subject of Section 6.09 ), enter into customary arrangements under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset or Assumed Liability, claim, right or benefit in accordance with this Agreement (a “ Participation Agreement ”) and Seller would hold such Transferred Assets for Buyer, which arrangements will be in form satisfactory to the Parties, each acting reasonably, and such customary arrangements will include subcontracting, sublicensing or subleasing to Buyer such Transferred Asset, Assumed Liability, claim, right or benefit by entering into an arrangement under which (i) the Seller Parties would hold such Transferred Assets for Buyer and enforce for the benefit (and at the expense) of Buyer any and all of their rights against a third party associated with such Transferred Asset, Assumed Liability, claim, right or benefit, (ii) the Seller Parties would promptly pay to Buyer when received all monies received by them under any such Transferred Asset, Assumed Liability, claim, right or benefit (net of the Seller Parties’ expenses incurred in connection with any such arrangement contemplated by this Section 2.02(b) ), and (iii) notwithstanding any designation by Buyer pursuant to Section 2.04 , Buyer, at its expense, will perform (or cause each Designated Buyer Entity to perform) all of the Seller Parties’ obligations thereunder. Unless otherwise required by applicable Law or any Financing Contract, the Parties agree, in the case of a Transferred Asset that is the subject of an arrangement described in this Section 2.02(b) to which a Seller Party and Buyer (or an Affiliate of Buyer to which the relevant rights hereunder have been assigned in accordance with Section 13.06 ) are parties, (i) to treat, for applicable Tax purposes, (A) such Seller Party as the agent of Buyer (or such Affiliate) and (B) Buyer as the owner of such Transferred Asset and (ii) not to take any position that is inconsistent with such treatment. Without limiting the terms of any Participation Agreement, assuming Buyer and its Affiliates performance of their obligations pursuant to each Participation Agreement, Seller shall, and shall cause each of the other Seller Parties to, perform the obligations pursuant to each Participation Agreement for the term of such Participation Agreement.

(c) For the avoidance of doubt, any Transferred Asset or Assumed Liability or any claim or right or any benefit arising thereunder or resulting therefrom, subject to the arrangements pursuant to this Section 2.02 (including any Participation Agreement), shall be deemed a Transferred Asset or Assumed Liability for all purposes of this Agreement.

(d) Notwithstanding the foregoing, the Seller Parties shall have no obligation to seek any consent necessary for the transfer or assignment of any such Transferred Asset, Assumed Liability, claim, right or benefit to Buyer after the date that is 90 days following the Closing Date.

Section 2.03. Closing . The closing of the sale and purchase of the Transferred Assets and the assumption of the Assumed Liabilities (the “ Closing ”) shall take place at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York, at 9:00 a.m. (New York time) on the date that is the third Business Day after the date on which all Closing Conditions are satisfied or waived in writing (to the extent permitted by applicable Law) in accordance with Article X (other than those Closing Conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those Closing Conditions at the Closing), or on such other date or at such other time or place as the Parties may mutually agree in writing; provided , however , that, notwithstanding the foregoing, in no event shall the Closing occur earlier than September 17, 2018. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date .” For all purposes under this Agreement and each other Transaction Agreement, (x) all matters at the Closing will be considered to take place simultaneously and (y) the Closing shall be deemed effective as of 12:01 a.m. (New York time) on the Closing Date (the “ Effective Time ”).

Section 2.04. Designated Buyer Entities . Buyer shall have the right to designate that all or any portion of the Transferred Assets will be transferred at Closing to one or more Designated Buyer Entities and that all or a portion of the Assumed Liabilities will be assumed by one or more Designated Buyer Entities by making such designations in writing to Seller at any time prior to the third (3rd) Business Day prior to Closing (in each case, so long as such designation would not prevent or delay the transfer of such portion of the Transferred Assets to such Designated Buyer Entity at the Closing, including any transfer pursuant to Section 2.02 ). Seller agrees that it will transfer at the Closing the Transferred Assets in accordance with any such designations provided by Buyer pursuant to this Section 2.04 and such designee shall assume at the Closing the Assumed Liabilities, all in accordance with this Agreement. Buyer shall be entitled to designate as many controlled Affiliates of Buyer as Designated Buyer entities as Buyer determines to be appropriate. Notwithstanding anything to the contrary set forth in this Section 2.04 , no designation to any Designated Buyer Entity shall in any manner limit, affect or relieve Buyer’s obligations hereunder (or under any Participation Agreement).

ARTICLE III

PURCHASE PRICE

Section 3.01. Purchase Price . The aggregate consideration to be paid by Buyer (in accordance with Section 3.03(b) ) to Seller (for the benefit of the Seller Parties) for the sale of the Transferred Assets and the obligations of Seller set forth in this Agreement shall be (a) $2,163,408,083.05 in cash (the “ Purchase Price ”) (giving effect to any upward or downward Post-Closing Adjustment pursuant to Section 3.06 ); and (b) the assumption by Buyer of the Assumed Liabilities on the terms and subject to the conditions of this Agreement.

Section 3.02. Certain Closing Deliverables . At the Closing:

(a) Seller shall deliver or cause to be delivered to Buyer the following:

(i) a receipt for the Closing Payment, duly executed by Seller;

(ii) a counterpart of each assignment agreement, which, in the case of any Transferred Financing Contract, shall be substantially in the form of the relevant Standardized Form (collectively, the “ Assignment and Assumption Agreements ”), duly executed by the Seller Parties that are to transfer Transferred Assets to Buyer at the Closing;

(iii) the Cut-Off Date Portfolio Tape;

(iv) a certificate of non-foreign status that complies with Section 897 and Section 1445 of the Code, duly executed by each Seller Party that is organized in the U.S.; and

(v) a certificate of a duly authorized officer of Seller certifying as to the matters set forth in Section 10.02(a) .

(b) Buyer shall deliver or cause to be delivered to Seller the following:

(i) the Closing Payment, as specified in the Closing Notice, by wire transfer of immediately available funds, to an account or accounts as directed by Seller in the Closing Notice;

(ii) a counterpart of each Assignment and Assumption Agreement, duly executed by Buyer; and

(iii) a certificate of a duly authorized officer of Buyer certifying as to the matters set forth in Section 10.01(a) .

Section 3.03. Closing Payment .

(a) Not more than five (5) Business Days, but not fewer than three (3) Business Days, before the Closing Date, Seller shall prepare and deliver to Buyer good faith estimates of the Closing Transferred Assets Amount (the “ Estimated Closing Transferred Assets Amount ”) and either the resulting calculation of (x) the amount, if any, by which the Estimated Closing Transferred Assets Amount exceeds the Signing Date Transferred Assets Amount (the “ Estimated Closing Transferred Assets Excess Amount ”) or (y) the amount, if any, by which the Signing Date Transferred Assets Amount exceeds the Estimated Closing Transferred Assets Amount (the “ Estimated Closing Transferred Assets Shortfall Amount ”), as the case may be, and provide Buyer with a notice (the “ Closing Notice ”) that includes the following:

(i) a “ Statement of Estimated Closing Transferred Assets Amount ,” in the format set forth on Section 3.03(a)(i) of the Disclosure Schedule, which sets forth an illustrative calculation of the Closing Transferred Assets Amount assuming the amounts set forth therein were calculated based on the Signing Date Portfolio Information set forth in the Signing Date Portfolio Tape;

(ii) the amount to be paid by Buyer to Seller (for the benefit of the Seller Parties) at Closing (the “ Closing Payment ”), which shall be an amount equal to the

Purchase Price either (A) plus the Estimated Closing Transferred Assets Excess Amount or (B) minus Estimated Closing Transferred Assets Shortfall Amount; and

(iii) the account or accounts to which Buyer shall pay the Closing Payment.

(b) At the Closing, Buyer shall pay to Seller (for the benefit of the Seller Parties) an aggregate amount equal to the Closing Payment. The Closing Payment and other payments made to Seller under this Agreement shall be paid to Seller for its own account and as agent for the account of the other Seller Parties.

Section 3.04. Post-Closing Statements .

(a) As promptly as practicable (but no later than sixty (60) days after the Closing Date), Seller shall prepare and deliver to Buyer a statement (the “ Initial Settlement Statement ”) setting forth the Closing Transferred Assets Amount, which shall be in the format set forth on Section 3.03(a)(i) of the Disclosure Schedule. The Initial Settlement Statement shall include supporting schedules and all other relevant details to enable a detailed review by Buyer thereof.

(b) In connection with Seller’s preparation of the Initial Settlement Statement, to the extent Seller does not have all relevant information in its possession, Buyer shall promptly, and in any event within such time frame as reasonably required by Seller, make available to Seller and its Representatives all relevant information and the individuals in Buyer’s and Buyer’s Affiliates’ employ and responsible for and knowledgeable about the information to be used in the preparation of the Initial Settlement Statement to respond to the reasonable inquiries of, or requests for information by, Seller or its Representatives.

(c) During the sixty (60)-day period immediately following Buyer’s receipt of the Initial Settlement Statement and the other information referred to in Section 3.04(a) (the “ Review Period ”), Buyer and its Representatives shall be permitted to review Seller’s work papers used to prepare the Initial Settlement Statement, and Seller shall reasonably promptly, make available the individuals in its and its Affiliates’ employ or engagement who are responsible for and knowledgeable about the information used in, and the preparation of, the Initial Settlement Statement in each case who are reasonably necessary to respond to the reasonable inquiries of, or requests for information by, Buyer or its Representatives.

(d) Seller agrees that, following the Closing through the date that the Final Settlement Statement becomes conclusive and binding upon the Parties in accordance with this Article III , it will not (and will cause its Affiliates not to) take any actions with respect to any books, records, policies or procedures on which the Initial Settlement Statement is based or on which the Final Settlement Statement is to be based that are inconsistent with the past practice of the Business or that would impede or delay the determination of the Closing Transferred Assets Amount or the preparation of the Notice of Disagreement or the Final Settlement Statement in the manner and utilizing the methods required by this Agreement.

Section 3.05. Reconciliation of Post-Closing Statements .

(a) Buyer shall notify Seller in writing (the “ Notice of Disagreement ”) before the expiration of the Review Period if Buyer does not agree with the Initial Settlement Statement or the Closing Transferred Assets Amount set forth therein. The Notice of Disagreement shall set forth in reasonable detail the basis for such dispute, the amounts involved and Buyer’s determination of the Closing Transferred Assets Amount. If Buyer does not deliver a Notice of Disagreement before the expiration of the Review Period, or if Buyer notifies Seller in writing during the Review Period that it will not submit a Notice of Disagreement before the expiration of the Review Period, then the Initial Settlement Statement shall become conclusive and binding on the Parties and shall be deemed to be the Final Settlement Statement.

(b) During the forty-five (45)-day period immediately following the delivery of a Notice of Disagreement (the “ Consultation Period ”), Seller and Buyer shall seek in good faith to resolve all differences that they may have with respect to the matters specified in the Notice of Disagreement.

(c) If, at the end of the Consultation Period, Seller and Buyer have been unable to resolve all differences that they may have with respect to the matters specified in the Notice of Disagreement, Seller and Buyer shall each have the right to submit all (but not less than all) matters that remain in dispute with respect to the Notice of Disagreement (along with copies of the Initial Settlement Statement and Notice of Disagreement marked to indicate those line items that are not in dispute) to PricewaterhouseCoopers LLP, or if PricewaterhouseCoopers LLP is unable or unwilling to serve in such capacity, Ernst & Young LLP (and if both PricewaterhouseCoopers LLP and Ernst & Young LLP are unable or unwilling to serve in such capacity, to such other internationally recognized public accounting firm as shall be agreed upon in writing by Seller and Buyer, or, if applicable, appointed pursuant to the last sentence of this Section 3.05(c)) (the “ Independent Accounting Firm ”). The Parties shall instruct the Independent Accounting Firm to, within thirty (30) days after the selection of the Independent Accounting Firm, evaluate the appropriate amount of each line item in the Initial Settlement Statement as to which Seller and Buyer disagree as set out in the Notice of Disagreement, and to make a final determination in writing, binding on the Parties, of the appropriate amount with respect to each such line item by selecting in its entirety for such line item either the position submitted by Seller or the position submitted by Buyer pursuant to this Section 3.05(c) that the Independent Accounting Firm believes is, or is closest to, the most accurate calculation with respect to such disputed line item. The Independent Accounting Firm shall only consider issues raised in the Initial Settlement Statement or the Notice of Disagreement. A copy of all materials submitted to the Independent Accounting Firm pursuant to this Section 3.05(c) shall be provided by Seller or Buyer, as applicable, to the other Party concurrently with the submission thereof to the Independent Accounting Firm. The Independent Accounting Firm shall adopt in its entirety the position of one of the Parties on each disputed line item and shall not choose any other figure for any such disputed line item but, for the avoidance of doubt, may adopt one Party’s position on some line items and the other Party’s position on other line items. During such determination period, the Independent Accounting Firm also shall (i) prepare a statement setting forth the Closing Transferred Assets Amount based upon all line items not disputed by the Parties and the line items determined by the Independent Accounting Firm and (ii) determine the amount of the Closing Transferred Assets Amount reflected on such statement, in each case, in accordance with

this Agreement, which determination shall be conclusive and binding on the Parties, absent manifest error. The statement of the Closing Transferred Assets Amount that is conclusive and binding on the Parties, as determined either through agreement of the Parties pursuant to Sections 3.05(a) or 3.05(b) , or through the action of the Independent Accounting Firm pursuant to this Section 3.05(c) , is referred to as the “ Final Settlement Statement .” In the event that the parties are unable to, where applicable, agree on the appointment of an internationally recognized public accounting firm to serve as the Independent Accounting Firm for a period of thirty (30) days or more, each party is hereby authorized to cause such appointment to be made by the ICC International Centre for ADR in accordance with the rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce (the “ ICC ”).

(d) The cost of the Independent Accounting Firm’s review and determination (including any costs of the ICC, if applicable) shall be borne by the Party whose aggregate position with respect to the Closing Transferred Assets Amount is further from the Closing Transferred Assets Amount as determined by the Independent Accounting Firm pursuant to Section 3.05(c) and set forth in the Final Settlement Statement or, if the aggregate positions of each Party with respect to the Closing Transferred Assets Amount are equidistant from the Closing Transferred Assets Amount as determined by the Independent Accounting Firm pursuant to Section 3.05(c) , then the cost of the Independent Accounting Firm’s review and determination shall be borne equally by the Parties. During the review by the Independent Accounting Firm, Buyer and Seller and their respective accountants will each make available to the Independent Accounting Firm interviews with such individuals, and such information, books and records and work papers, as may be reasonably required by the Independent Accounting Firm to fulfill its obligations under Section 3.05(c) ; provided , however , that the accountants of Seller or Buyer shall not be obliged to make any work papers available to the Independent Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after the Independent Accounting Firm has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

Section 3.06. Post-Closing Adjustment . For purposes of this Agreement, “ Post- Closing Adjustment ” means (a) the amount of Closing Transferred Assets Amount set forth in the Final Settlement Statement less (b) the Estimated Closing Transferred Assets Amount set forth in the Statement of Estimated Closing Transferred Assets Amount. If the Post-Closing Adjustment is a positive amount, then Buyer shall pay in cash to Seller the amount of the Post- Closing Adjustment, in accordance with Section 3.07 . If the Post-Closing Adjustment is a negative amount, then Seller (on behalf of itself and as agent for the account of the other Seller Parties) shall pay in cash to Buyer an amount equal to the absolute value of the Post-Closing Adjustment, in accordance with Section 3.07 . Any payment pursuant to this Section 3.06 shall be made within three (3) Business Days after the Final Settlement Statement becomes such, together with interest thereon at the Interest Rate calculated and payable in cash in accordance with Section 13.18 .

Section 3.07. Payments and Computations . Except for the payment of the Closing Payment (which shall be paid at the Closing), each Party shall make each payment due to another Party not later than 5:00 p.m. (New York time) on the day when due. All payments (including the Closing Payment) shall be paid by wire transfer of immediately available funds to the

account or accounts designated in advance by the Party receiving such payment. All computation of interest shall be made in accordance with Section 13.18 .

Section 3.08. Tax Withholding . Buyer shall not deduct or withhold any Taxes from any amounts payable pursuant to this Agreement unless such deduction or withholding of Taxes is required under applicable Law. In the event any applicable Law requires the deduction or withholding of any Tax from any such payments, then, in accordance with this Section 3.08 , Buyer shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Taxing Authority in accordance with applicable Law. Buyer shall use good faith efforts to notify the Seller at least five (5) Business Days prior to Closing of any deduction or withholding that it reasonably believes may be required to be made by it pursuant to this Section 3.08 , and shall consider in good faith any claim by the Seller that, and shall reasonably cooperate with Seller to determine if, such deduction or withholding is not required under applicable Law, and GE will (i) provide any information and documentation requested by Buyer that is reasonably necessary to demonstrate or evidence an exemption from (or reduction in) any such deduction or withholding, and (ii) reasonably cooperate with the completion or filing of any withholding or similar tax certificate that can be completed or filed to demonstrate an exemption from (or reduction in), or to determine the amount of, any such deduction or withholding; provided that if the Parties are unable to agree on such amount within five (5) Business Days or such longer period as reasonably agreed to by the Parties, Seller shall have the opportunity, at Seller’s expense, to deliver to Buyer within five (5) Business Days a should-level opinion of a law firm or accounting firm, reasonably satisfactory to Buyer in form and substance and upon which Buyer can rely, to the effect that such withholding should not be required under the relevant Law and (i) if such opinion is provided and determined by Buyer to be reasonably satisfactory in form and substance to Buyer, Buyer shall not deduct or withhold from the applicable payment under such Law, and, if the applicable payment has already been made to a Seller Party (for the avoidance of doubt, less the disputed amount), Buyer shall pay the disputed amount to the Seller Party, and (ii) in the absence of such an opinion, Buyer shall be entitled to deduct and withhold from the applicable payment in accordance with such Law (and Seller shall be responsible for any late payment penalties and interest resulting from the failure of Seller to provide such an opinion or from the failure to timely pay over any such deduction or withholding to the applicable governmental authority as a result of the provisions of this Section 3.08 (for the avoidance of doubt, except to the extent that such late payment penalties and interest result from Buyer’s gross negligence or willful misconduct)). To the extent that amounts are so deducted and withheld in accordance with this Section 3.08 and remitted to the appropriate Taxing Authority, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Seller Party.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer that, except as set forth in the Disclosure Schedules:

Section 4.01. Incorporation and Authority of the Seller Parties; Enforceability .

(a) Section 4.01(a) of the Disclosure Schedules sets forth a true, correct and complete list of all the Affiliates of Seller that conduct the Business or own any of the Transferred Assets (collectively, the “ Seller Designees ”).

(b) Each Seller Party is a corporation or other entity duly incorporated or formed, validly existing and, to the extent legally applicable, in good standing under the Laws of its jurisdiction of incorporation or formation, except for jurisdictions in which the failure to be so qualified or in good standing would not be reasonably expected to materially delay or impair the ability of a Seller Party to consummate the Seller Transactions or otherwise perform its obligations under the Seller Transaction Agreements to which a Seller Party is party. Each Seller Party has the requisite corporate or other appropriate power to execute, deliver and perform its obligations under the Seller Transaction Agreements (including the consummation of the Seller Transactions) to which it is a party. Each Seller Party (i) has the requisite corporate or other power to operate its business with respect to the Transferred Assets that it owns as now conducted, and (ii) is duly qualified as a foreign corporation or other organization to do business, and to the extent such concept is legally applicable, is in good standing, with respect to the Business, in each jurisdiction in which the nature of its activities makes such qualification or standing necessary, except where the failure to be so qualified or in good standing has not materially delayed or impaired the ability of a Seller Party to consummate the Seller Transactions or otherwise perform its obligations under the Seller Transaction Agreements to which a Seller Party is party.

(c) The execution, delivery and performance by each Seller Party of the Seller Transaction Agreements to which it is a party have been (or, in the case of a Seller Party other than Seller, will be prior to the Closing) duly authorized by all requisite corporate or organizational action on the part of such Seller Party. This Agreement has been duly executed and delivered by Seller, and upon execution and delivery thereof, the other Seller Transaction Agreements will be duly executed and delivered by the Seller Parties party thereto, and (assuming due authorization, execution and delivery thereof by the other parties hereto and thereto) this Agreement constitutes, and upon execution and delivery thereof, the other Seller Transaction Agreements will constitute, legal, valid and binding obligations of the Seller Parties party thereto, enforceable against the Seller Parties party thereto in accordance with their respective terms, subject to the Bankruptcy and Equity Exception.

Section 4.02. Transferred Financing Contracts .

(a) Assuming the validity and enforceability of the obligations of the other lenders under the Financing Contract or “facility” in respect of each Transferred Financing Contract, each such Transferred Financing Contract is valid, binding and enforceable by the Seller Parties party thereto against the Obligor thereunder in accordance with its written terms, except as may be limited by the Bankruptcy and Equity Exception. To the Knowledge of Seller, no Transferred Financing Contract is subject to any right of rescission, counterclaim or defense affecting the validity, binding nature or enforceability by the Seller Parties thereto against the Obligors thereunder in accordance with the terms thereof.

(b) Each Transferred Financing Contract constitutes and arose out of an arms- length bona fide business transaction entered into in the ordinary course of business of a Seller Party and (i) to the extent originated by a Seller Party or any Affiliate thereof, was originated in all material respects in compliance with applicable Laws and Seller’s standard credit and underwriting guidelines, as in effect at the time of any such origination (subject to any exceptions documented in the Transferred Books and Records in respect of such Transferred Financing Contract) and (ii) otherwise, to the Knowledge of Seller, was originated in all material respects in compliance with applicable Laws. The know-your-customer diligence with respect to the Obligor under each Transferred Financing Contract was done consistent with applicable Law and Seller’s past practice as of the time such Transferred Financing Contract was originated or acquired by Seller or its applicable Affiliate.

(c) One of the Seller Parties is the sole legal and beneficial owner of all right, title and interest in and to each Transferred Financing Contract free and clear of any Liens (other than Permitted Liens). No Transferred Financing Contract is subject to any participation or other economic or ownership interest of any Person other than a Seller Party.

(d) No Transferred Financing Contract is subject to any debt subordination agreement, participation agreement, owner trust agreement or collateral sharing agreement that is not reflected in the Transferred Books and Records in respect of such Transferred Financing Contract.

(e) To the extent that the Seller Parties have a right pursuant to the applicable Transferred Financing Contract to deliver or receive certain notices referenced in this Section 4.02(e) or the right to consent to amendments, modifications, waivers, satisfactions, cancellations, extensions or releases in respect of such applicable Transferred Financing Contract:

(i) (x) no Seller Party has, nor to the Knowledge of Seller, has any other lender, agent or servicer, delivered written notice to (or received written notice from) any Obligor with respect to a loan arising under a Transferred Financing Contract of an “Event of Default” with respect to such loan in the twelve (12) month period preceding the Agreement Date, (y) to the Knowledge of the Seller, there is no “Default” or “Event of Default” which is continuing as of the date hereof and has not been waived and (z) as of the date hereof, no Seller Party has, nor to the Knowledge of the Seller, has any other lender, agent or servicer, executed any written satisfaction, cancellation or release that would operate to release any Obligor under a Transferred Financing Contract from any material Liability with respect to the applicable Transferred Financing Contract; and

(ii) to the Knowledge of Seller, all material amendments, modifications, waivers, extensions, cancellations and releases in respect of any Transferred Financing Contract are in writing.

(f) Except for such ancillary, collateral or other support agreements or instruments in respect of Transferred Financing Contracts that are customarily held by the agent (unless a Seller Party is such agent) and not distributed to the Seller Parties, Seller has made available to Buyer true and complete copies of all Transferred Financing Contracts (other than

those agreements and instruments described in clause (3) of the definition of “Financing Contract”) and all material amendments, modifications, waivers, extensions, cancellations and releases.

(g) None of the Seller Parties is in material breach of or material default under any Transferred Financing Contract, and no other event has occurred which, with notice and/or lapse of time, would constitute a material default by any Seller Party thereunder.

(h) To the extent that a Seller Party serves as the Agent with respect to a Transferred Financing Contract, such Transferred Financing Contract has been administered in accordance with, in all material respects, the terms thereof and Seller’s applicable standard servicing and operating procedures as in effect from time to time.

(i) True, complete and correct copies of the credit and underwriting guidelines of Seller and/or the Business with respect to the Transferred Financing Contracts have been made available to Buyer. Such credit and underwriting guidelines comply in all material respects with applicable Law.

(j) Each Financing Contract with respect to which a Participation Agreement would not be permitted pursuant to the express terms of such Financing Contract is set forth on Section 4.02(j) of the Disclosure Schedules.

Section 4.03. No Conflict .

(a) Provided that all Consents listed on Section 4.03(a) of the Disclosure Schedules and Section 4.04 of the Disclosure Schedules have been obtained, except as may result from any facts or circumstances relating to Buyer, the execution, delivery and performance by the Seller Parties party thereto of the Seller Transaction Agreements do not and will not:

(i) violate or conflict with in any respect the certificate or articles of incorporation or bylaws or similar organizational documents of any of the Seller Parties;

(ii) conflict with or violate in any material respect any Law or Order applicable to the Seller Parties or the Business; or

(iii) result in any material breach of, or constitute a material default under, or give to any Person any right to terminate, amend, accelerate or cancel, or result in the creation of any material Lien (other than a Permitted Lien) on any Transferred Asset pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other material instrument to which any of the Seller Parties (with respect to the Transferred Assets) is a party or by which any of the Transferred Assets are bound.

(b) Except as set forth on Section 4.03(b) of the Disclosure Schedules, there is no action or proceeding pending or threatened against any Seller Party or any of its Affiliates by or before any Government Authority in respect of the Transferred Assets or Assumed Liabilities that, individually or in the aggregate, would or would reasonably be expected to impede the ability of any Seller Party to consummate the Seller Transactions in any respect.

Section 4.04. Consents and Approvals . The execution, delivery and performance by the Seller Parties of the Seller Transaction Agreements do not and will not require any Consent, waiver or other action by, or any filing with or notification to, any Government Authority by any Seller Party, except (a) in connection with applicable filing, notification, waiting period or approval requirements under applicable Antitrust Laws, (b) where the failure to obtain such Consent or waiver, or to take such action or make such filing or notification would not materially impair or delay the ability of the Seller Parties to consummate the Seller Transactions or otherwise perform their respective obligations under the Seller Transaction Agreements, (c) as may be necessary as a result of any facts or circumstances relating to Buyer or Buyer’s Affiliates or (d) for the Consents and filings listed on Section 4.04 of the Disclosure Schedules.

Section 4.05. Portfolio Tapes . The Signing Date Portfolio Information set forth in the Signing Date Portfolio Tape (other than the information under field titled “GE Commitment (local)”) is true, correct, complete and accurate in all material respects as of June 30, 2018. The Signing Date Portfolio Information set forth in the Signing Date Portfolio Tape under the field titled “GE Commitment (local)” is true, correct, complete and accurate as of June 30, 2018. The Cut-Off Date Portfolio Information to be set forth in the Cut-Off Date Portfolio Tape (other than the information under the field titled “GE Commitment (local)”) shall be true, correct, complete and accurate in all material respects as of the close of business on the date thereof. The Cut-Off Date Portfolio Information to be set forth in the Cut-Off Date Portfolio Tape under the field titled “GE Commitment (local)” shall be true, correct, complete and accurate as of the close of business on the date thereof.

Section 4.06. Absence of Certain Changes or Events . Except as contemplated by the Transaction Agreements or as set forth on Section 4.06 of the Disclosure Schedules: (a) since February 1, 2018 through the Agreement Date, the origination, underwriting and syndication practices of the Business have been conducted in all material respects in the ordinary course consistent with past practice; and (b) since December 31, 2015 through the Agreement Date, there has not been any Material Adverse Effect or any event that would materially impair or delay the ability of the Seller Parties to consummate the Seller Transactions or otherwise perform their respective obligations under the Seller Transaction Agreements.

Section 4.07. Absence of Litigation . Except (x) for such Actions in respect of the project underlying any Transferred Financing Contract to which lenders such as the Seller Parties in their capacity as noteholders bondholders, certificate holders, secured parties or obligees are not party or (y) as set forth on Section 4.07 of the Disclosure Schedules, since June 30, 2016: (a) there has been no material Action (i) pending or, to the Knowledge of Seller, threatened in writing against or involving any Seller Party (solely to the extent related to the Business, any of the Transferred Assets or any of the Assumed Liabilities), the Business, any of the Transferred Assets or any of the Assumed Liabilities, or (ii) to the Knowledge of Seller, initiated or threatened by or on behalf of a Seller Party in respect of the Transferred Assets; (b) none of the Transferred Assets or Assumed Liabilities has been subject to or bound by any outstanding Order.

Section 4.08. Compliance with Laws . None of the Seller Parties is in violation in any material respect of any Laws or Orders applicable to the conduct of the Business.

Section 4.09. Employment and Employee Benefits Matters .

(a) Seller has provided to Buyer a true and accurate list as of the date of this Agreement of each individual who as of that date is primarily employed by Seller or any of its Affiliates in the Business (the “ Business Employees ”), identifying, in each case to the extent permitted by applicable Law, job title, job location, salary or wages (including, where applicable, current commission or bonus eligibility), date of hire and, where applicable, retention amount.

(b) Section 4.09(b)(i) of the Disclosure Schedules contains a complete and accurate list, as of the Agreement Date, of (i) each Benefit Plan sponsored, maintained or contributed to (or required to be so sponsored, maintained or contributed to) by Seller or any Affiliate or Subsidiary that is exclusively or primarily related to the Business Employees or their spouses and eligible dependents or beneficiaries and that are not Parent Plans (“ Business Plans ”) and (ii) all other material Benefit Plans which are sponsored, maintained or contributed to (or required to be so sponsored, maintained or contributed to) by GE or any of its Affiliates in which Business Employees participate or that may have any actual or contingent liability to any of the Business Employees, or their spouses, eligible dependents or beneficiaries (“ Parent Plans ”), and separately identifies whether each Benefit Plan is a Business Plan or a Parent Plan. Seller has previously made available to Buyer a true and complete copy (or, in the case of unwritten Benefit Plans, a written description) of each Business Plan.

(c) No Business Plan is (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA), (ii) a defined benefit pension plan, whether or not subject to Title IV of ERISA, or (iii) subject to Title IV of ERISA or Section 412 or 4971 of the Code, or provides for nonqualified deferred compensation or post-retirement or other post- employment health, medical, dental, disability hospitalization or life insurance benefits for any Business Employee or any dependent or beneficiary thereof, except as required to avoid excise Tax under Section 4980B of the Code or any similar provision of applicable Law.

(d) No Business Plan is a retirement plan intended to be qualified under Section 401(a) of the Code.

(e) Each Business Plan is and has been operated in accordance in all material respects with its terms and the requirements of all applicable Laws, including ERISA and the Code.

(f) No material Actions, investigations or claims are pending or, to the Knowledge of Seller, threatened in writing in connection with any Business Plan that would reasonably be expected to result in any liability to Buyer or any of its Affiliates.

(g) With respect to each Business Plan, all material contributions, premiums or payments required to be made have been made on or before their due dates (including permissible extensions) or properly accrued, and there are no material outstanding defaults or violations in respect thereof.

(h) Neither the execution and delivery of this Agreement nor the consummation of the Transactions (alone or in conjunction with any other event) will (i) result in any payment becoming due to any Business Employee or satisfy any prerequisite (whether

exclusive or non-exclusive) to any payment or benefit to any Business Employee, (ii) increase any benefits to any Business Employee under any Benefit Plan, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefits for any Business Employee under any Benefit Plan, (iv) trigger any other material obligation under, or result in the breach or violation of, any Business Plan or (v) limit or restrict the right of the Buyer to merge, amend or terminate any Business Plan on or after the Closing.

(i) Seller Parties are not a party to any collective bargaining agreement applicable to the Business Employees. As of the Agreement Date, to the Knowledge of Seller, there are no formal organizational campaigns, petitions or other material unionization activities seeking recognition of a bargaining unit in the Business, and no material unfair labor practice charges or other complaints or union representation questions are before the National Labor Relations Board or other labor board or Government Authority that, in either case, would reasonably be expected to affect the Business Employees. No material strikes, slowdowns or work stoppages are pending or, to the Knowledge of Seller, threatened with respect to the Business Employees, and no such strike, slowdown or work stoppage has occurred within the two (2) years immediately preceding the Agreement Date.

(j) With respect to the Business Employees, Seller Parties and their Affiliates are in compliance in all material respects with all applicable Laws relating to the employment of the Business Employees and have paid in full in all material respects all wages, salaries, commissions, other compensation and benefits and all levies, assessments, contributions and payments to third parties due to or on behalf of such employees. To the Knowledge of Seller, neither Seller Parties nor their Affiliates are subject to any pending investigation from any labor inspection or similar Government Authority with respect to the Business, and no litigation is currently pending against Seller Parties with respect to Business Employees, in each case that would reasonably be expected to result in a Material Adverse Effect. No obligations to comply with any Order in respect of any Business Employees are outstanding or unsatisfied in any material respect.

(k) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by Seller Parties in this Section 4.09 and Section 4.10 are the sole and exclusive representations and warranties made regarding employees, Business Employees, Business Plans, Parent Plans or other employment or employee benefits matters.

Section 4.10. Taxes .

(a) Each Seller Party has filed all material stand-alone Tax Returns with respect to the Business and the Transferred Assets that are required to be filed have been filed by each Seller Party, and all Taxes shown as due on such Tax Returns have been paid.

(b) Within the prior three (3) years no claim has ever been made in writing by a Taxing Authority in a jurisdiction where Taxes have never been paid or Tax Returns have never been filed with respect to the Business or the Transferred Assets asserting that any Seller Party is or may be subject to Taxes assessed by such jurisdiction with respect to the Business or the Transferred Assets.

(c) No deficiencies, claims or assessments for any material Taxes have been threatened, proposed, asserted or assessed in writing by a Taxing Authority against any Seller Party relating to a stand-alone Tax Return with respect to the Business or the Transferred Assets.

(d) No material stand-alone Tax Return has been announced by any Taxing Authority to be under audit for re-assessment of a Tax with respect to the Business or Transferred Assets, and no such audit has been threatened in writing.

(e) There are no liens for Taxes on the Transferred Assets other than Permitted Liens.

(f) All material amounts of Taxes required to be withheld by any Seller Party from any Business Employees for income Taxes, social security, payroll or other employment- related Taxes have been collected or withheld, and either paid to the respective Taxing Authorities, set aside in accounts for such purpose, or accrued, reserved against and entered upon the books of the Business.

(g) Notwithstanding anything in this Article IV to the contrary, the representations and warranties made by Sellers in Section 4.09 and this Section 4.10 are the sole and exclusive representations and warranties made regarding Taxes or other Tax matters.

Section 4.11. Fee Income . Section 4.11 of the Disclosure Schedules sets forth in all material respects the Fees received by the Business from Obligors under Transferred Financing Contracts (or other Financing Contracts then in effect) for the years ended December 31, 2015, December 31, 2016, and December 31, 2017.

Section 4.12. Intellectual Property . To the Knowledge of Seller, the operation of the Business as it is conducted as of the Agreement Date does not infringe upon or misappropriate the Intellectual Property of any third party in a manner that would reasonably be expected to have a Material Adverse Effect. To the Knowledge of Seller, as of the Agreement Date no Person is engaging in any activity that infringes upon or misappropriates the Transferred Intellectual Property, except for any such infringements that would not reasonably be expected to have a Material Adverse Effect. The Transferred Intellectual Property is free and clear of all exclusive licenses. Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by Seller in this Section 4.12 are the sole and exclusive representations and warranties made regarding the infringement or misappropriation of Intellectual Property.

Section 4.13. Related Party Contracts . Except as set forth on Section 4.14 of the Disclosure Schedules, none of the officers or directors of any of the Seller Parties is a party to or the beneficiary of any contract, instrument, agreement, undertaking or commitment (whether written or oral) that is binding on any of the Transferred Assets (other than an employment or similar contract).

Section 4.14. Brokers . Except for fees and expenses of Citigroup Global Markets Inc. (the “ Seller Banker ”), no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from the Seller Parties or any of their respective Affiliates in

connection with any Transaction. Seller is solely responsible for the investment advisory fees and expenses of the Seller Banker.

Section 4.15. No Other Representations or Warranties . Except in the event of any claim or cause of action arising out of, involving or otherwise in respect of actual and intentional fraud, and for the representations and warranties expressly set forth in this Article IV (as modified by the Disclosure Schedules), none of the Seller Parties or any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of the Seller Parties or any of their respective Affiliates, including any representation or warranty regarding any Seller Party, any Transferred Assets, any Liabilities of any Seller Party, or any other Person, any Assumed Liabilities, the Business, any Transaction or any other rights or obligations to be transferred pursuant to the Transaction Agreements, and the Seller Parties hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by or on behalf of any Seller Party or any other Person. Except in the event of any claim or cause of action out of, involving or otherwise in respect of actual and intentional fraud, and for the representations and warranties expressly set forth in this Article IV (as qualified by the Disclosure Schedules), Seller hereby disclaims all Liability and responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to Buyer or any of Buyer’s Affiliates or any Representatives of Buyer or any of Buyer’s Affiliates, including omissions therefrom. Without limiting the foregoing, no Seller Party makes any representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates regarding the success, profitability or value of the Transferred Assets or the Business.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller, that, except as set forth in the Buyer Disclosure Schedules:

Section 5.01. Incorporation and Authority of Buyer . Buyer is a corporation or other entity duly incorporated or formed, validly existing and, to the extent legally applicable, in good standing under the Laws of its jurisdiction of incorporation or formation and has the requisite corporate or other appropriate power to execute, deliver and perform its obligations under the Buyer Transaction Agreements (including the consummation of the Buyer Transactions). The execution, delivery and performance of the Buyer Transaction Agreements by Buyer have been duly authorized by all requisite corporate or organizational action on the part of Buyer, and no shareholder or other similar approval is required in connection with Buyer’s execution, delivery and performance of the Buyer Transaction Agreements. This Agreement has been, and upon execution and delivery thereof, the other Buyer Transaction Agreements will be, duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and upon execution and delivery thereof, the other Buyer Transaction Agreements will constitute, legal, valid and binding obligations of

Buyer enforceable against Buyer in accordance with their respective terms, subject to the Bankruptcy and Equity Exception.

Section 5.02. No Conflict . Provided that all Consents and other actions described in Section 5.03 have been obtained, except as may result from any facts or circumstances relating to the Seller Parties or their Affiliates, the execution, delivery and performance by Buyer of the Buyer Transaction Agreements do not and will not:

(i) violate or conflict with the certificate or articles of incorporation or bylaws or similar organizational documents of Buyer;

(ii) conflict with or violate any Law or Order applicable to Buyer; or

(iii) result in any breach of, or constitute a default under, or give to any Person any right to terminate, amend, accelerate or cancel, or result in the creation of any Lien on any assets or properties of Buyer pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other material instrument to which Buyer or any of its Subsidiaries or Affiliates is a party or by which any of such assets or properties is bound, except, in the case of the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, rights or Liens as would not reasonably be expected to materially impair or delay the ability of Buyer to consummate the Buyer Transactions or otherwise perform its obligations under the Buyer Transaction Agreements.

Section 5.03. Consents and Approvals . The execution, delivery and performance by Buyer of the Buyer Transaction Agreements do not and will not require any Consent, waiver or other action by, or any filing with or notification to, any Government Authority, except (a) in connection with applicable filing, notification, waiting period or approval requirements under applicable Antitrust Laws, (b) where the failure to obtain such Consent or waiver, to take such action, or to make such filing or notification, would not materially impair or delay the ability of Buyer to consummate the Buyer Transactions or otherwise perform its obligations under the Buyer Transaction Agreements, (c) as may be necessary as a result of any facts or circumstances relating to the Seller Parties or their respective Affiliates or (d) for the Consents and filings listed on Section 5.03 of the Buyer Disclosure Schedules. Buyer is not aware of any reason why any necessary Consent or waiver or other action by any Government Authority will not be received or obtained in order to permit consummation of the Buyer Transactions on a timely basis or to permit Buyer to otherwise perform its obligations under the Buyer Transaction Agreements.

Section 5.04. Absence of Restraints; Compliance with Laws .

(a) To the Knowledge of Buyer, no facts or circumstances exist that would reasonably be expected to impair or delay the ability of Buyer to consummate the Buyer Transactions or otherwise perform its obligations under the Buyer Transaction Agreements.

(b) Buyer is not in violation of any Laws or Orders applicable to the conduct of its business, except for violations the existence of which would not reasonably be expected to impair or delay the ability of Buyer to consummate the Buyer Transactions or otherwise perform its obligations under the Buyer Transaction Agreements.

(c) At Closing, Buyer and its Designated Buyer Entities will hold all material licenses and permits necessary to or required to hold, fund and service the Transferred Financing Contracts.

Section 5.05. Securities and Other Matters . Buyer is an “accredited investor” (as such term is defined in Rule 501 of Regulation D under the Securities Act). The Transferred Financing Contracts are being acquired by Buyer for its own account, and not with a view to, or for the offer or sale in connection with, any public distribution or sale of the Transferred Financing Contracts or any interest in them. Buyer has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Transferred Financing Contracts, including the risk of transacting on the basis of inferior information, and Buyer is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Transferred Financing Contracts. Buyer acknowledges that the Transferred Financing Contracts have not been registered under the Securities Act, or any securities Laws of any state or other jurisdiction (U.S. or non-U.S.), and understands and agrees that it may not sell or dispose of any Transferred Financing Contracts except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and any other applicable securities Laws of any state or other jurisdiction (U.S. or non-U.S.). Buyer has reviewed the Transferred Financing Contracts made available to it on or prior to August 4, 2018 and, except as set forth under Section 5.05 of the Buyer Disclosure Schedules, is not aware of any reason it will not satisfy any requirement of a “transferee” (or term of similar import) under any such Transferred Financing Contracts, assuming all requisite notices are given and consents of the various parties as set forth on Section 4.03 of the Disclosure Schedules are received.

Section 5.06. Financial Ability .

(a) Buyer has delivered to Seller, on or prior to the date hereof, true and complete copies of executed commitment letters (including all related fee letters and side letters, including with respect to all related “flex” rights, and all exhibits, schedules, annexes, supplements and term sheets forming part thereof, provided that, in the case of any such fee letters, the existence or amount of fees or flex provisions set forth therein that would not adversely affect the amount or certainty of the Debt Financing may be redacted) addressed to Buyer dated August 7, 2018 and August 7, 2018, respectively (as amended or modified only in accordance with Section 6.11 , the “ Debt Commitment Letters ” or the “ Commitment Letters ”) from (i) MUFG Bank, Ltd. and (ii) Credit Suisse Loan Funding, LLC, Credit Suisse AG, Cayman Islands Branch and Citigroup Global Markets (collectively, together with their affiliates as described in such Debt Commitment Letters, the “ Lenders ”) pursuant to which the Lenders have committed to provide Buyer with debt financing for the Transactions in an aggregate amount of $2,707,045,000 (the “ Debt Financing ” or the “ Financing ” and the financing to be provided by MUFG Bank, Ltd., the “ MUFG Financing ”), which amount is (assuming that all rights to flex the terms of the Debt Financing are exercised to their maximum extent), assuming the satisfaction of the conditions set forth in Section 10.02 , greater than or equal to the full amount of the debt financing required to consummate the Transactions on the terms contemplated by the Transaction Agreements and in each case to pay all related fees and expenses required to be paid by Buyer at Closing pursuant to this Agreement.

(b) As of the Agreement Date, the Debt Commitment Letters are legal, valid and binding obligations of Buyer and, to the Knowledge of Buyer, the other parties thereto, are in full force and effect, and (to the Knowledge of Buyer with respect to the other parties thereto) are enforceable against the parties thereto in accordance with their terms, subject to the Bankruptcy and Equity Exception.

(c) As of the Agreement Date, there are no side letters or other contracts, agreements or understandings to which Buyer or any of its Affiliates is a party relating to the Financing other than (i) as expressly set forth in the Commitment Letters and (ii) customary engagement letter(s) or non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Financing.

(d) Except as specifically set forth in the Commitment Letters, (i) there are no conditions precedent to the obligations of the Lenders to fund the Debt Financing and (ii) there are no contingencies pursuant to any contract, agreement or other understanding relating to the Transactions to which Buyer or any of its Affiliates is a party that would permit any of the Lenders to reduce the total amount of the Financing or impose any additional condition precedent to the availability of the Financing.

(e) As of the Agreement Date, (i) none of the Commitment Letters has been amended or modified (and no such amendment or modification is contemplated as of the Agreement Date except as permitted pursuant to Section 6.11 ) and (ii) the respective commitments set forth in the Commitment Letters have not been withdrawn or rescinded in any respect (and, to the Knowledge of Buyer, no such withdrawal or rescission is contemplated as of the Agreement Date). To the Knowledge of Buyer, as of the Agreement Date, no event has occurred which would result in any breach by Buyer of, or constitute a default by Buyer under, any term or condition to closing of the Commitment Letters in the form attached hereto or otherwise result in any portion of the Financing contemplated thereby to be unavailable or delayed (assuming satisfaction of the conditions set forth in Section 10.02 ). As of the Agreement Date, assuming the satisfaction of the conditions set forth in Section 10.02 , Buyer (i) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in any of the Commitment Letters inaccurate in any material respect, (ii) has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Commitment Letters and (iii) has no reason to believe that any portion of the Financing required to consummate the Transactions will not be made available to Buyer on the Closing Date, including any reason to believe that any of the Lenders will not perform their respective funding obligations under the Commitment Letters in accordance with their respective terms and conditions. Buyer has fully paid any and all commitment fees and other fees and amounts required by the Debt Commitment Letters to be paid as of the Agreement Date, and will pay in full any other commitment fees and other fees and amounts required to be paid thereunder as and when they become payable.

(f) Buyer will have at the Closing (i) the resources and capabilities (financial and otherwise) to perform its obligations under the Transaction Agreements (including all payments to be made by it in connection herewith) and (ii) immediately available funds in connection with the Financing in an aggregate amount (after netting out applicable fees, expenses, original issue discount and similar premiums and charges provided under the Debt

Commitment Letters, and assuming that all rights to flex the terms of the Debt Financing are exercised to their maximum extent) that will enable Buyer to (x) consummate the Transactions on the terms contemplated by the Transaction Agreements and (y) pay all related fees and expenses required to be paid by Buyer at Closing pursuant to this Agreement and (iii) undertake its other obligations at Closing upon the terms contemplated by the Transaction Agreements. Buyer has not incurred any obligation, commitment, restriction or other Liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or other Liability of any kind, in either case which would impair or adversely affect such resources, funds or capabilities.

(g) The obligations of Buyer under this Agreement are not contingent on the availability of the Financing.

Section 5.07. Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from Buyer or any of Buyer’s Affiliates in connection with any Transaction, except for such fees or commission for which Buyer is solely responsible.

Section 5.08. Solvency . Assuming the satisfaction of the conditions set forth in Section 10.02 , immediately after giving effect to the consummation of the Transactions (including any financings being entered into in connection therewith):

(a) the fair saleable value (determined on a going concern basis) of the assets of Buyer and its Subsidiaries, taken as a whole, will be greater than the total amount of their Liabilities, taken as a whole;

(b) Buyer and its Subsidiaries, taken as a whole, will be solvent and able to pay their respective debts and obligations in the ordinary course of business as they become due;

(c) no transfer of property is being made and no obligation is being incurred in connection with the Transactions with the intent to hinder, delay or defraud either present or future creditors of any of Buyer and its Subsidiaries in connection with the Transactions. Buyer has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured; and

(d) Buyer and its Subsidiaries, taken as a whole, will have adequate capital to carry on their respective businesses and all businesses in which they are about to engage.

Section 5.09. Investigation . Buyer acknowledges and agrees that it (a) has completed such inquiries and investigations as it has deemed appropriate into, and, based thereon, has formed an independent judgment concerning, the Transferred Assets, the Assumed Liabilities, the Business and Transactions, and any other rights or obligations to be transferred, directly or indirectly, pursuant to the Transaction Agreements and (b) has been furnished with, or given access to, such projections, forecasts, estimates, internal ratings, appraisals, statements, promises, advice, data or information about the Seller Parties, the Transferred Assets, the Assumed Liabilities, the Business and any other rights or obligations to be transferred, directly or indirectly, pursuant to the Transaction Agreements, adequate for such purpose. Buyer further acknowledges and agrees that (x) the only representations and warranties made by Seller are the

representations and warranties expressly set forth in Article IV (as modified by the Disclosure Schedules) and Buyer has not relied upon any other express or implied representations, warranties or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or on behalf of Seller or any of its Affiliates, or any Representatives of Seller or any of its Affiliates or any other Person, including any projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the Seller Banker, or management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Buyer will not have any right or remedy arising out of any such representation, warranty or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information and (y) any claims Buyer may have for breach of any representation or warranty shall be based solely on the representations and warranties of Seller expressly set forth in Article IV (as modified by the Disclosure Schedules). Except as otherwise expressly set forth in this Agreement, Buyer understands and agrees that the Business, the Transferred Assets and the Assumed Liabilities are being furnished on an “as is, where is” basis subject to the representations and warranties contained in Article IV (as modified by the Disclosure Schedules) without any other representations or warranties of any nature whatsoever.

Section 5.10. No Other Representations and Warranties . Except for the representations and warranties set forth in this Article V , neither Buyer not any other Person acting on Buyer’s behalf has made, makes or shall be deemed to make any representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity.

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.01. Conduct of Business Before the Closing .

(a) Except as required by applicable Law or as otherwise expressly contemplated by or necessary pursuant to any Transaction Agreement, and except for matters identified on Section 6.01(a) of the Disclosure Schedules, during the Pre-Closing Period, unless Buyer otherwise consents in writing in advance (which consent shall not be unreasonably withheld, conditioned or delayed), Seller will, and will cause the other Seller Parties to, (A) conduct the Business in the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts consistent with past practice to preserve existing business relationships, operations, rights, goodwill and relationships with Business Employees, and others who conduct business with the Business, (C) use commercially reasonable efforts consistent with past practices to preserve and maintain intact the relationship with the Obligors in respect of Transferred Assets, and (D) solely with respect to the Business (including the Business Employees), the Transferred Assets and Assumed Liabilities, not do any of the following:

(i) grant any Lien (other than a Permitted Lien) except in the ordinary course of business consistent with past practice on any Transferred Asset (whether tangible or intangible);

(ii) sell, transfer, assign, convey, lease, sublease, license, offer to sell, abandon, let lapse or otherwise dispose of any Transferred Financing Contract or any other material Transferred Asset or the other material assets of the Business or grant any exclusive licenses to any material Transferred Intellectual Property, including through any syndication or participation transaction (in the case of any such other material Transferred Asset or the other such material assets of the Business, other than in the ordinary course of business consistent with past practice);

(iii) with respect to underwriting, originating, acquiring, syndicating or servicing (or buying or selling rights to service), any Transferred Assets, except as may be required by any Government Authority or the terms of any servicing, management, syndication or advisory agreement with respect to the Transferred Assets or in the ordinary course of business consistent with past practices, either (A) change any methods of operations of the Business, or (B) make any changes in the policies and practices of the Business;

(iv) (A) grant or announce any increase in the wages, salaries, compensation, bonuses, or incentives payable to any Business Employee, (B) establish or increase any benefits under any Benefit Plan (to the extent applicable to any Business Employee or Prospective Business Employee), (C) establish, adopt, enter into, terminate or amend any Benefit Plan, or make or promise any amendment or improvement in any Benefit Plan, (to the extent applicable to any Business Employee or Prospective Business Employee), except that the foregoing limitations, in the of case (A), (B) or (C), shall not apply with respect to (1) changes as required by Law, the terms of any Benefit Plan as in existence on the Agreement Date, (2) increases in wages, salaries, bonuses and incentives in the ordinary course of business and (3) changes to benefits that are applicable to the covered employees of the Business and Seller generally or that result from negotiations involving any labor union representing any employees of the Business;

(v) (A) enter into any contract or commitment to hire any individual who would become an employee of the Business or would be dedicated to providing services to the Business Employee (a “ Prospective Business Employee ”) other than to replace an individual whose employment has been terminated, (B) transfer any individual into a position such that he or she would cease to be a Business Employee (if he or she is a Business Employee as of the date hereof), or (C) transfer or reallocate the services of any employee of Seller or any of its Affiliates who is not a Business Employee such that she or he begins providing services primarily to the Business other than to replace an individual whose employment has been terminated;

(vi) enter into any settlement or release with respect to any Action relating to the Business other than (A) any settlement or release that contemplates only the payment of money in an amount not exceeding $2,500,000 without ongoing limits on the conduct or operation of the Business or with respect to any of the Transferred Assets and results in a full release of the claims giving rise to such Action, (B) any settlement or release involving the payment of liabilities reflected in the Disclosure Schedules or the Final Settlement Statement, or (C) any settlement or release of an Action brought by a Seller Party in the ordinary course of business consistent with past practice;

(vii) other than in the ordinary course of business, enter into any transactions, contracts or understandings with Affiliates (other than a Seller Party) that would be binding on the Transferred Assets after the Closing;

(viii) (A) (1) enter into amendments to Transferred Financing Contracts in effect as of the Agreement Date that provide for an increase of the facility size under such Financing Contracts or (2) enter into new Financing Contracts after the Agreement Date or (B) enter into or agree to materially amend or modify or, except as would not have a materially adverse effect on the properties, operations, or businesses of Buyer or the Business, grant any consent or waiver in respect of any Transferred Financing Contracts other than in the ordinary course of business consistent with past practice, and in accordance with Seller’s normal credit policies; or in connection with the consummation of the Transactions; or

(ix) enter into a joint venture, strategic alliance, sharing of profits, partnership or similar arrangement in respect of the Transferred Assets;

(x) prepare or file any Tax Return inconsistent with past practice, make or change any material tax election, make any material change in any annual accounting period or any tax accounting method, enter into any closing agreement or similar agreement relating to Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes or request any ruling or similar guidance with respect to Taxes, in each case, which action will be binding on Buyer post-Closing; or

(xi) enter into any legally binding commitment with respect to any of the foregoing (other than debt commitments made in the ordinary course of business to the extent not otherwise prohibited by this Section 6.01(a) ).

(b) Seller shall provide copies to Buyer promptly of (i) any Material Modifications (as such term is defined in the Debt Commitment Letter relating to the MUFG Financing) and (ii) to the extent actually received or delivered by any Seller Party, notice of any “Default” or “Event of Default” under any Transferred Financing Contract.

Section 6.02. Access to Information .

(a) During the Pre-Closing Period, upon reasonable prior notice, Seller shall, and shall cause each of the other Seller Parties to, (i) afford the Representatives of Buyer reasonable access, during normal business hours, to the properties, books and records of the Business and (ii) furnish to the Representatives of Buyer such additional financial and operating data and other information regarding the Business, the Transferred Assets or the Assumed Liabilities as Buyer or its Representatives may from time to time reasonably request for purposes of consummating the Transactions and preparing to own the Transferred Assets and Assumed Liabilities and operate the Business following the Closing.

(b) During the Pre-Closing Period, Seller and Buyer shall, and each shall cause their respective Affiliates to, cooperate with the other Party and its Affiliates to facilitate the obligations that will be assumed by Buyer and its Affiliates under the Employee Matters Agreement, including (i) providing (to the extent permitted by Law) such current information regarding the Business Employees or former employees of the Business on an ongoing basis as

may be necessary to facilitate determinations of eligibility for, and payments of benefits to, such employees (and their spouses and dependents, as applicable) under the Parent Plans and Business Plans, as applicable, and (ii) giving such assistance as either Party may reasonably require to comply with applicable Laws governing the transfer of employment from Seller or its Affiliates to Buyer or its Affiliates. Seller will provide to Buyer the names of each Business Employee after the Parties have established suitable data protection protocols.

(c) Buyer shall, and shall cause its Affiliates to, comply with all applicable Laws regarding the maintenance, use, sharing and processing of Seller Personal Data, including, but not limited to, (i) compliance with any applicable requirements to provide notice to, or obtain consent from, the data subject for processing of Seller Personal Data after the Closing Date, and (ii) taking any other steps necessary to comply with local data protection Laws, including, but not limited to, the execution of any separate agreements with Seller or its Affiliates to facilitate the lawful processing of certain Seller Personal Data (such agreements to be executed before or after the Closing Date, as necessary).

(d) Seller shall, and shall cause its Affiliates to, comply with all applicable Laws regarding the maintenance, use, sharing and processing of Seller Personal Data prior to the Closing Date, including, but not limited to, (i) compliance with any applicable requirements to provide notice to, or obtain consent from, the data subject for processing of Seller Personal Data before the Closing Date (including with respect to transfer of Seller Personal Data to Buyer or any of its Affiliates), and (ii) taking any other steps necessary to comply with local data protection Laws, including, but not limited to, the execution of any separate agreements with Buyer or its Affiliates to facilitate the lawful processing of certain Seller Personal Data (such agreements to be executed before or after the Closing Date as necessary, notwithstanding anything to the contrary above).

(e) Buyer shall, and shall cause its Affiliates to, share and otherwise process Seller Personal Data only on a need-to-know basis, only as legally permitted and only to the extent necessary to perform its obligations under the Transaction Agreements or Seller’s or its Affiliates’ further written instructions. Buyer and its Affiliates shall use reasonable, technical and organizational measures to ensure the security and confidentiality of Seller Personal Data in order to prevent, among other things, accidental, unauthorized or unlawful destruction, modification, disclosure, access or loss. Buyer agrees that, before the Closing Date, neither it nor its Affiliates shall disclose any Seller Personal Data to third parties without the express written approval of Seller or its Affiliates, unless required by applicable Law. Buyer or one of its Affiliates shall promptly inform Seller or one of its Affiliates of any breach of this security and confidentiality undertaking, unless prohibited from doing so by applicable Law.

(f) Notwithstanding anything in this Agreement to the contrary,

(i) in no event shall the Seller Parties or their respective Affiliates be obligated to provide any (1) access or information in violation of any applicable Law, (2) information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to those contemplated by this Agreement or any information or analysis relating to any such communications, (3) information the disclosure of which would

jeopardize any applicable privilege (including the attorney-client privilege) available to any of the Seller Parties or any of their respective Affiliates, relating to such information, (4) information that is not exclusively related to the Business, the Transferred Assets or the Assumed Liabilities and the disclosure of which would cause any Seller Party or any of their respective Affiliates to breach a confidentiality obligation to which it is bound as of the Agreement Date or (5) Tax Return of Seller or its Affiliates, other than any stand-alone non- income Tax Return of any Seller Party relating solely to the Business or the Transferred Assets;

(ii) the auditors and accountants of any of the Seller Parties or any of their respective Affiliates or the Business shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; and

(iii) before the Closing, without the prior written consent of Seller, which Seller may withhold for any reason, neither Buyer nor any of its Representatives shall contact (A) any employees of, suppliers to, or customers of, any Seller Party, or any of their respective Affiliates, (B) any Obligors or any of their Affiliates under any Transferred Financing Contracts, or (C) any issuers or beneficiaries of letters of credit with respect to any such Financing Contracts, in any such case in connection with or with respect to this Agreement, any other Transaction Agreement or any Transaction, or to otherwise discuss the business or operations of the Business; provided , that the Parties shall cooperate in good faith to facilitate communication to obtain any consent required to transfer or assign any Transferred Asset; and

(iv) no Seller Party shall be required, before the Closing, to disclose, or cause or seek to cause the disclosure of, to Buyer or its Affiliates or Representatives (or provide access to) any properties, books or records of Seller or any of its Affiliates that would reasonably be expected to result in the disclosure to such persons or others of, any confidential information relating to trade secrets, trademark, trade name, service mark or copyright applications or product development, or pricing and marketing plans, nor shall any Seller Party be required to permit or cause or seek to cause others to permit Buyer or its Affiliates or Representatives to have access to or to copy or remove from the properties of Seller or any of its Affiliates any documents, drawings or other materials that might reveal any such confidential information.

(g) If so requested by Seller, Buyer shall enter into a customary joint defense agreement or common interest agreement with one or more of the Seller Parties or any of their respective Affiliates with respect to any information provided to Buyer, or to which Buyer gains access, pursuant to this Section 6.02 or otherwise.

Section 6.03. Confidentiality .

(a) The terms of the Confidentiality Agreement are incorporated into this Agreement by reference and shall continue in full force and effect (and all obligations thereunder shall be binding upon Buyer and its Representatives (as defined in the Confidentiality Agreement) as if parties thereto) until the Closing, at which time the obligations under the Confidentiality Agreement shall terminate; provided , however , that Buyer’s confidentiality

obligations shall terminate only in respect of that portion of the Evaluation Material (as defined in the Confidentiality Agreement) exclusively relating to the Business and for all other Evaluation Material the Confidentiality Agreement shall continue in full force and effect in accordance with its terms. If for any reason the Closing does not occur, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms. The Parties agree that this Agreement constitutes Evaluation Material.

(b) Notwithstanding anything to the contrary in this Agreement or in the Confidentiality Agreement, during the Pre-Closing Period, Buyer and its Representatives shall have reasonable access to the Business Employees to conduct discussions regarding the terms and conditions of their employment with Buyer or one of its Affiliates from and after the Closing.

Section 6.04. Regulatory and Other Authorizations; Consents .

(a) Buyer shall use reasonable best efforts, and shall cause its Affiliates to use commercially reasonable efforts to, and Seller shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially reasonable efforts to, (i) promptly obtain all Consents, Permits and Orders of, and provide all notices to, all Government Authorities that are as of the Agreement Date, or become during the Pre-Closing Period, necessary for the execution and delivery of, and performance of its respective obligations pursuant to, the Transaction Agreements (including the consummation of the Transactions) (collectively, the “ Government Approvals ”) and (ii) upon the terms and subject to the conditions of this Agreement (including the last sentence of Section 6.04(b) and Section 6.04(e) ), take all such actions as may be requested by any such Government Authority to obtain such Government Approvals, licenses and Permits. Each Party shall cooperate with the reasonable requests of the other Party in seeking promptly to obtain all such Government Approvals.

(b) If required by applicable Law, Seller and Buyer shall make an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Agreement Date. Seller and Buyer shall submit or cause to be submitted as promptly as practicable all reports, documents, data, or materials required or reasonably requested by the U.S. Federal Trade Commission (“ FTC ”) or the Antitrust Division of the U.S. Department of Justice (“ DOJ ”) pursuant to the HSR Act or otherwise, including substantially complying with requests for additional information and documentary material concerning such Transactions. Seller and Buyer shall take such actions as reasonably required (including requesting early termination) so that any applicable waiting period specified in the HSR Act will expire or be terminated as soon as reasonably possible after the Agreement Date. In addition, each Party agrees to make promptly (and in any event within the required time periods for filing under applicable Law), any filing that is required by any other Antitrust Law with respect to the Transactions, and respond as promptly as practicable to any inquiries or requests for additional information and documentary material received from any Government Authority in connection therewith. No Party shall (except with the prior written consent of the other Party): (i) agree to extend any waiting period or agree to refile under any Antitrust Law; or (ii) enter into any agreement, commitment or understanding with any Government Authority to not consummate the Transactions. Buyer shall have sole responsibility

for filing fees associated with the HSR Act filings and any other similar filings required under applicable Antitrust Laws in any other jurisdictions.

(c) Subject to Section 6.02(f) and to the extent permitted by applicable Law, each Party shall promptly notify the other Party of any oral or written communication it receives from any Government Authority relating to the matters that are the subject of this Section 6.04 , permit (where reasonably practicable) the other Party and its Representatives to review in advance any communication relating to the matters that are the subject of this Section 6.04 proposed to be made by such Party to any Government Authority and provide the other Party with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Government Authority or members of its staff, on the other hand, relating to the matters that are the subject of this Section 6.04, except for the premerger notification and report forms (and any attachments thereto) prepared and submitted pursuant to the HSR Act or written communications regarding the same to the extent that any such material reveals any party’s negotiating objectives, negotiating strategies, valuation analyses or consideration expectations, in which event such material may be withheld or designated “Outside Antitrust Counsel Only” and its disclosure limited to outside counsel, or documents or information submitted in response to any formal or informal request from the FTC or DOJ for additional information or documentary material pursuant to the HSR Act to the extent that any such material reveals any party’s negotiating objectives, negotiating strategies, valuation analyses or consideration expectations, in which event such material may be designated “Outside Antitrust Counsel Only” and its disclosure limited to outside counsel. No Party shall agree to participate in any meeting or discussion with any Government Authority in respect of any such filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Government Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and to Section 6.02(f) , the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act and any other applicable Antitrust Law.

(d) Without limiting any other provision contained in this Section 6.04 , each Party shall use reasonable best efforts to resolve such objections, if any, as may be asserted by any Government Authority with respect to the Transactions under the HSR Act or any other applicable Antitrust Law.

(e) Notwithstanding anything to the contrary herein, Buyer shall not be required in any circumstances to (i) proffer Buyer’s willingness to accept an Order providing for the divestiture by Buyer of such properties, operations, or businesses of Buyer or the Business as may be necessary to permit Buyer to consummate the Transactions, including an offer to hold separate such properties, operations or businesses pending any such divestiture, or (ii) accept any conditions, restrictions, limitations, or agreements affecting Buyer’s full rights or ownership of its properties or the Transferred Assets to resolve any objections that may be asserted by any Government Authority with respect to the Transactions under any Antitrust Law, in each case, to the extent such action would reasonably be expected to have a materially adverse effect on the properties, operations, or businesses of Buyer or the Business.

(f) Neither Party shall take any action (including acquiring or agreeing to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquiring or agreeing to acquire any assets) that would reasonably be expected to have the effect of (i) delaying, impairing or impeding the receipt of any required Government Approval; (ii) delaying, impairing or impeding the expiration or termination of any applicable waiting period with respect to a Government Approval; or (iii) otherwise delaying the consummation of the Transactions.

(g) Notwithstanding anything in this Agreement to the contrary (including Section 6.01 ), Buyer acknowledges on behalf of itself and its Affiliates and its and their Representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of Seller until the Closing.

Section 6.05. Third Party Consents . During (i) the Pre-Closing Period and (ii) subject to Section 2.02(d) , during the period following the Closing Date in the case of all Transferred Assets subject to Participation Agreements at Closing, and except with respect to Agency Agreements (which are addressed in Section 6.09 ), each Party agrees to use commercially reasonable efforts to obtain all consents and approvals from any third person other than a Government Authority that may be required in connection with the Transactions (the “ Third Party Consents ”). Notwithstanding anything in this Agreement to the contrary, neither Party nor any of their respective Affiliates shall be required to compensate any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Assumed Liability) to any third party to obtain any such Third Party Consent. From time to time upon the reasonable request of Buyer during the Pre-Closing Period, Seller shall promptly provide to Buyer an update regarding the status of Third Party Consents, including a list of each Transferred Asset as to which a Third Party Consent is required and an indication of whether or not such Third Party Consent has been obtained.

Section 6.06. Letters of Credit . At or before the Closing, Buyer shall use commercially reasonable efforts to arrange for substitute letters of credit to fully replace and release any Seller Party or its Affiliates as issuer, guarantor, credit support provider or account party with respect to (a) any Seller LCs set forth in Section 6.06 of the Disclosure Schedules and (b) any Seller LCs issued in the ordinary course, consistent with past practice in connection with any Transferred Financing Contracts during the Pre-Closing Period. To the extent that, at or prior to Closing, Buyer is unable to obtain any Seller LC release or a substitute or replacement letter of credit, or to the extent the beneficiary or counterparty under any Seller LC does not accept any such substitute letter of credit, Buyer shall (i) arrange for Seller and its Affiliates to be indemnified, defended and held harmless by a creditworthy entity reasonably acceptable to Seller, against, and for the reimbursement of, Seller for, all amounts paid, including costs or expenses in connection with such Seller LCs, including Seller’s expenses in maintaining such Seller LCs and (ii) at the request of Seller, and at any time obligations under any Seller LC have not been irrevocably released, issue or cause to be issued by an Affiliate of Buyer or a third party, in each case, reasonably acceptable to Seller, a letter of credit, guarantee or other financial assurance obligation in a format and on terms reasonably acceptable to Seller for the account and benefit of Seller in an amount equal to Seller’s and its Affiliates’ entire potential Liability

pursuant to all Seller LCs not able to be so replaced in accordance with the foregoing sentence, in each case whether or not any such Seller LC is drawn upon or required to be performed, and Buyer shall in any event promptly reimburse Seller to the extent any Seller LC is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Seller LC; provided , that after Closing, Buyer shall use commercially reasonable efforts to assist Seller with the termination of the underlying obligations related to all Seller LCs not able to be so replaced (in each case, at the earliest possible time provided by the applicable documentation for such underlying obligations). Any such letter of credit, guarantee or other financial assurance obligation shall not expire, terminate or be cancelled until Seller and its Affiliates are irrevocably and unconditionally fully released from the entire potential liability with respect to all Seller LCs.

Section 6.07. Interest Rate Management; Guarantees .

(a) At or before the Closing, Buyer shall use commercially reasonable efforts to (a) fully replace and release or assume (i) the obligations of Seller, any Seller Party or their respective Affiliates to assume the rights and obligations of the swap dealers under the interest rate swaps set forth in Section 6.07 of the Disclosure Schedules (“ IRM Agreements ”) as set forth in the agreements specified in Section 6.07(a)(i) of the Disclosure Schedules (“ IRM Assignment Agreements”) and (ii) any obligations of any Seller Party or its Affiliates to pay amounts to the swap dealers in connection with the assumption of the IRM Agreements, as contemplated in the IRM Assignment Agreements, and (b) to the extent that on or after the date hereof, and before the Closing Date, Seller, any Seller Party or their respective Affiliates is required, pursuant to the terms of the relevant IRM Assignment Agreement, to assume any interest in an IRM Agreement from the relevant swap dealer, but solely as a result of a failure to pay by the Obligor under the IRM Agreement and provided that such failure to pay by the Obligor under the IRM Agreement was not the direct or indirect result of an event of default or termination event under the IRM Agreement due to (x) a change in the credit rating assigned to the relevant Seller, Seller Party or Affiliate thereof or (y) Seller, a Seller Party or their respective Affiliate being specified as a “credit support provider” in the IRM Agreement (any such assumption, a “ Pre-closing Assumption Event ”), assume all rights and obligations of the relevant Seller, Seller Party or their respective Affiliates in respect of such IRM Agreement as of the Closing Date. Seller shall provide written notice to Buyer upon the occurrence of a Pre- closing Assumption Event. Buyer hereby acknowledges and agrees that the notional amounts of the IRM Agreements may be greater than the outstanding principal balance of the Transferred Financing Contracts (as of the Closing Date) related to such IRM Agreements being acquired by Buyer and that the obligations of Buyer in the preceding sentence shall apply to all such IRM Agreements to which Seller, a Seller Party or an Affiliate thereof is party to for the full amount of the notional amount of such IRM Agreements. The parties hereby acknowledge and agree that in order to effect the arrangements contemplated in the first sentence of this Section 6.07 , the IRM Agreements will need to be amended to remove references to Seller, a Seller Party or their respective Affiliates and Seller and the other Seller Parties agree to cooperate with, and assist Buyer, in connection with any such amendment efforts. To the extent that, at or prior to Closing, Buyer is unable to implement the arrangements contemplated in the preceding provisions of this Section 6.07 , Buyer shall continue to cooperate with Seller to fully replace and release each Seller Party or its Affiliates of all obligations with respect to such IRM Agreements under the relevant IRM Assignment Agreements and amend the IRM Agreements to remove references to

Seller, Seller Parties or their Affiliates, and enter into appropriate arrangements under the Transitional Services Agreement with respect to such IRM Agreements and the relevant Assignment Agreements, which arrangements shall be mutually agreed upon by the parties. During the Pre-Closing Period, Buyer and Seller will use good faith efforts to document in writing (x) a set of mutual services for the sharing of information between the Parties with respect to any IRM Agreements not assumed pursuant to this Section 6.07 prior to the Closing, which services will be provided during the period from and after the Closing Date until the earlier of the assumption or termination of IRM Agreements that are not assumed by Buyer or its Affiliates at Closing, and (y) the circumstances under which Buyer’s consent would be required to amend the IRM Agreements until the earlier of the assumption or termination of IRM Agreements that are not assumed by Buyer or its Affiliates at Closing. Buyer hereby agrees to indemnify and reimburse Seller, for the amount paid by Seller, a Seller Party or their respective Affiliates to, including reasonable out of pocket costs or expenses, the swap dealer in connection with, or the Obligor as a result of, the assumption of any such IRM Agreement from the relevant swap dealer, as contemplated in the IRM Assignment Agreement, net of any recoveries or amounts otherwise received (directly or indirectly) by Seller, Seller Parties or their respective Affiliates under such assumed IRM Agreements or under the related IRM Assignment Agreement (such net amount the “ Net Swap Loss ”); provided Buyer shall not be responsible for, and shall not be required to indemnify or reimburse Seller or any Seller Party or Affiliate thereof for any amounts due by Seller, a Seller Party or an Affiliate thereof as a result of: (x) any election by Seller, a Seller Party or their respective Affiliate to assume the obligations of any such IRM Agreement, as contemplated in the IRM Assignment Agreement prior to the occurrence of a failure to pay by the Obligor under the Transferred Financing Contract in respect of the applicable IRM Agreement; and (y) any event of default or termination event under the IRM Agreement where such Obligor is the defaulting party or the affected party (as such terms are defined in the IRM Agreements) as a direct or indirect result of either (1) a change in the credit rating assigned to Seller, a Seller Party or their respective Affiliate or (2) Seller, a Seller Party or their respective Affiliate being referenced as a “credit support provider” in the IRM Agreement. With respect to any IRM Agreement assigned to Buyer on the Closing Date pursuant to (b) of the first sentence of this Section 6.07 , Seller shall determine a close-out amount in respect of such assumed IRM Agreement pursuant to Section 6(e)(ii)(3) of the 2002 ISDA Master Agreement assuming the only transaction under the ISDA Master Agreement is the assumed IRM Agreement assigned to Buyer, the Obligor was the sole affected party and the early termination date is the Closing Date. If the amount determined pursuant to the previous sentence is a positive number, it shall be payable by Buyer to Seller and if the amount is a negative number, it shall be payable by Seller to Buyer, in either case, on the Closing Date.

(b) Buyer, on behalf of itself and its Affiliates, acknowledges and agrees that the credit enhancements provided by Seller or any Affiliates of Seller set forth on Section 6.07(b) of the Disclosure Schedules shall be terminated upon the assignment of the Assumed Contract to which each such credit enhancement relates in accordance with the terms of this Agreement, and Buyer shall provide, or shall cause an Affiliate of Buyer to provide, the credit enhancement required by such Assumed Contract. From and after Closing, to the extent there are any Participation Agreements and pursuant to the terms of the underlying Assumed Contract related thereto Seller or any Affiliates of Seller provides a credit enhancement set forth on Section 6.07(b) of the Disclosure Schedules, Buyer shall reimburse, defend, indemnify and hold harmless

any Seller Indemnified Party from, against and in respect of any and all Losses resulting from, or that exist or arise due to or in connection with such credit enhancement.

Section 6.08. Cooperation . During the Pre-Closing Period, (a) each of Seller and Buyer shall, and shall cause their respective Affiliates to, (i) refrain from taking any actions that would reasonably be expected to materially impair, delay or impede the Closing and (ii) without limiting the foregoing, use commercially reasonable efforts to cause all Closing Conditions of the other Party to be met as promptly as practicable and in any event on or before the Outside Date and (b) each Party shall keep the other Party reasonably apprised of the status of the matters relating to the completion of the Transactions, including with respect to the negotiations relating to the satisfaction of the Closing Conditions of the other Party.

Section 6.09. Agency Relationships . During the Pre-Closing Period, each applicable Seller Party and Buyer shall cooperate and use its commercially reasonable efforts to have Buyer or its designee appointed as successor Agent (effective as of the Closing Date) under any Transferred Financing Contract under which such Seller Party acts as an Agent (each, an “ Agency Agreement ”). Without limiting the foregoing, with respect to each Agency Agreement as to which such Seller Party is entitled to appoint Buyer or its designee as successor Agent thereunder (and for which, if applicable, the requisite borrower and lender consents thereto have been obtained), effective as of the Closing, each applicable Seller Party shall appoint Buyer or its designee as successor Agent and deliver written notice of its resignation as Agent thereunder and Buyer or its designee shall assume such role. To the extent that Buyer or its designee is appointed as successor Agent on any Agency Agreement, Seller and Buyer shall enter into a sub- agency arrangement with respect to such Agency Agreement pursuant to which the applicable Seller Party or its designee will be appointed to serve as sub agent for purposes of collateral perfection under such Agency Agreement until all liens on the collateral associated with such Agency Agreement, all deposit account control agreements, collateral access agreements, subordination agreements and other contractual rights of the existing Agent for the benefit of the lenders and all insurance certificates with respect to such Agency Agreement have been effectively transferred to the successor agent, thereby assuring that no default or event of default will occur as a result of a lapse of a perfected lien or any imperfection of liens or lapse in insurance endorsements or other contractual rights of the lenders as a result of the transactions contemplated by this Agreement. To the extent that the requisite consents have not been obtained and Buyer or its designee cannot be appointed as successor Agent on any Agency Agreement, (a) Buyer or its designee shall be appointed as sub-agent of the Agent under such Agency Agreement (the “ Sub-Agency Arrangements ”) and will perform the duties of Agent under such Agency Agreement and will satisfy the Seller Parties’ funding obligations with respect to such Agency Agreement, including, but not limited to, their respective capacities as swingline lender or letter of credit issuer thereunder, (b) the Seller Parties will promptly pay to Buyer when received all monies received by them after the Effective Time in Seller’s capacity as Agent and (c) the Buyer will perform or cause to be performed (at its expense) all of the Seller Parties’ obligations related thereto. To the extent that at the Closing (i) the requisite consents for a substitution of Buyer or its designee as Agent for a Seller Party are not obtained with respect to an Agency Agreement and (ii) a Sub-Agency Arrangement is not permitted under the relevant Assumed Contract, the applicable Seller Party will not resign as Agent thereunder until the date on which Buyer ceases providing services for the benefit of the applicable Seller Party under the Transitional Services Agreement sufficient to permit such Seller Party to continue to perform its

obligations as Agent. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates nor Buyer nor any of its Affiliates shall be required to compensate any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Assumed Liability) to any third party to have Buyer or its designee appointed as successor Agent under any Agency Agreement.

Section 6.10. Monthly New Loan Reports . Seller will provide a monthly report (each a “ New Loan Report ”) to Buyer within ten (10) Business Days after the end of each calendar month ending after the Agreement Date and prior to the Closing. The New Loan Report will provide the Cut-Off Date Portfolio Information, as of the close of business on the last day of such calendar month, for loans arising under each new Financing Contract or amended Financing Contract executed during such calendar month (“ New Loans ”); provided , however , that notwithstanding the foregoing (i) the New Loan Report for the calendar month encompassing the Agreement Date shall be provided within 15 Business Days after the end of such calendar month, and (ii) no New Loan Report will be delivered for the calendar month in which the Closing occurs. For each New Loan appearing on a New Loan Report, Seller will also make available to Buyer, within the time period specified above, true, correct and complete copies of the relevant Financing Contract and related loan documents.

Section 6.11. Financing .

(a) During the Pre-Closing Period, subject to the limitations set forth below, Seller shall, and shall cause the other Seller Parties and its and their respective Representatives with respect to the Business to cooperate with Buyer as reasonably requested by Buyer, and at Buyer’s expense as set forth in the last sentence of this Section 6.11(a) , in connection with Buyer’s arrangement and obtaining the Debt Financing; provided , however , that such cooperation does not: (i) require the entry by Seller or any of its Affiliates into any agreement the effectiveness of which is or any of such parties’ obligations thereunder are, not conditioned on the Closing, (ii) unreasonably interfere with the normal operations of any Seller Party or the Business, (iii) include any actions that Seller reasonably believes would (A) result in a violation of any contract or confidentiality agreement or any Law, or the loss of any legal or other privilege or (B) cause any representation, warranty, covenant or other obligation in the Transaction Agreements to be breached or any Closing Condition to fail to be satisfied, (iv) involve approaching any Obligors under any Financing Contract, private equity sponsors that Control or are Affiliated with such Obligors, issuers or beneficiaries of letters of credit with respect to any such Financing Contract, or counterparties to the interest rate swaps with respect to such Financing Contract (in each case, other than Seller or its Affiliates) or other third parties prior to Closing to discuss agreements limiting the rights of such third parties, (v) involve consenting to the pre-filing of UCC-1s or any other grant of Liens or other encumbrances that result in Seller or any Affiliate of Seller being responsible to any third parties for any representations or warranties (whether prior to, on or after the Closing Date), (vi) require the giving of representations or warranties to any third parties or the indemnification thereof, (vii) require the waiver or amendment of any terms of this Agreement or the payment of any fees or reimbursement of any expenses prior to the Closing for which Seller has not received prior reimbursement or is not otherwise indemnified by Buyer, (viii) cause any director, officer or

employee of any Seller Party to incur any personal liability, (ix) require the delivery of any projections or pro forma financial information to any third parties or (x) require delivery of any legal opinions or accountants’ cold comfort letters or reliance letters. Subject to the foregoing limitations, such cooperation will include using commercially reasonable efforts to (A) make appropriate officers available for participation in meetings and due diligence sessions, assistance in the preparation of offering memoranda, private placement memoranda, lender presentations, other customary marketing materials and similar documents required in connection with the Debt Financing; provided , however , that none of the Seller Parties or any of their respective officers or employees shall be required to execute any document in connection with this clause (A), which document would be effective at any time before the time that will be immediately prior to the Closing or that the effectiveness of which is not conditioned on the Closing; (B) furnishing Buyer with customary financial and other pertinent information regarding the Business and the Transferred Assets necessary in the preparation of pro forma financial statements and cash flow projections with respect to the Transferred Financing Contracts contemplated by the Debt Commitment Letters; (C) facilitating the pledging of collateral substantially concurrently with the Closing, including delivering any instruments evidencing the Transferred Financing Contracts; provided , however , that none of the Seller Parties or any of their respective officers or employees shall be required to execute any document in connection with this clause (C), which document would be effective at any time before the time that will be immediately prior to the Closing or that the effectiveness of which is not conditioned on the Closing; (D) at least three (3) Business Days prior to the Closing, providing all documentation and other information about the Business or the Transferred Assets that the Lenders have reasonably determined is required to comply with Law under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. For the avoidance of doubt, notwithstanding anything the contrary in this Section 6.11(a) , in no event shall the Seller Parties or any of their respective officers or employees be required to execute any representation or authorizations letters. Buyer agrees that the effectiveness of any documents executed in connection with the Financing shall be subject to, and shall not be effective until, the consummation of the Closing, and that in no event shall Seller or any of its Affiliates be required to execute or deliver any documents in connection with the Financing. All non-public or otherwise confidential information regarding any Seller Party obtained by Buyer pursuant to this Section 6.11(a) shall be kept confidential in accordance with the Confidentiality Agreement, except that Seller agrees that Buyer shall be permitted to disclose such information to rating agencies, hedging providers, prospective lenders (including the Lenders), participants and investors and their respective counsel and other Representatives who have agreed, or are otherwise required to keep, such information confidential, in connection with the syndication and/or marketing of the Debt Financing. As a condition to Seller’s obligations pursuant to this Section 6.11 , Buyer shall promptly, upon request by Seller, reimburse Seller for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorney’s fees and expenses and disbursements) incurred by any Seller Party in connection with the cooperation contemplated by this Section 6.11 and shall reimburse, defend, indemnify and hold harmless any Seller Indemnified Party from, against and in respect of any and all Losses resulting from, or that exist or arise due to or in connection with the Financing, including providing the cooperation contemplated by this Section 6.11 , and any information used in connection therewith.

(b) Buyer shall not permit (including by way of side letter) any assignment of any Commitment Letter, or any amendment or modification to be made to, or any waiver of any

provision or remedy under, any Commitment Letter, in each case without obtaining Seller’s prior written consent other than (i) any amendment to add lenders, arrangers, bookrunners, agents or similar entities or reallocate commitments or assign or reassign titles or roles to, or between or among, any Lenders and any of the foregoing additional parties or (ii) any amendment, modification or waiver that (1) would not impose new or additional conditions or otherwise expand the conditions to the funding commitments thereunder (in each case, as compared to the applicable Commitment Letter in effect as of the Agreement Date), (2) would not prevent or materially delay the consummation of the transactions contemplated by this Agreement as and when required hereunder or (3) would not reduce the amount of funds available at Closing under all Commitment Letters in the aggregate to an amount less than the full amount of debt financing required to consummate the Transactions on the terms contemplated by the Transaction Agreements and to pay all related fees and expenses required to be paid by Buyer at Closing pursuant to this Agreement. In addition to the foregoing, Buyer shall not release or consent to the termination of any Debt Commitment Letter or of any Lender in accordance with the terms of any Debt Commitment Letter (other than in compliance with the previous sentence) prior to the first to occur of Closing and the expiration of such Debt Commitment Letter in accordance with its terms, except (i) for replacements of any Debt Commitment Letter with alternative financing in accordance with Section 6.11(d) or (ii) with Seller’s prior written consent.

(c) Buyer shall use its reasonable best efforts to arrange the Debt Financing and obtain the financing contemplated thereby as promptly as practicable on the terms and conditions described in each Debt Commitment Letter, including using its reasonable best efforts to (i) maintain in effect each Debt Commitment Letter, (ii) comply with its obligations under each Debt Commitment Letter, (iii) as promptly as practicable negotiate, execute and deliver definitive agreements with respect to each Debt Commitment Letter on the terms and conditions contained therein, (iv) satisfy on a timely basis all conditions and obligations applicable to Buyer in each Debt Commitment Letter and such definitive agreements that are within its control, (v) enforce its rights under each Debt Commitment Letter and such definitive agreements and (vi) if the Closing Conditions set forth in Section 10.02 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing), consummate the Debt Financing at the Closing (which, for the avoidance of doubt, shall include agreeing to consummate the Debt Financing even if any flex rights are exercised to their maximum extent). In furtherance of and not in limitation of the foregoing, in the event that (A) any portion of any high yield bond financing contemplated by the Debt Commitment Letters is unavailable, (B) the Closing Conditions set forth in Section 10.02 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing) and (C) any bridge facilities contemplated by the Debt Commitment Letters are available on the terms and conditions set forth in the Debt Commitment Letters, then Buyer shall cause the proceeds of such bridge financing to be used in accordance with this Agreement in lieu of such portion of any high yield bond financing.

(d) If any portion of the Debt Financing becomes unavailable on the terms (including any flex rights) and conditions contemplated in the Debt Commitment Letters due to a breach by the Lenders, or otherwise, Buyer shall use reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, (i) alternative financing for any such portion from alternative sources and (ii) one or more new Debt Commitment Letters and new definitive agreements with respect to such alternative financing. Buyer shall promptly

provide Seller with a copy of any new Debt Commitment Letters and any fee letter (which may be redacted on the same terms as permitted with respect to the original Debt Commitment Letter) in connection therewith. If any new Debt Commitment Letters are obtained, (i) any reference in this Agreement to the “Commitment Letters” or “Debt Commitment Letters” shall be deemed to include such new Debt Commitment Letters to the extent still then in effect (together with any accompanying fee letter, which may be redacted on the same terms as permitted with respect to the original Debt Commitment Letter), (ii) any reference in this Agreement to the “Financing” or the “Debt Financing” shall mean the debt financing contemplated by the Debt Commitment Letters as modified pursuant to the foregoing and (iii) any reference in this Agreement to the “Lenders” shall be deemed to include the lender parties (and the affiliates thereof to the extent set forth therein) to such new Debt Commitment Letters to the extent still then in effect.

(e) Buyer shall (i) keep Seller informed on a reasonably current basis in reasonable detail of all material activity concerning the Financing (including the status of its efforts to obtain the Financing or any alternative financing pursuant to Section 6.11(d) ) and (ii) promptly provide Seller with copies of all executed amendments, modifications or replacements of any Debt Commitment Letter (it being understood that any amendments, modifications or replacements shall only be as permitted herein) or definitive agreements related to the Financing, and such other information and documentation available to Buyer as shall be reasonably requested by Seller for purposes of monitoring the progress of the financing activities. Without limiting the generality of the foregoing, Buyer shall promptly notify Seller (A) of any breach (or threatened breach) or default (or any event or circumstance that could reasonably be expected to give rise to any breach or default) by any party to the Commitment Letters or definitive agreements related to the Financing of which Buyer becomes aware, (B) of the receipt by Buyer of any written notice or other written communication from any Lender with respect to any breach (or threatened breach) or default (or any event or circumstance that could reasonably be expected to give rise to any breach or default), or any termination or repudiation, in each case by any party to a Commitment Letter or any definitive agreements related to the Financing of any provisions of any Commitment Letter or such definitive agreements and (C) if for any reason Buyer at any time believes it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letters or any definitive agreements related to the Financing.

(f) For the avoidance of doubt, if the Financing (including any alternative financing pursuant to Section 6.11(d) ) has not been obtained, Buyer shall continue to be obligated to consummate the Transactions on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the Closing Conditions set forth in Section 10.02 and to Buyer’s rights under Section 11.01 , regardless of whether Buyer has complied with all of its other obligations under this Agreement (including its obligations under this Section 6.11 ).

(g) In no event shall Seller or any of its Affiliates or any of their respective Representatives (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, or otherwise sue, the Lenders or other Persons (other than Buyer or any of its Affiliates) that have committed to provide or agreed to arrange or have otherwise entered into agreements in connection with all or any part of the Debt Financing or any other financing in connection with the transactions contemplated hereby (including, without limitation, any Debt Commitment Letters, credit agreements or other

definitive agreements) or any such Lenders or other Persons’ respective Affiliates or their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, employees, representatives or agents (the “ Lender Related Parties ”) or (ii) seek to enforce the commitments against, make any claims for breach of the commitments contained in the Debt Commitment Letters against, or seek to recover monetary damages from, or otherwise sue, the Lender Related Parties for any reason, including in connection with the Debt Financing or the obligations of the Lender Related Parties thereunder. Seller and its Affiliates hereby waive any and all claims and causes of action (whether in contract or in tort, in law or in equity) against the Lender Related Parties that may be based upon, arise out of or relate to this Agreement, the Debt Commitment Letters or the Debt Financing. Nothing in this Section 6.11(g) shall in any way limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letters to each other or in connection therewith.

(h) If during the Pre-Closing Period Buyer seeks to effect an offering of securities of Buyer (for the avoidance of doubt, other than pursuant to the Debt Financing), Seller acknowledges and agrees that Buyer may include in the applicable offering documents information regarding the Transactions and the Business that is substantially in the form of the draft prospectus supplement disclosure provided by Buyer to Seller prior to the execution of this Agreement. Buyer acknowledges and agrees that Buyer will not expand or otherwise modify such disclosure (insofar as it relates to the Transactions or the Business) in any material respect (other than any modifications that are required by applicable Law) in connection with any such offering, except as may be approved in writing (electronic mail being sufficient) by Seller or its counsel (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary set forth in this Section 6.11(h) , Buyer shall not be permitted to disclose any information regarding the Transactions or the Business that Seller reasonably believes would result in a violation of any Law, breach of any contractual obligation or the loss of any legal or other privilege.

ARTICLE VII

POST-CLOSING COVENANTS

Section 7.01. Access; Confidentiality .

(a) From and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, claims or obligations relating to Excluded Liabilities, financial statements, U.S. Securities and Exchange Commission (the “ SEC ”), or the determination of any matter relating to the rights or obligations of the Seller Parties or any of their Affiliates under any Transaction Agreement, upon reasonable prior notice, and except to the extent necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege) or (iii) comply with any confidentiality obligations, Buyer shall, and shall cause each of its respective Affiliates and its and their respective Representatives to (x) afford each Seller Party and its Representatives and their respective Affiliates reasonable access, during normal business hours, to examine, inspect and copy such books, records, documents and other information of Buyer and its Affiliates in respect of the Business, the Transferred Assets and the Assumed Liabilities, (y) furnish to each Seller Party and its Representatives and their respective Affiliates, such additional financial data

and other information regarding the Transferred Assets as any Seller Party or its Representatives may from time to time reasonably request and (z) make available to each Seller Party and their Representatives and its respective Affiliates those employees of Buyer or its Affiliates whose assistance, expertise, testimony, notes or recollections or presence may be necessary to assist such Seller Party, its Representatives or their respective Affiliates in connection with its inquiries for any purpose referred to above, including the presence of such persons for interviews and depositions and as witnesses in hearings or trials for such purposes; provided , however , that such investigation or access shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; and provided , further , that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants.

(b) If so requested by Buyer, on the one hand, or Seller or any of its Affiliates, on the other hand, Seller or one of its Affiliates, or Buyer or one of its Affiliates, as the case may be, shall enter into a customary joint defense agreement or common interest agreement with Buyer and its Affiliates, or Seller and its Affiliates, as applicable, with respect to any information to be provided to Seller or its Affiliates pursuant to Section 7.01(a) .

(c) The Parties have made the agreements and covenants set forth in Section 7.01(c) of the Disclosure Schedules, which is hereby incorporated into this Agreement.

Section 7.02. Rights to Seller Names and Seller Marks .

(a) Except as otherwise provided in this Section 7.02 , Buyer and its Affiliates shall cease and discontinue all uses of the Seller Names and Seller Marks immediately upon the Closing. Buyer, for itself and its Affiliates, acknowledges and agrees that the Seller Names and Seller Marks are owned exclusively by the Seller and its Affiliates, and that, except as expressly provided in this Section 7.02 , any and all rights to use the Seller Names and Seller Marks shall terminate as of the Closing and shall immediately revert to the Seller and its Affiliates, along with any and all goodwill associated therewith.

(b) Buyer and its Subsidiaries shall, for a period of sixty (60) days after the Closing Date (the “ Seller Marks Period ”) have a limited, worldwide, non-exclusive, non- transferable, non-sublicensable, fully paid-up, royalty-free license under the Seller Names and Seller Marks solely to use, in connection with the Business as operated immediately prior to the Closing Date, all of the existing stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials included in the Transferred Assets (“ Existing Stock ”) containing the Seller Names and Seller Marks, after which date the Buyer shall remove or obliterate all Seller Names and Seller Marks from such Existing Stock

(c) Except as expressly set forth in this Section 7.02 , Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Seller Names and Seller Marks, (ii) complete the removal of the Seller Names and Seller Marks from all products, services, technical information and promotional materials as soon as practicable, and in any event prior to the expiration of the Seller Marks Period, and (iii) with respect to Transferred

Assets bearing any Seller Names and Seller Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Seller Names and Seller Marks from such Transferred Assets as promptly as practicable, and prior to the expiration of the Seller Marks Period.

(d) Buyer, for itself and its Affiliates, agrees that after the Closing Date Buyer and its Affiliates will not expressly, or by implication, do business as or represent themselves as Seller or its Affiliates.

(e) Buyer, for itself and its Affiliates, acknowledges and agrees that neither Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of Seller or any of its Affiliates in or to any of the Seller Names and Seller Marks.

Section 7.03. Intellectual Property Covenants and License .

(a) Effective as of the Closing Date, Seller hereby grants, on behalf of itself and its Affiliates, and shall cause its Affiliates to grant, to Buyer and its Affiliates a perpetual, non-exclusive, royalty free, fully paid-up, irrevocable, worldwide, transferrable, sublicensable (through multiple tiers but solely with respect to (ii) of this sentence and solely to any Person acting on its or their behalf) license to (i) reproduce, modify, create derivative works from and otherwise use, in each case, for internal purposes only and solely in connection with the operation of the Business following the Closing the Intellectual Property in the Licensed Software (in both object code and source code formats) and Licensed Models that is (A) owned by Seller or its Affiliates or that Seller or its Affiliates have the right to sublicense without a payment or other obligation to a third party for which Buyer does not make such payment or perform such other obligation and (B) used in the Business as of the Closing Date and (ii) to reproduce, modify, create derivative works from, make, have made, sell, offer to sell products based on and otherwise use and exploit the Retained Intellectual Property (other than the Licensed Software and Licensed Models) in connection with the operation of the Business following the Closing. If not already in the possession of Buyer as of the Closing Date, Seller shall deliver to Buyer a copy of such Licensed Software in source code form as of the Closing Date. For the avoidance of doubt, such delivery of such object code and source code shall be on an “as is” basis and without any modifications specific to Buyer or its Affiliates. For purposes of the foregoing license, components of the software known as DealPro shall be, to the Knowledge of Seller, owned or sublicenseable by Seller or its Affiliates unless such components are identified in Section 7.03(a)(ii)-(A) of the Disclosure Schedules (“ Third Party Components ”). Seller shall identify to Buyer any consents that it is aware of that are required to sublicense any Third Party Component to Seller or its Affiliate hereunder and shall reasonably cooperate with Buyer in obtaining such consents. Buyer shall be responsible for all payments to third parties required for such sublicenses of Third Party Components.

(b) Notwithstanding the definition of Transferred Intellectual Property, if any Shared Intellectual Property is to be transferred hereunder to Buyer, then effective as of the Closing Date, Buyer hereby grants, on behalf of itself and its Affiliates, and shall cause its Affiliates to grant, to Seller and its Affiliates a perpetual, non-exclusive, royalty free, fully paid- up, irrevocable, worldwide, transferrable, sublicensable (through multiple tiers but solely to any Person acting on its or their behalf) license, under such Shared Intellectual Property that is

owned by Buyer or its Affiliates or that Buyer has the right to sublicense without a payment or other obligation to a third party, to reproduce, modify, create derivative works from, make, have made, sell, offer to sell products based on and otherwise use and exploit the Shared Intellectual Property in connection with the operation of any of the retained businesses of Seller or its Affiliates following the Closing.

Section 7.04. Insurance .

(a) From and after the Closing Date, the Business shall cease to be insured by, have access or availability to, be entitled to make claims on, be entitled to claim benefits from or seek coverage under any of Seller’s or its Subsidiaries’ or Affiliates’ insurance policies or any of their self-insured programs (collectively, “ Seller Insurance Policies ”). Buyer expressly acknowledges and agrees that the Transferred Assets do not include any Seller Insurance Policies or rights of any nature with respect to any Seller Insurance Policy, including any recoveries thereunder and any rights to assert claims seeking any such recoveries.

(b) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance, and nothing in this Agreement is intended to waive or abrogate in any way GE’s own rights to insurance coverage for any liability, whether relating to GE or any of its Affiliates or otherwise.

(c) As of the Agreement Date, neither the Seller nor the other Seller Parties maintain an errors and omissions insurance policy applicable to the Transferred Financing Contracts or the Business.

Section 7.05. Preservation of Books and Records .

(a) Seller and its Affiliates shall have the right to retain copies of all books and records of the Business relating to periods ending on or before the Closing Date. Buyer agrees that it shall preserve and keep all original books and records in respect of the Business in the possession or control of Buyer or its Affiliates for the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. Seller and its Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Business relating to periods ending on or before the Closing Date; provided that copies of all such forms shall be provided to Buyer on or before the Closing Date. During such six-year or longer period, subject to applicable Law, (i) Representatives of Seller and its Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to examine, inspect and copy such books and records and (ii) Buyer shall, upon reasonable notice, provide to Seller or its Affiliates, access during normal business hours at their own cost and expense, to examine and inspect to such original books and records as Seller or its Affiliates shall reasonably request in connection with any Action to which Seller or any of its Affiliates are parties or in connection with the requirements of any Law applicable to Seller or any of its Affiliates. Seller or its Affiliates, as applicable, shall return such original books and records to Buyer or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(b) Seller agrees that it shall preserve and keep, or cause to be preserved and kept, all books and records (including all records relating to the historical performance of the Business) in respect of the Business in the possession of Seller or its Affiliates and not otherwise delivered to Buyer (directly or indirectly) for the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. During such six-year or longer period, subject to applicable Law, (i) Representatives of Buyer and its Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to examine, inspect and copy such books and records and (ii) Seller shall, upon reasonable notice, provide to Buyer or its Affiliates, access during normal business hours at their own cost and expense, to examine and inspect such original books and records. In addition, following the Closing, Seller shall make available to Buyer, on a reasonable basis, those employees of Seller or its Affiliates whose assistance, expertise, testimony, notes, recollections or presence may be necessary or desirable to assist Buyer, its Representatives or their respective Affiliates in connection with inquiries regarding the Business; provided , however , that any such access shall not unreasonably interfere with the business or operations of Seller or any of its Affiliates.

Section 7.06. Further Assurances . From time to time following the Closing, the Parties shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all reasonable further conveyances, notices, assumptions, releases and acquittances and such instruments, and shall take such reasonable actions as may be necessary or appropriate to make effective the transactions contemplated hereby as may be reasonably requested by the other Party (including (i) transferring back to Seller or its designated Affiliate each Excluded Asset, which asset was transferred to Buyer at the Closing, (ii) transferring to Buyer any asset or liability contemplated by this Agreement to be a Transferred Asset or an Assumed Liability, respectively, which was not transferred to or assumed by Buyer at the Closing, (iii) referring to Buyer any letters, notices and inquiries relating to the Transferred Assets, and (iv) referring to Seller any letters, notices and inquiries relating to Seller and its Affiliates or their business); provided , however , that nothing in this Section 7.06 shall require either Party or its Affiliates to pay money to, commence or participate in any Action with respect to, or offer or grant any accommodation (financial or otherwise) to, any third party following the Closing.

Section 7.07. Exclusive Dealing . During the period from the Agreement Date to the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller shall not, and Seller shall not permit any of its Affiliates or any of its or their respective Representatives to, take any action to, directly or indirectly, initiate, solicit, intentionally encourage, or enter into any letter of intent or other agreement with respect to, or engage in any discussions or negotiations with, or provide any information to, any Person, other than Buyer (and its Affiliates and Representatives), concerning an acquisition of all or any material portion of the Business (whether effected by sale of assets, sale of stock, merger or otherwise). Seller shall, and Seller shall cause its Affiliates and its and their respective Representatives to, promptly cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any direct or indirect acquisition or purchase of all or substantially all of the Business (whether effected by sale of assets, sale of stock, merger or otherwise) and shall request the prompt return or destruction of all confidential information previously furnished in connection therewith.

Section 7.08. Participation Agreements .

(a) At all times from and after Closing until the earlier of the (i) termination of all Participation Agreements and (ii) funding and settlement of any unfunded commitments pursuant to the terms of such Transferred Financing Contract subject to the Participation Agreements, Buyer will have access to funds sufficient to satisfy all obligations then outstanding under all outstanding Participation Agreement.

(b) At all times from and after Closing until the termination of the applicable Participation Agreements, Seller and the other Seller Parties will have access to funds sufficient to pay their respective debts and obligations as they become due. For the avoidance of doubt, but without prejudice to the first sentence of this Section 7.08(b) , nothing in this Section 7.08(b) , subject to Section 13.06 , shall preclude, prohibit or restrict Seller or any of the Affiliates of Seller from undertaking any internal restructuring or reorganization of the Seller Parties.

ARTICLE VIII

RESERVED

ARTICLE IX

TAX MATTERS

Section 9.01. Pre-Closing Indemnification . The Seller Parties shall be liable for and pay, and shall indemnify and hold the Buyer harmless (without regard to the limitations set forth in Article XII other than Section 12.02(b)(vi) ) from and against any and all Losses incurred by Buyer in connection with or arising from (a) Taxes imposed on any Seller Party, or for which any Seller Party may otherwise be liable, as a result of having been a member of a group with which it has filed or been included in a combined, consolidated or unitary income Tax Return (including Taxes pursuant to Treasury Regulation 1.1502-6 or similar provisions of state, local or foreign Law) or as a result of any obligation of any Seller Party under any Tax sharing arrangement or Tax indemnity agreement, (b) Taxes imposed on any Seller Party or for which any Seller Party may otherwise be liable, including any Taxes applicable to the Business, the Transferred Assets or the Assumed Liabilities, in each case attributable for or to any taxable year or period that ends on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, including Taxes imposed pursuant to any bulk sale or similar successor or transferee liability statute, or otherwise, of any state or local jurisdiction; provided that Transfer Taxes shall be governed by Section 9.03 , or (c) any withholding Taxes required to be withheld pursuant to Section 3.08 that were not timely withheld with respect to payments to the Seller (including any interest and penalties related thereto).

Section 9.02. Straddle Periods . For all purposes under this Agreement, in the case of any Tax period that includes but does not end on the Closing Date (a “ Straddle Period ”), the portion of Taxes (or any Tax refund and amount credited against any Tax) that are allocable to the portion of the Straddle Period ending at the end of the Closing Date will be: (i) in the case of property Taxes and other Taxes imposed on a periodic basis without regard to income, gross

receipts, payroll or sales, deemed to be the amount of such Taxes (or Tax refund or amount credited against Tax) for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of such Straddle Period ending at the end of the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the relevant taxable year terminated at the end of the Closing Date.

Section 9.03. Transfer Taxes . Notwithstanding anything to the contrary in this Agreement, Buyer shall be liable for and shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against Transfer Taxes imposed or arising with respect to the sale and purchase hereunder of Transferred Assets. The Party required by Law to file a Tax Return with respect to such Transfer Taxes shall timely prepare, with the other Party’s cooperation, and file, such Tax Return. If Seller or any of its Affiliates files any such Tax Return, Buyer shall promptly reimburse Seller for any Transfer Taxes paid by Seller or such Affiliate in connection with the filing of such Tax Return. Buyer and Seller each agrees to timely sign and deliver (or to cause to be timely signed and delivered) such certificates or forms as may be necessary or appropriate and otherwise to cooperate to establish any available exemption from (or otherwise reduce) any such Transfer Taxes.

Section 9.04. Refunds . Buyer shall pay, within five (5) days of receipt, to Seller any Tax refunds that are received by Buyer or its Affiliates, and any amounts credited against Tax to which Buyer or any of its Affiliates becomes entitled, and which Tax Buyer or any of its Affiliates would otherwise be required to pay currently, that relate to Taxes paid by Seller or any of its Affiliates.

Section 9.05. Tax Cooperation . Without limiting the obligations set forth in Sections 6.02 and 7.01 , the Parties shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Transferred Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election related to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any audit, proposed adjustment or deficiency, assessment, claim, suit or other proceeding relating to any Taxes or Tax Return; provided that the Buyer will not be able to review any Tax Returns of the Seller or its Affiliates. The Parties shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes and all other Tax matters relating to the Transferred Assets of the Buyer. Each Seller Party shall provide to Buyer any information in such Seller Party’s possession with respect to any of the Transferred Assets or Assumed Liabilities that is reasonably requested by Buyer for purposes of the Buyer’s or any REIT Affiliate of Buyer’s compliance with its (i) quarterly and annual REIT requirements pursuant to Code Sections 856(c)(2), (c)(3) and (c)(4) and the Treasury Regulations thereunder or (ii) REIT tax compliance or reporting obligations; provided that Buyer acknowledges and agrees that no Seller Party shall (x) be required to perform any analysis of such information or provide any advice or representation, including for the avoidance of doubt, regarding the value of any assets securing or providing collateral for the Transferred Assets, (y) be required to compile any written information unless such information is readily available to such Seller Party for delivery to Buyer, or (z) have any liability for the Buyer’s or such REIT Affiliate’s failure to satisfy such REIT requirements or REIT compliance or reporting obligations. In addition, during the period between the date hereof and the Closing Date, each

Seller Party agrees to use commercially reasonable efforts to request any information from an Obligor under a Transferred Financing Contract that is reasonably requested by Buyer for purposes of the Buyer’s or any REIT Affiliate of Buyer’s compliance with its (i) quarterly and annual REIT requirements pursuant to Code Sections 856(c)(2), (c)(3) and (c)(4) and the Treasury Regulations thereunder or (ii) REIT tax compliance or reporting obligations; provided that Buyer acknowledges and agrees that no Seller Party shall have any liability for (x) the failure of any Obligor under a Transferred Financing Contract to provide such requested information or (y) the Buyer’s or such REIT Affiliate’s failure to satisfy such REIT requirements or REIT compliance or reporting obligations. Buyer agrees that it shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the Business relating to any Taxes with respect to taxable years or periods (in whole or in part) ending on or before the Closing Date and in the possession of Buyer or its Affiliates in accordance with Section 7.05 .

Section 9.06. Post-Closing Actions . Without Seller’s consent, Buyer shall not, and shall not permit any of its Affiliates to, (i) voluntarily approach any Taxing Authority regarding any Taxes or Tax Returns relating to a Transferred Asset for any Tax period ending on or before the Closing Date or a Straddle Period or (ii) on the Closing Date, take any action relating to Taxes, or that would create a Tax Liability, with respect to the Transferred Assets after the Closing that is outside the ordinary course of business (other than as expressly contemplated by this Agreement) and for which any Seller Party is liable pursuant to this Agreement.

ARTICLE X

CONDITIONS TO CLOSING

Section 10.01. Conditions to Obligations of Seller . The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or Seller’s waiver in its sole discretion, at or before the Closing, of each of the following conditions:

(a) Representations and Warranties; Covenants . (i) The Buyer Fundamental Representations (without giving effect to the exceptions of “material” or “Material Adverse Effect” in such representations and warranties) shall be true and correct in all respects, in each case, at and as of the Closing Date with the same effect as though made at and as of such time (or if made as of a specified date, only as at and as of such date), (ii) other than the Buyer Fundamental Representations, the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects, in each case, at and as of the Closing Date with the same effect as though made at and as of such time (or if made as of a specified date, only as at and as of such date), except where failure to be true and correct would not reasonably be expected to prevent, impair or materially delay Buyer’s ability to perform its obligations under this Agreement or any other the Transaction Agreements to which it is a party or consummate the Transactions pursuant to and in accordance with the terms herein and therein, and (iii) Buyer shall not have failed to perform in any material respect any obligation or to comply in any material respect with any of the covenants contained in this Agreement required to be complied with by Buyer on or before the Closing.

(b) Government Approvals . All (i) Required Government Approvals shall have been obtained and shall be in full force and effect (or, in the case of waiting periods, shall have expired or been waived or terminated) and (ii) Required Government Notices shall have been made.

(c) No Order . There shall be no Order in existence that prohibits or materially restrains the sale of the Transferred Assets, the assumption of the Assumed Liabilities or the other Transactions, and there shall be no proceeding brought by any Government Authority pending before any court of competent jurisdiction seeking such an Order.

(d) Transaction Agreements . Buyer shall have executed and delivered to Seller all Buyer Transaction Agreements; provided that Seller may not assert that this condition shall not have been satisfied if the failure of any such Buyer Transaction Agreement to be executed and delivered by Buyer was the result of a breach of Seller’s obligations under this Agreement.

Section 10.02. Conditions to Obligations of Buyer . The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver in its sole discretion, at or before the Closing, of each of the following conditions:

(a) Representations and Warranties; Covenants . (i) The Seller Fundamental Representations (without giving effect to the exceptions of “material” or “Material Adverse

Effect” in such representations and warranties) shall be true and correct in all material respects, in each case, at and as of the Closing Date with the same effect as though made at and as of such time (or if made as of a specified date, only as at and as of such date), (ii) other than the Seller Fundamental Representations, the representations and warranties of Seller contained in this Agreement shall be true and correct in all respects, in each case, at and as of the Closing Date with the same effect as though made at and as of such time (or if made as of a specified date, only as at and as of such date) except for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect, provided , however , that for purposes of determining the satisfaction of the condition in this clause (ii), no effect shall be given to the exceptions of “material” or “Material Adverse Effect” in such representations and warranties, and (iii) no Seller Party shall have failed to perform in any material respect any obligation or to comply in any material respect with any of the covenants contained in this Agreement required to be complied with by any Seller Party on or before the Closing.

(d) Seller Transaction Agreements . The Seller Parties shall have executed and delivered, or caused to be executed and delivered, to Buyer all Seller Transaction Agreements; provided that Buyer may not assert that this condition shall not have been satisfied if the failure of any such Seller Transaction Agreement to be executed and delivered by Seller was the result of a breach of Buyer’s obligations under this Agreement.

Section 10.03. Frustration of Closing Conditions . Neither Seller nor Buyer may rely on the failure of any condition set forth in this Article X to be satisfied if such failure was caused by such Party’s failure to act in good faith or to use reasonable best efforts to cause the Closing to occur, including as required by Section 6.04 .

Section 10.04. Waiver of Closing Conditions . Upon the occurrence of the Closing, any condition set forth in this Article X that was not satisfied as of the Closing shall be deemed to have been waived as of and from the Closing.

ARTICLE XI

TERMINATION

Section 11.01. Termination . Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated before the Closing:

(a) by the mutual written consent of Seller and Buyer;

(b) by Seller, if Buyer shall have breached any representation or warranty or failed to comply with any covenant or agreement applicable to Buyer that would cause any Closing Condition set forth in Section 10.01(a) not to be satisfied, which breach cannot be cured or has not been cured within forty-five (45) days (but no later than the Outside Date) after receipt of written notice thereof; provided , however , that Seller shall not have the right to terminate this Agreement under this Section 11.01(b) if Seller is then in material breach or material default of any of its representations, warranties, covenants or agreements under this Agreement;

(c) by Buyer, if Seller shall have breached any representation or warranty or failed to comply with any covenant or agreement applicable to Seller that would cause any Closing Condition set forth in Section 10.02(a) not to be satisfied, which breach cannot be cured or has not been cured within forty-five (45) days (but not later than the Outside Date) after receipt of written notice thereof; provided , however , that Buyer shall not have the right to terminate this Agreement under this Section 11.01(c) if Buyer is then in material breach or material default of any of its representations, warranties, covenants or agreements under this Agreement;

(d) by either Seller or Buyer if the Closing shall not have occurred by December 31, 2018 (the “ Outside Date ”); provided , however , that the right to terminate this Agreement under this Section 11.01(d) shall not be available to a Party if its breach of this Agreement (including the failure to act in good faith or to use commercially reasonable efforts to cause the Closing to occur) shall have been the cause of, or shall have resulted in, the failure of the Closing to occur before such date;

(e) by either Seller or Buyer in the event of the issuance of a final, nonappealable Order permanently restraining or prohibiting the Transactions or any applicable Law shall have been enacted, entered, promulgated or enforced by any Government Authority that prohibits or makes illegal the consummation of the Transactions; or

(f) by either Seller or Buyer in the event that any Required Government Approval has been denied and such denial has become final and non-appealable.

(g) by Seller if (i) all of the conditions set forth in Section 10.02 have been and remain satisfied (in each case, other than those, by their nature, to be satisfied at the Closing itself), (ii) Seller has confirmed in an irrevocable written notice delivered to Buyer that it is ready, willing and able to consummate the Closing and the conditions set forth in Section 10.02 to be satisfied at the Closing will be satisfied at the Closing pursuant to Section 2.03 (iii) Buyer has failed to consummate the Closing when required pursuant to Section 2.03 , (iv) Seller has given Buyer written notice at least three (3) Business Days prior to such termination stating Seller’s intention to terminate this Agreement pursuant to this Section 11.01(g) if Buyer fails to consummate the Closing and (v) Buyer fails to consummate the Closing on the date set forth in the foregoing notice.

Section 11.02. Notice of Termination . Either Party desiring to terminate this Agreement pursuant to Section 11.01 shall give written notice of such termination to the other Party in accordance with the provisions of this Agreement.

Section 11.03. Effect of Termination .

(a) In the event this Agreement is terminated pursuant to Section 11.01 , this Agreement shall thereupon become null and void and of no further force and effect, except for the provisions of (i) Section 6.03 , (ii) Section 6.11(g) , (iii) Section 11.01 , (iv) this Section 11.03 (v) Section 12.09 and (vi) Article XIII . Nothing in this Section 11.03 shall be deemed to release any Party from any Liability for any breach by such Party of any term of this Agreement or impair the right of any party to compel specific performance by any other party of its obligations under this Agreement; provided , however , that (and without prejudice to the terms of Section 11.03(b) ), if this Agreement is validly terminated pursuant to this Article XI , no Party shall have any remedy or right to recover for any Liabilities arising from any breach of any representation or warranty contained herein unless such breach was a willful and material breach on the part of the breaching Party. For purposes of this Agreement, “willful and material breach” means a material breach of this Agreement that is a consequence of an act (or failure to act) undertaken by the breaching Party with the knowledge that the taking of (or failure to take) such act would cause a breach of this Agreement.

(b) Notwithstanding Section 11.03(a) , if this Agreement is terminated by Seller (i) pursuant to Section 11.01(b) or Section 11.01(g) or (ii) pursuant to Section 11.01(d) and, in the case of this clause (ii), the Closing Conditions set forth in Section 10.02 (other than those to be satisfied at the Closing itself) are satisfied or waived at the time of such termination, then Buyer shall pay an amount equal to $100,000,000 (the “ Termination Fee ”) to Seller by wire transfer of immediately available funds to an account or accounts designated in writing by Seller as promptly as reasonably practicable (and in any event, within three (3) Business Days

following such termination). Buyer acknowledges that the agreements contained in this Section 11.03(b) are an integral part of the Transactions, and that without these agreements, Seller would not have entered into this Agreement; accordingly, if Buyer fails to timely pay any amount due pursuant to this Section 11.03(b) , and, in order to obtain the payment, Seller commences an Action which results in a judgment against Buyer for the payment set forth in this Section 11.03(b) , Buyer shall pay Seller its reasonable out-of-pocket expenses (including attorney’s fees and expenses and disbursements) in connection with such Action, together with interest on such payment at the Interest Rate through the date such payment was actually received. Each of Seller and Buyer acknowledges that the Termination Fee is not a penalty, but rather a reasonable amount that will compensate Seller for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision.

(c) Notwithstanding anything to the contrary contained herein or otherwise (but subject to Sections 6.11(g) and Section 13.17 and Seller’s right to specific performance pursuant to Section 13.16 ), Seller’s receipt of the Termination Fee (if payable pursuant to Section 11.03(b) ) and any indemnification or reimbursement obligation that may arise pursuant to Section 6.11(a) shall be the sole and exclusive remedy of Seller against Buyer, the Lenders and any of their respective former, current or future Affiliates, and the stockholders, general or limited partners, managers, members, directors, officers, employees, agents, Lender Related Parties or other Representatives (each, including Buyer, a “ Buyer Related Party ”) for any Loss suffered hereunder, under the Transaction Agreements or otherwise in connection with the Transactions, including as a result of any breach of any representation, warranty, covenant or agreement in this Agreement or the Transaction Agreements or the failure of the Transactions to be consummated and upon payment in full of such amounts, (i) no Buyer Related Party shall have any further liability or obligation relating to or arising out of this Agreement, the Transaction Agreements or the Transactions, (ii) neither Seller nor any of its Affiliates shall be entitled to bring or maintain any Action against any Buyer Related Party arising out of or in connection with this Agreement, any Transaction Agreement or the Transactions (including any Actions relating to the Debt Financing or Debt Commitment Letter) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination and (iii) Seller shall cause any Action pending in connection with this Agreement, any Transaction Agreement or the Transactions (including any Action relating to the Debt Financing or Debt Commitment Letter) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof), to the extent maintained by Seller, any of Seller’s Affiliates or any of Seller’s or Seller’s Affiliates’ respective Representatives any against any Buyer Related Party, to be dismissed with prejudice promptly, and in any event within five (5) Business Days after the payment of the Termination Fee.

ARTICLE XII

INDEMNIFICATION

Section 12.01. Survival . The representations and warranties of Seller and Buyer contained in or made pursuant to this Agreement shall survive in full force and effect until the one year anniversary of the Closing Date, at which time they shall terminate and no claims shall

be made for indemnification under Sections 12.02 or 12.03 thereafter; provided , however , that the Seller Fundamental Representations and the Buyer Fundamental Representations shall survive in full force and effect until the fifth anniversary of the Closing Date and the representations and warranties set forth in Section 4.10 shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations (taking into account extensions and tollings thereof). All covenants and other agreements of the parties contained herein shall survive the Closing until performed. Notwithstanding the foregoing, if written notice of a claim has been given pursuant to this Article XII prior to the expiration of the survival period with respect to the applicable representations, warranties, covenants or agreements by the Person seeking indemnification for such claim, then such representations, warranties, covenants or agreements shall survive as to such claim until such claim has been finally resolved pursuant to this Article XII .

Section 12.02. Indemnification by Seller .

(a) From and after the Closing, and subject to the terms and conditions of this Agreement, Seller shall indemnify and hold harmless Buyer and its Affiliates (collectively, the “ Buyer Indemnified Parties ”) against, and reimburse any Buyer Indemnified Party for, all Losses that such Buyer Indemnified Party may suffer or incur, or become subject to, as a result of:

(i) prior to their expiration in accordance with Section 12.01 , the failure of any representations or warranties made by Seller in this Agreement to be true and correct as of the Closing Date, except to the extent such representations and warranties relate to a specific date (in which case, the failure of such representations and warranties to be true and correct as of such specific date);

(ii) prior to their expiration in accordance with Section 12.01 , any breach or failure by Seller to perform any of its covenants, agreements or obligations pursuant to this Agreement; or

(iii) any Excluded Liability.

(b) Notwithstanding anything in this Agreement to the contrary (other than as set forth in Section 9.01 ) and except for any claims or causes of actions arising out of, involving or otherwise in respect of actual and proven fraud:

(i) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for any Losses pursuant to any of (y) Section 12.02(a)(i) (other than with respect to the Seller Fundamental Representations and representations and warranties made in Section 4.10 ) or (z) Section 12.02(a)(ii) to the extent relating to breaches of covenants that by their terms apply or are to be performed in whole or in part prior to the Closing Date:

(A) with respect to any claim unless such claim (together with all other claims, if any, resulting from the same facts and circumstances) involves Losses in excess of $500,000 (nor shall such item be applied to or considered for purposes of calculating

the aggregate amount of Buyer Indemnified Parties’ Losses for purposes of clause (B) below); and

(B) except with respect to the representations and warranties set forth in Section 4.05 , until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds $21,634,080.83 (the “ Deductible Amount ”), after which Seller shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible Amount; but only if such Losses also meet the requirements of Section 12.02(b)(i)(A) ;

(ii) the cumulative indemnification obligations of Seller under (A) Section 12.02(a)(i) (other than the indemnification obligation of Seller with respect to Seller Fundamental Representations and representations and warranties made in Section 4.05 and Section 4.10 ) and (B) Section 12.02(a)(ii) for breaches of covenants that by their terms apply or are to be performed in whole or in part prior to the Closing Date shall in no event exceed $108,170,404.15 (the “ Cap ”);

(iii) the cumulative indemnification obligation of Seller (A) with respect to the matters specified in Section 12.02(b)(ii) that are subject to the Cap and (B) under Section 12.02(a)(i) (solely with respect to representations and warranties made in Section 4.05 ) shall in no event exceed $324,511,212.46;

(iv) the cumulative indemnification obligation of Seller under Article XII with respect to any Transferred Financing Contract, shall in no event exceed the Loan Purchase Price with respect to such Transferred Financing Contract;

(v) the cumulative indemnification obligation of Seller under Section 12.02(a)(i) (other than with respect to the representations and warranties made in Section 4.10 ) and Section 12.02(a)(ii) shall in no event exceed $540,852,020.76;

(vi) the cumulative indemnification obligation of Seller under Section 9.01 and Article XII shall in no event exceed an amount equal to the Purchase Price (after giving effect to any upward or downward Post-Closing Adjustment pursuant to Section 3.06 );

(vii) the Buyer Indemnified Parties shall not have any right to indemnification under this Agreement with respect to, or based on, Taxes to the extent such Taxes (A) are attributable to Tax periods (or portions thereof) beginning after the Closing Date, (B) result from transactions or actions taken by Buyer or any of its Affiliates after the Closing that are not specifically contemplated by this Agreement or (C) are reimbursable by or collectible from any Obligors pursuant to the terms of a Transferred Financing Contract.

Section 12.03. Indemnification by Buyer .

(a) From and after the Closing, and subject to the terms of this Agreement, Buyer shall indemnify and hold harmless Seller and its Affiliates (collectively, the “ Seller Indemnified Parties ”) against, and reimburse any Seller Indemnified Party for, all Losses that such Seller Indemnified Party may suffer or incur, or become subject to, as a result of:

(i) prior to their expiration in accordance with Section 12.01 , the failure of any representations or warranties made by Buyer in this Agreement to be true and correct as of the Closing Date, except to the extent such representations and warranties relate to a specific date (in which case, the failure of such representations and warranties to be true and correct as of such specific date);

(ii) prior to their expiration in accordance with Section 12.01 , any breach or failure by Buyer to perform any of its covenants, agreements or obligations pursuant to this Agreement; or

(iii) except for claims with respect to which Seller is obligated to indemnify the Buyer Indemnified Parties pursuant to Section 12.02 , the Business or the ownership or operation of the Transferred Assets and the Assumed Liabilities after the Closing.

Section 12.04. Notification of Claims .

(a) Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “ Indemnified Party ”), shall promptly notify the Party liable for such indemnification (the “ Indemnifying Party ”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “ Third Party Claim ”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance; provided , however , that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XII except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered before the expiration of any applicable survival period specified in Section 12.01 for such representation or warranty.

(b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 12.04(a) with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “ Controlling Party ”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other Party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c) Seller or Buyer, as the case may be, shall, and shall cause each of its Affiliates and Representatives to, cooperate fully with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnifying Party shall (i) pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to

Section 12.02(b) , if applicable) and (ii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

Section 12.05. Exclusive Remedies . Except for the right of a Party to specific performance pursuant to Section 13.16 , any claims or causes of action arising out, involving or otherwise in respect of actual and intentional fraud, or as otherwise expressly set forth in this Agreement, following the Closing, the indemnification provisions of this Article XII shall be the sole and exclusive remedies of any Seller Indemnified Party and any Buyer Indemnified Party, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement, by Buyer or Seller, respectively, or any breach or failure by Buyer or Seller, respectively, to perform or comply with any covenant or agreement set forth herein. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Section 12.06. Additional Indemnification Provisions .

(a) With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit actually realized by the Indemnified Party, (ii) all Losses shall be offset by any amounts recoverable by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss, (iii) all Losses will be determined after deducting therefrom the amount of any reserve with respect to such matter on the Disclosure Schedules or the Final Settlement Statement and (iv) Seller shall not be liable for any Losses to the extent that such Losses suffered by any Buyer Indemnified Party (A) result from any act or omission by such Buyer Indemnified Party, (B) result from the failure of such Buyer Indemnified Party to take reasonable action to mitigate such Losses, (C) are taken into account in the calculation of the Closing Transferred Assets Amount as reflected on the Final Settlement Statement or (D) result from the operation of the Business after the Closing.

(b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article XII , such Indemnifying Party shall be subrogated, to the extent of the amount of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses.

(c) For purposes of this Article XII and solely for purposes of determining the amount of Losses (but not determining whether there existed a breach of or inaccuracy in any representation or warranty), each representation and warranty contained in this Agreement shall be read without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to such representation or warranty.

Section 12.07. Mitigation . Each Party shall, and shall cause its applicable Affiliates and Representatives to, take reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

Section 12.08. Third Party Remedies .

(a) If any Buyer Indemnified Party is at any time entitled (whether by reason of a contractual right, availability of insurance, or a right to require a payment discount or otherwise) to recover from another Person any amount in respect of any matter giving rise to a Loss that is indemnifiable by Seller hereunder (whether before or after Seller has made a payment to any Buyer Indemnified Party hereunder and in respect thereof), Buyer shall (and shall cause its applicable Affiliates and Representatives to) (a) promptly notify Seller and provide such information as Seller may require relating to such right of recovery and the steps taken or to be taken by Buyer in connection therewith, (b) if so required by Seller (subject to Buyer being indemnified to its reasonable satisfaction by Seller against all reasonable out-of- pocket costs and expenses incurred by Buyer in respect thereof) and before being entitled to recover any amount from Seller under this Agreement, first take all steps (whether by making a claim against its insurers, commencement of an Action or otherwise) as Seller may reasonably require to pursue such recovery and (c) keep Seller fully informed of the progress of any action taken in respect thereof. Thereafter, any claim against Seller in respect of the same Loss suffered by such Buyer Indemnified Party shall be limited (in addition to the other limitations set forth in Section 12.02(b) ) to the amount by which such Loss exceed the amounts so recovered by such Buyer Indemnified Party. If Buyer Indemnified Parties recover any amounts in respect of Losses from any third party at any time after Seller has paid all or a portion of such Losses to Buyer Indemnified Parties pursuant to the provisions of this Article XII , Buyer shall, or shall cause such Buyer Indemnified Parties to, promptly (and in any event within 5 Business Days after receipt) pay over to Seller the amount so received (but only to the extent previously paid by Seller).

Section 12.09. Limitation on Liability . Notwithstanding anything in this Agreement or in any other Transaction Agreement to the contrary, in no event shall either Party or any Lender Related Party have any Liability under any Transaction Agreement (including under this Article XII ) for any consequential, special, incidental, indirect or punitive damages or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach of this Agreement); provided that such limitation shall not limit either Party’s right to recover contract damages in connection with the other Party’s failure to close in breach or violation of this Agreement.

Section 12.10. Characterization of Payments . Seller and Buyer shall treat any adjustments or indemnity payments made pursuant to this Agreement as adjustments to the Purchase Price for purposes of any Tax imposed on or measured by net or taxable income unless applicable Tax Law requires such payment not to be so treated.

ARTICLE XIII

MISCELLANEOUS

Section 13.01. Rules of Construction . The following rules of construction shall govern the interpretation of this Agreement:

(a) references to “applicable” Law or Laws with respect to a particular Person, thing or matter means only such Law or Laws as to which the Government Authority that enacted or promulgated such Law or Laws has jurisdiction over such Person, thing or matter as determined under the Laws of the State of New York as required to be applied thereunder by a court sitting in the State of New York; references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any section of any statute, rule, regulation or form include any successor to such section;

(b) an item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a Final Settlement Statement to the extent (i) there is a reserve, accrual or other similar item underlying a number on such Final Settlement Statement that is related to the subject matter of such representation, (ii) such item is otherwise specifically set forth on the Final Settlement Statement or (iii) such item is reflected on the Final Settlement Statement and is specifically referred to in the notes thereto;

(c) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is referenced in beginning the calculation of such period will be excluded (for example, if an action is to be taken within two (2) days after a triggering event and such event occurs on a Tuesday, then the action must be taken by Thursday); if the last day of such period is a non-Business Day, the period in question will end on the next succeeding Business Day;

(d) whenever the context requires, words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires;

(e) (i) the provision of a table of contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and (ii) references to the terms “Article,” “Section,” “subsection,” “subclause,” “clause,” “Schedule” and “Exhibit” are references to the Articles, Sections, subsections, subclauses, clauses, Schedules and Exhibits to this Agreement unless otherwise specified;

(f) (i) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, (ii) the terms “include,” “includes,” “including” and words of similar import when used in this

Agreement mean “including, without limitation” unless otherwise specified, (iii) the term “any” means “any and all” and (iv) the term “or” shall not be exclusive and shall mean “and/or”;

(g) (i) references to “days” means calendar days unless Business Days are expressly specified, (ii) references to “written” or “in writing” include in electronic form and (iii) references to “$” mean U.S. dollars;

(h) references to any Person includes such Person’s successors and permitted

assigns;

(i) whenever this Agreement requires any Seller Party to take any action, such requirement shall be deemed to involve an undertaking on the part of Seller to take such action or to cause such Seller Party to take such action;

(j) each Seller Party hereby agrees that (i) Buyer may deal exclusively with Seller on all matters relating to the Transaction Agreements, (ii) Buyer shall have the right to rely on all notices, communications and directions given by Seller on behalf of the other Seller Parties, and (iii) any notices, communications or directions addressed to such Seller Party but given by Buyer to Seller in accordance with Section 13.03 shall be deemed to have been given to such Seller Party; and

(k) each Party has participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any provision in this Agreement; the language used herein will be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against either Party. Further, prior drafts of this Agreement or any ancillary agreements hereto or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement or any ancillary agreements hereto shall not be used as an aide of construction or otherwise constitute evidence of the intent of the Parties; and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of such prior drafts.

Section 13.02. Expenses . Except as otherwise specified in the Transaction Agreements, each Party will pay its own costs and expenses, including legal, consulting, financial advisor and accounting fees and expenses, incurred in connection with the Transaction Agreements and the Transactions, irrespective of when incurred or whether or not the Closing occurs.

Section 13.03. Notices . All notices and other communications under or by reason of the Transaction Agreements shall be in writing and shall be deemed to have been duly given or made (a) when personally delivered, (b) when delivered by e-mail transmission with receipt confirmed (followed by delivery of an original by another delivery method provided for in this Section 13.03 ) or (c) upon delivery by overnight courier service, in each case to the addresses and attention parties indicated below (or such other address, e-mail address or attention party as the recipient party has specified by prior notice given to the sending party in accordance with this Section 13.03 ):

If to Seller, to:

General Electric Company 41 Farnsworth Street

Boston, MA 02210

Attention: Senior Counsel, Transactions

with a copy (which will not constitute notice) to:

Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022

Attention: Rory B. O’Halloran

E-mail: Rory.OHalloran@Shearman.com

If to Buyer, to:

Starwood Property Trust, Inc. 591 West Putnam Avenue Greenwich, CT 06830 Attention: Andrew Sossen

E-mail: asossen@starwood.com

with a copy (which will not constitute notice) to:

Sidley Austin LLP 787 7th Avenue

New York, NY 10019 Attention: Michael A. Gordon E-mail: mgordon@sidley.com

Section 13.04. Public Announcements . The initial press release to be issued by each Party with respect to the execution of this Agreement shall be reasonably agreed upon by the other Party. Neither Party or any Affiliate or Representative of either Party shall issue or cause the publication of any press release or public announcement or otherwise communicate with any news media in respect of the Transaction Agreements or the Transactions without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) the foregoing shall not restrict Buyer, Starwood Capital Group Global, L.P., Starwood Energy Group from providing customary information regarding this Agreement or the Transaction to the limited partners of any funds managed, directly or indirectly, by Starwood Capital Group Global, L.P. or Starwood Energy Group that are subject to customary confidentiality obligations, (b) the foregoing shall not prohibit Starwood Property Trust, Inc. from providing customary information to shareholders of Starwood Property Trust, Inc. or analysts, or (c) as a Party believes in good faith and based on reasonable advice of counsel is required by applicable Law (including in relation to any securities offering document, which if conducted prior to the Closing Date will be effected in accordance with Section 6.11(h) ) or by applicable rules of any stock exchange or quotation system on which such Party or its Affiliates lists or trades securities (in which case the disclosing Party will use its commercially reasonable efforts to (i) advise the other Party before making such disclosure and (ii) provide such other Party a reasonable opportunity to review and comment on such release or announcement and consider in good faith any comments with respect thereto).

Section 13.05. Severability . If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect under any applicable Law, as a matter of public

policy or on any other grounds, the validity, legality and enforceability of all other terms and provisions of this Agreement will not in any way be affected or impaired. If the final judgment of a court of competent jurisdiction or other Government Authority declares that any term or provision hereof is invalid, illegal or unenforceable, the Parties agree that the court making such determination will have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, illegal or unenforceable term or provision with a term or provision that is valid, legal and enforceable and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision.

Section 13.06. Assignment . This Agreement will be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Parties. Neither Party may assign (whether by operation of Law or otherwise) this Agreement or any rights, interests or obligations provided by this Agreement without the prior written consent of the other Party; provided , however , that (a) either Party may assign this Agreement and any or all rights and obligations under this Agreement to any of its Affiliates upon prior written notice to the other Party, and (b) Buyer may, without Seller’s consent: (i) assign its rights (including rights to be indemnified by Seller) hereunder with respect to any or all of the Transferred Assets or Assumed Liabilities to one or more Designated Buyer Entities in accordance with Section 2.04 ; (ii) collaterally assign its rights hereunder to one or more Lenders or other debt financing sources; and (iii) assign this Agreement or any of its rights, interests or obligations under this Agreement, in whole or in part, upon Buyer’s sale, disposition or other transfer, in whole or in part, of the Business, the Transferred Assets or the Assumed Liabilities; provided , further , that, no such assignment pursuant to clause (a) or (b) above shall release either Party from any Liability under this Agreement. Any attempted assignment in violation of this Section 13.06 shall be void ab initio .

Section 13.07. No Third Party Beneficiaries .

(a) This Agreement and the other Transaction Agreements are for the sole benefit of the Parties and their respective successors and permitted assigns, and, except as expressly set forth in the applicable Transaction Agreement, nothing in the Transaction Agreements shall create or be deemed to create any third party beneficiary rights in any Person not a party to the Transaction Agreements, including any Affiliates of any Party.

(b) Notwithstanding the foregoing, the Lender Related Parties are express third party beneficiaries of this Section 13.07 and Sections 6.11(g) , 11.03(c) , 12.09 , 13.06 , 13.09 , 13.12 , 13.13 , 13.14 , 13.16 and 13.17 .

Section 13.08. Entire Agreement . This Agreement (including the Disclosure Schedules) and the other Transaction Agreements (and all exhibits and schedules hereto and thereto) collectively constitute and contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and thereof and supersede all prior negotiations, correspondence, understandings, agreements and contracts, whether written or oral, among the Parties respecting the subject matter hereof and thereof.

Section 13.09. Amendments .

(a) The Transaction Agreements (including all exhibits and schedules thereto) may be amended, restated, supplemented or otherwise modified, only by written agreement making specific reference to the applicable Transaction Agreement to be amended, restated, supplemented or otherwise modified, in each case duly executed by each party to such Transaction Agreement.

(b) Notwithstanding anything in this Agreement to the contrary, this Section 13.09 and Sections 6.11(g) , 11.03(c) , 12.09 , 13.06 , 13.07 , 13.12 , 13.13 , 13.14 , 13.16 and 13.17 may not be amended, restated, supplemented or otherwise modified or waived in a manner that impacts in any material respect or is adverse to the Lender Related Parties without the prior written consent of the Lender Related Parties impacted or adversely affected thereby.

Section 13.10. Waiver . At any time before the Closing, either Seller or Buyer may (a) waive any breaches or inaccuracies in the representations and warranties of the other Person contained in this Agreement or in any document delivered pursuant to this Agreement or (b) waive compliance with any covenant, agreement or condition contained in this Agreement but such waiver of compliance with any such covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any such waiver shall be in a written instrument duly executed by the waiving party. No failure on the part of either Party to exercise, and no delay in exercising, any right, power or remedy under any Transaction Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Section 13.11. Agreement Controls . In the event that a provision of any other Transaction Agreement is inconsistent with, conflicts with or contradicts any term of this Agreement, the terms of this Agreement will prevail.

Section 13.12. Governing Law . The Transaction Agreements, and any Action that may be based upon, arise out of or relate or be incidental to any Transaction, any Transaction Agreement, the Debt Financing, the negotiation, execution, performance or consummation of any of the foregoing or the inducement of any Party to enter into any of the foregoing, whether for breach of contract, tortious conduct or otherwise, and whether now existing or hereafter arising (each, a “ Transaction Dispute ”), will be exclusively governed by and construed and enforced in accordance with the internal Laws of the State of New York. Seller shall cause the Seller Indemnified Parties, and Buyer shall cause the Buyer Indemnified Parties, to comply with the foregoing as though such Indemnified Parties were a Party to this Agreement.

Section 13.13. Dispute Resolution; Consent to Jurisdiction .

(a) Except as otherwise provided in Section 3.05 , any Transaction Dispute will exclusively be brought and resolved in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York sitting in the County of New York (where federal jurisdiction does not exist),

and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each Party irrevocably and unconditionally:

(i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be heard and determined in such courts;

(ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and

(iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 13.03 of any process required by any such court, will be effective service of process; provided , however , that nothing herein will be deemed to prevent a Party from making service of process by any means authorized by the Laws of the State of New York.

(b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any Transaction Dispute.

Section 13.14. Waiver of Jury Trial . To the maximum extent permitted by Law, each Party irrevocably and unconditionally waives any right to trial by jury in any forum in respect of any Transaction Dispute and covenants that neither it nor any of its Affiliates or Representatives will assert (whether as plaintiff, defendant or otherwise) any right to such trial by jury. Each Party certifies and acknowledges that (a) such Party has considered the implications of this waiver, (b) such Party makes this waiver voluntarily and (c) such waiver constitutes a material inducement upon which such Party is relying and will rely in entering into the Transaction Agreements. Each Party may file an original counterpart or a copy of this Section 13.14 with any court as written evidence of the consent of each Party to the waiver of its right to trial by jury.

Section 13.15. Admissibility into Evidence . All offers of compromise or settlement among the Parties or their Representatives in connection with the attempted resolution of any Transaction Dispute (a) shall be deemed to have been delivered in furtherance of a Transaction Dispute settlement, (b) shall be exempt from discovery and production and (c) shall not be admissible into evidence (whether as an admission or otherwise) in any proceeding for the resolution of the Transaction Dispute.

Section 13.16. Remedies; Specific Performance .

(a) Except to the extent set forth otherwise in this Agreement (including in Section 12.05 ), all remedies under this Agreement expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

(b) Each Party agrees that irreparable damage would occur and the Parties would not have an adequate remedy at law if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each Party agrees that the other Parties will be entitled to injunctive relief from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case (i) without the requirement of posting any bond or other indemnity and (ii) in addition to any other remedy to which it may be entitled, at law or in equity. Furthermore, each Party agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Agreement, and to specifically enforce the terms of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement. Each Party expressly disclaims that it is owed any duty not expressly set forth in this Agreement and waives and releases all tort claims and tort causes of action that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution or performance of this Agreement.

(c) Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that Seller shall be entitled to specific performance of Buyer’s obligations to consummate the Closing only in the event that each of the following conditions has been satisfied: (i) all of the conditions set forth in Section 10.02 have been satisfied (in each case, other than those to be satisfied at the Closing itself), and Buyer fails to complete the Closing by the date the Closing is required to have occurred pursuant to this Agreement, including Section 2.03 , (ii) the MUFG Financing has been funded or will be funded on the date the Closing is required to have occurred pursuant to this Agreement and (iii) Seller has confirmed in a written notice delivered to Buyer that if specific performance is granted and the MUFG Financing (or alternative financing, to the extent described above) are funded, Seller stands ready, willing and able for the Closing to occur. For the avoidance of doubt, while Seller may pursue both a grant of specific performance as and only to the extent expressly permitted by this Section 13.16(c) and the payment of the Termination Fee, under no circumstances shall Buyer be obligated to both specifically perform the terms of this Agreement and pay the Termination Fee.

Section 13.17. Non-Recourse . All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the Transaction Agreements, or the negotiation, execution, or performance of the Transaction Agreements (including any representation or warranty made in, in connection with, or as an inducement to, the Transaction Agreements), may be made only against (and are expressly limited to) the entities that are expressly identified as parties in the preamble to this Agreement or the other Transaction Agreements, as applicable (“ Contracting Parties ”). No Person who is not a Contracting Party, including any past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, and any financial advisor or lender (or Lender Related Party) to, any Contracting Party, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to, any of the foregoing (“ Nonparty Affiliates ”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to the Transaction Agreements or

based on, in respect of, or by reason of the Transaction Agreements or their negotiation, execution, performance, or breach; and, to the maximum extent permitted by law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates.

Section 13.18. Interest . If any payment required to be made to a Party under this Agreement is made after the date on which such payment is due, interest shall accrue on such amount from (but not including) the due date of the payment to (and including) the date such payment is actually made at the Interest Rate. All computations of interest pursuant to this Agreement shall be made on the basis of a year of 365 days, in each case for the actual number of days from (but not including) the first day to (and including) the last day occurring in the period for which such interest is payable.

Section 13.19. Disclosure Schedules and Exhibits . The Disclosure Schedules, the Buyer Disclosure Schedules, Schedules and Exhibits attached to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Any capitalized terms used in any Exhibit or Schedule or in the Disclosure Schedules or Buyer Disclosure Schedules but not otherwise defined therein shall be defined as set forth in this Agreement. The representations and warranties of Seller set forth in this Agreement are made and given subject to the disclosures contained in the Disclosure Schedules, and the representations and warranties of Buyer set forth in this Agreement are made and given subject to the disclosures contained in the Buyer Disclosure Schedules. Neither Seller or Buyer nor any of their respective Affiliates shall be, or deemed to be, in breach of any such representations and warranties (and no claim shall lie in respect thereof) in respect of any such matter so disclosed in the Disclosure Schedules or the Buyer Disclosure Schedules, respectively. Where only brief particulars of a matter are set out or referred to in the Disclosure Schedules or the Buyer Disclosure Schedules or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed to the extent such particulars or contents can be reasonably inferred from the particulars or references set forth in the Disclosure Schedules or the Buyer Disclosure Schedules, as the case may be. Inclusion of information in the Disclosure Schedules and the Buyer Disclosure Schedules will not be construed as an admission that such information is material to the business, operations or condition (financial or otherwise) of the Business. The Disclosure Schedules and the Buyer Disclosure Schedules have been arranged for purposes of convenience in separately titled Schedules corresponding to the Sections of this Agreement, however, each Section of the Disclosure Schedules and the Buyer Disclosure Schedules shall be deemed to incorporate by reference information disclosed in any other Section of the Disclosure Schedules and the Buyer Disclosure Schedules, respectively, to the extent it is reasonably apparent that the disclosure of such matter is applicable to such Section of the Disclosure Schedules or the Buyer Disclosure Schedules, as the case may be.

Section 13.20. Privilege . Buyer, for itself and its Affiliates, and its and its Affiliates’ respective successors and assigns, hereby irrevocably and unconditionally acknowledges and agrees that all attorney-client privileged communications between any Seller Parties, any of their respective current or former Affiliates or Representatives, any other Person involved with the Business and their counsel, including Shearman & Sterling LLP, made before the consummation of the Closing in connection with the negotiation, preparation, execution, delivery and Closing

under any Transaction Agreement, any Transaction Dispute, or, before the Closing, any other matter, shall continue after the Closing to be privileged communications with such counsel and neither Buyer nor any of its current or former Affiliates or Representatives nor any Person purporting to act on behalf of or through Buyer or any of its current or former Affiliates or Representatives, shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Business or on any other grounds.

Section 13.21. Counterparts . Each Transaction Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Facsimiles, e-mail transmission of .pdf signatures or other electronic copies of signatures shall be deemed to be originals.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

		SELLER:
		GE CAPITAL GLOBAL HOLDINGS, LLC

	By:	/s/ ALEC BURGER
	Name:	Alec Burger
	Title:	President

[Signature Page to Asset Purchase Agreement]

		BUYER:
		STARWOOD PROPERTY TRUST, INC.

	By:	/s/ ANDREW J. SOSSEN
	Name:	Andrew J. Sossen
	Title:	Authorized Signatory

[Signature Page to Asset Purchase Agreement]

EXHIBIT A

DEFINITIONS

“ Action ” means any action, suit, arbitration or proceeding by or before any Government Authority.

“ Affiliate ” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person; provided , however , that for the purposes of this Agreement Seller shall not be deemed an Affiliate of Buyer.

“ Agent ” means the administrative agent, collateral agent or other representative of, any bank, lender, financial institution or other Person pursuant to an Agency Agreement.

“ Agreement ” means this Asset Purchase Agreement, dated as of August 7, 2018, by and between Seller and Buyer, including the Disclosure Schedules, the Buyer Disclosure Schedules and the Exhibit, and all amendments to such agreement made in accordance with Section 13.09 .

“ Antitrust Laws ” means the HSR Act and any other Laws applicable to Buyer or any Seller Party under any applicable jurisdiction that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

“ Bankruptcy and Equity Exception ” means the effect on enforceability of (a) any applicable Law relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Law relating to or affecting creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

“ Benefit Plans ” means (a) all employee benefit plans (including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA) and (b) all retirement, pension, welfare benefit, bonus, stock option, equity, phantom equity or equity-based award, stock purchase, stock appreciation, restricted stock, incentive, supplemental retirement, deferred compensation, retiree health, health, dental, welfare, medical, disability, life insurance, severance, Code Section 125 flexible benefit, or vacation plans, policies, programs or agreements and any other similar plans, policies, programs or agreements.

“ Business ” means exclusively the business (including by acting as a lender and/or administrative agent) of sourcing, originating, arranging, underwriting, and syndicating senior secured debt positions in support of energy infrastructure project finance borrowers, including developers, independent power producers and financial owners, and managing the Transferred Assets with the Continuing Employees by or through the GE EFS Project Finance Debt Business, a segment of GE Energy Financial Services.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York, New York are required or authorized by Law to be closed.

Ex. A - 1

“ Buyer Disclosure Schedules ” means the disclosure schedules dated as of the Agreement Date delivered by Buyer to Seller, and which form a part of this Agreement.

“ Buyer Fundamental Representations ” means the representations and warranties made in Section 5.01 (Incorporation and Authority of Buyer) and Section 5.07 (Brokers).

“ Buyer Transaction Agreements ” means this Agreement and each other Transaction Agreement to which Buyer is named as a party on the signature pages thereto.

“ Buyer Transactions ” means the transactions contemplated by the Buyer Transaction Agreements.

“ Closing Conditions ” means conditions to the respective obligations of the Parties to consummate the transactions contemplated by this Agreement, as set forth in Article X .

“ Closing Transferred Assets Amount ” means, without duplication, (i) with respect to each Transferred Financing Contract, the sum (the “ Loan Purchase Price ”) of (A) the Principal Balance under such Transferred Financing Contract determined as of the Effective Time, plus (B) the sum of (1) the amount of accrued but unpaid cash interest (or accrued non- cash PIK or similar interest that could be added to the principal balance for each Transferred Financing Contract as of the next interest payment date) owing by the Obligors to a Seller Party under such Transferred Financing Contract as of the Effective Time plus (2) the amount of accrued but unpaid fees and other amounts owing by the Obligors to a Seller Party under such Transferred Financing Contract as of the Effective Time; and (ii) (x) the amount of fees accrued but not received by the Seller Parties under the Assumed Contracts, less (y) the amount of any accrued but unpaid expenses relating to Continuing Employees (including any accrued but unpaid payroll, bonus, incentive compensation and other employee-related expenses), in each case determined as of the Effective Time in accordance with GAAP (such amount, the “ Net Accrual ”); provided that, for the avoidance of doubt, clause (y) shall not include any payments made pursuant to any offer letter or any other employment agreement, bonus plan or other analogous agreement or plan entered into by Buyer or its Affiliates with any Continuing Employee. For purposes of calculating the Closing Transferred Assets Amount, any amounts not denominated in United States Dollars shall be converted to United States Dollars at the exchange rate published by Bloomberg as of (or as close as practicable to) the Effective Time (or, in the case of the Closing Notice, as of a date and time not earlier than two Business Days prior to such delivery).

“ Code ” means the U.S. Internal Revenue Code of 1986.

“ Confidentiality Agreement ” means the Confidentiality Agreement dated May 21, 2018, by and between an Affiliate of Seller and Buyer, as the same may be amended from time to time in accordance with its terms.

“ Consent ” means any consent, approval, or authorization.

“ Continuing Employees ” has the meaning set forth in the Employee Matters

Agreement.

Ex. A - 2

“ Control ” means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled by,” “Controlled,” “under common Control with” and “Controlling” shall have correlative meanings.

“ Cut-Off Date Portfolio Information ” means with respect to each Financing Contract on the Cut-Off Date Portfolio Tape, the information from the following fields of the Portfolio Tapes as applicable to such loan: GE ID, Borrower Name, Sponsors, Primary Revenue Contract, Revenue Contract Counterparty, Remaining tenor of contract (if applicable), Financing Type, GE Outstanding Balance (local), GE Commitment (local), Accrued Interest (local currency), Accrued Fees (local currency), Maturity Date, Seniority / Lien Position, Benchmark (Libor, Euribor, etc.), Current Margin and Commitment Fee.

“ Cut-Off Date Portfolio Tape ” means the computer disk, computer tape or other electronic data format delivered to Buyer pursuant to Section 3.02(a)(iii) setting forth, as of the close of business on the last Business Day of the month immediately preceding the Closing Date (or, if the Closing Date is prior to the 15 th day of a month, the close of business on the last Business Day of the month immediately preceding that preceding month), the Cut-Off Date Portfolio Information for each Financing Contract included in the Signing Date Portfolio Tape and each Financing Contract relating to New Loans (other than any of the foregoing loans that have been repaid or prepaid in full and as to which all commitments have been terminated).

“ Designated Buyer Entity ” means a controlled Affiliate of Buyer designated in writing by Buyer to Seller no later than three (3) Business Days prior to the Closing (or in the case of Section 2.02(c) , at any time prior to the expiration of the periods described therein).

“ Disclosure Schedules ” means the disclosure schedules dated as of the Agreement Date delivered by Seller to Buyer, and which form a part of this Agreement.

“Employment Liabilities ” has the meaning set forth in the Employee Matters

Agreement.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, and the

rules and regulations promulgated thereunder.

“Excluded Employment Liabilities ” has the meaning set forth in the Employee Matters Agreement.

“ Fees ” means, with respect to the Transferred Financing Contracts, amortizing fees, unused line fees, prepayment fees, fees for serving as agent, letter of credit fees or syndication fees.

“ Financing Contract ” means, collectively, (1) any written contract in existence on or prior to the Closing, in the form of (a) a secured or unsecured financing of assets, (b) a commitment to extend credit from time to time or (c) a secured or unsecured loan, note, bond, trust certificate or other debt instrument and in each case, with respect to which and to the extent that (i) a Seller Party is the agent, lessor, purchaser, lender, noteholder, bondholder, certificate holder, secured party or obligee (whether initially or as an assignee) or (ii) it is between an

Ex. A - 3

Obligor, on the one hand, and a lessor, purchaser, obligee, secured party or assignee of any of the foregoing, on the other hand, and (A) which would be a Financing Contract if a Seller Party were the lessor, seller, obligee, secured party or assignee of any of the foregoing thereunder, and (B) with respect to which and to the extent that a Seller Party is an assignee of the revenues or claims with respect thereto, (2) any notes, security agreements, pledge agreements, mortgages, deeds of trust, intercreditor agreements, guaranties in each case relating to such written contract in clause (1) and (3) any other ancillary agreements and other instruments relating thereto (including, in each case of clauses (1) through (3), any schedule or amendment thereto or assignment, assumption, renewal or novation thereof).

“ GAAP ” means U.S. generally accepted accounting principles.

“ GE ” means General Electric Company, a New York corporation.

“ GE Materials ” means, collectively: (i) the accounting policies and related documentation of GE and its Affiliates; (ii) Six Sigma and LEAN software, documentation and materials of GE and its Affiliates; (iii) the corporate policies and manuals of GE and its Affiliates; and (iv) the training materials of GE and its Affiliates.

“ Government Authority ” means any U.S. federal, state or local or any supra- national or non-U.S. government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“ Intellectual Property ” means all of the following intellectual property:

(a) patents, patent applications, and patent rights, including any such rights granted upon any reissue, reexamination, division, extension, provisional, continuation, or continuation-in-part applications, (b) copyrights, moral rights, mask work rights, database rights and design rights, in each case, whether or not registered, and registrations and applications for registration thereof, and all rights therein provided by international treaties or conventions, (c) trade secrets and (d) trademarks, service marks, trade names, trade dress and Internet domain names, together with the goodwill associated exclusively therewith (“ Trademarks ”).

“ Interest Rate ” means the rate of interest per annum equal to the rate of interest published from time to time by the Wall Street Journal as the prime rate at the large U.S. money center banks.

“ IRS ” means the U.S. Internal Revenue Service.

“ Knowledge of Buyer ” means the knowledge of the Persons listed on Section 1.01 of the Disclosure Schedules under the heading “Buyer”, in each case, after reasonable inquiry of such Person’s direct reports.

“ Knowledge of Seller ” means the actual knowledge, without any duty of investigation or inquiry, of the Persons listed on Section 1.01 of the Disclosure Schedules under the heading “Seller”, in each case, after reasonable inquiry of such Person’s direct reports.

Ex. A - 4

“ Law ” means any U.S. federal, state, local or non-U.S. statute, law, ordinance, regulation, rule, code, Order or other requirement or rule of law (including common law) promulgated by a Government Authority.

“ Liabilities ” means any liability, debt, guarantee, claim, cause of action, demand, expense, commitment or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) of every kind and description, including all costs and expenses related thereto.

“ Licensed Models ” means the models set forth on Section 7.03(a)(ii)-(B) of the Disclosure Schedules.

“ Licensed Software ” means the software set forth on Section 7.03(a)(ii)-(C) of the Disclosure Schedules.

“ Lien ” means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, lien or charge of any kind.

“ Losses ” means all losses, damages, costs, expenses, Taxes and liabilities actually suffered or incurred and paid (including reasonable attorneys’ fees).

“ Material Adverse Effect ” means any change, effect, event or occurrence, that has had or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, liabilities or results of operations of the Business, taken as a whole; provided , however , that any adverse change, effect, event or occurrence arising out of, resulting from or attributable to (a) an event or circumstances or series of events or circumstances affecting (i) the U.S. (or any other country or jurisdiction) or the global economy generally or capital, financial, banking, credit or securities markets generally, including changes in interest or exchange rates, (ii) political conditions generally of the U.S. or any other country or jurisdiction in which the Business or any Seller Party or its Affiliates operates or (iii) any industry generally in which the Business operates or in which products or services of the Business are used or distributed, (b) the negotiation, pendency, announcement or consummation of the Transactions contemplated by, or the performance of obligations under this Agreement or any other Transaction Agreement, including adverse effects related to compliance with covenants or agreements contained herein, the failure to take any action as a result of any restrictions or prohibitions set forth herein or the identity of Buyer or its Affiliates, and any adverse effect proximately caused by (A) shortfalls or declines in revenue, margins or profitability, (B) threatened or actual loss of, or disruption in, any customer, supplier, vendor, employee or landlord relationships or (C) loss of any personnel, (c) any changes in applicable Law or GAAP, or accounting principles, practices or policies that any of the Seller Parties is required to adopt, or the enforcement or interpretation thereof (d) actions specifically permitted to be taken or omitted pursuant to this Agreement or actions taken or omitted to be taken at the request or with the consent of Buyer, (e) the effect of any action taken by Buyer or its Affiliates with respect to any Transaction or with respect to any Seller Party or its Affiliates, (f) any acts of God, including any earthquakes, hurricanes, tornadoes, floods, tsunami, or other natural disasters, or any other damage to or destruction of Transferred Assets caused by casualty, (g) any hostilities, acts of war (whether or not declared), sabotage, terrorism or military actions, or any escalation or worsening

Ex. A - 5

of any such hostilities, act of war, sabotage, terrorism or military actions, (h) any failure to meet internal or published projections, estimates or forecasts of revenues, earnings, or other measures of financial or operating performance for any period ( provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded), (i) any adverse change or effect that is cured before the Closing shall not, in any such case, constitute or be deemed to contribute to a Material Adverse Effect, and otherwise shall not be taken into account in determining whether a Material Adverse Effect has occurred or would be reasonably likely to occur or (j) actions taken by the Obligors pursuant to the terms of the Transferred Financing Contracts; provided that any adverse effect arising out of, resulting from or attributable to the foregoing clauses (a), (f) and (g) may be taken into account in determining whether a Material Adverse Effect has occurred or would be reasonably likely to occur to the extent such adverse effect has a material and disproportionate impact on the Business, taken as a whole, relative to other similarly situated businesses in the same industries.

“ Obligor ” means any Person that is an obligor, borrower, guarantor or lessee or provides security under any Financing Contract.

“ Order ” means any order, writ, judgment, injunction, temporary restraining order, decision, ruling, decree, stipulation, determination, award of, entered by or legally-binding agreement with, any Government Authority.

“ Permits ” means all permits, licenses, Consents, registrations, concessions, grants, franchises, certificates, identification numbers, exemptions, waivers, and filings issued or required by any Government Authority under applicable Law.

“ Permitted Liens ” means the following Liens: (a) Liens for Taxes, assessments or other governmental charges or levies that are not yet due or payable or that are being contested in good faith by appropriate proceedings or that may thereafter be paid without penalty; (b) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security; (c) solely to the extent not encumbering any Transferred Financing Contracts at the Closing, Liens incurred in the ordinary course of business securing Liabilities that are not material to the Transferred Assets, (d) Liens created by or through, or resulting from any facts or circumstances relating to, Buyer or its Affiliates; (e) Liens arising out of, under or in connection with this Agreement or the other Transaction Agreements; (f) in the case of Intellectual Property and technology, licenses, options to license, covenants or other grants; and (g) solely to the extent not encumbering any Transferred Financing Contracts at the Closing, other Liens that individually or in the aggregate would not reasonably be expected to be material to the Business.

“ Person ” means any natural person, general or limited partnership, corporation, company, trust, limited liability company, limited liability partnership, firm, association or organization or other legal entity.

“ Portfolio Tapes ” means the Signing Date Portfolio Tape and the Cut-Off Date Portfolio Tape.

Ex. A - 6

“ Pre-Closing Period ” means the period beginning on the Agreement Date and ending on the earlier of the Closing Date and the date this Agreement is terminated in accordance with its terms.

“ Principal Balance ” means with respect to any Financing Contract at any time, the outstanding unpaid principal balance held by the applicable Seller Party under such Financing Contract at such time (including interest which has been capitalized or otherwise added to principal).

“ REIT ” means a “real estate investment trust” as defined under Section 856, et. seq. of the Code.

“ Representative ” of a Person means the partners, members, managers, directors, officers, employees, advisors, agents, consultants, attorneys, accountants, investment bankers or other representatives of such Person.

“ Required Government Approvals ” means the approvals set forth on Section 10.01(b) of the Disclosure Schedules under the heading “Required Government Approvals”.

“ Required Government Notices ” means the notifications set forth on Section 10.01(b) of the Disclosure Schedules under the heading “Required Government Notices”.

“ Retained Intellectual Property ” means any Intellectual Property (excluding (a) Trademarks, (b) Intellectual Property licensed to Buyer pursuant to the Transitional Services Agreement and (c) Intellectual Property in the GE Materials) used in connection with the operation of the Business as of the Closing Date that (i) is not Transferred Intellectual Property, and (ii) is owned by Seller or its Affiliates as of the Closing Date.

“ Securities Act ” means the Securities Act of 1933.

“ Seller Fundamental Representations ” means the representations and warranties made in Section 4.01 (Incorporation and Authority of the Seller Parties; Enforceability) and Section 4.14 (Brokers).

“ Seller LCs ” means collectively, (a) all letters of credit, guarantees and other financial assurance obligations issued or entered into by or on behalf of any Seller Party or its Affiliates for the account or benefit of any Obligor in connection with any Transferred Financing Contract and (b) all letters of credit and surety bonds issued for the account of Seller in connection with any Transferred Financing Contract.

“ Seller Names and Seller Marks ” means the names or marks of GE, Seller or any of their respective Affiliates, including names that use or contain “GE” (in block letters or otherwise), the GE monogram, “General Electric Company” and “General Electric,” either alone or in combination with other words and all marks, trade dress, logos, monograms, domain names and other source identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words.

Ex. A - 7

“ Seller Personal Data ” means any information relating to an identified or identifiable natural person that (i) is obtained by Buyer or any of its Affiliates from Seller or any of its Affiliates or Representatives, (ii) is processed by Buyer or any of its Affiliates on behalf of Seller or any of its Affiliates, (iii) pertains to the personnel of Seller or any of its Affiliates, or (iv) is created by Buyer or any of its Affiliates based on information of the types referred to in any of clauses (i), (ii), or (iii) above.

“ Seller Transaction Agreements ” means this Agreement and each other Transaction Agreement to which any Seller Party is named as a party on the signature pages thereto.

“ Seller Transactions ” means the transactions contemplated by the Seller Transaction Agreements.

“ Shared Intellectual Property ” means any Transferred Intellectual Property (excluding Trademarks), if any, that is used in connection with any of the retained businesses of Seller or its Affiliates as of the Closing Date.

“ Signing Date Portfolio Information ” means with respect to each Financing Contract on the Signing Date Portfolio Tape, the information from the following fields of the Portfolio Tapes as applicable to such loan: GE ID, Borrower Name, Sponsors, Primary Revenue Contract, Revenue Contract Counterparty, Remaining tenor of contract (if applicable), Financing Type, GE Outstanding Balance (local), GE Commitment (local), Accrued Interest (local currency), Accrued Fees (local currency), Maturity Date, Seniority / Lien Position, Benchmark (Libor, Euribor, etc.), Current Margin and Commitment Fee.

“ Signing Date Portfolio Tape ” means the computer disk, computer tape or other electronic data format delivered to Buyer setting forth, as of June 30, 2018, the Signing Date Portfolio Information for each Financing Contract.

“ Signing Date Transferred Assets Amount ” means the amount set forth on Section 3.03(a)(i) of the Disclosure Schedule under the heading “Signing Date Transferred Assets Amount.”

“ Standardized Form ” means, with respect to a Transferred Financing Contract, a form agreed between Seller and Buyer for the transfer of beneficiary interests in loan products or marketable securities.

“ Subsidiary ” of any specified Person means any other Person of which such first Person owns (either directly or through one or more other Subsidiaries) a majority of the outstanding equity securities or securities carrying a majority of the voting power in the election of the board of directors or other governing body of such Person, and with respect to which entity such first Person is not otherwise prohibited contractually or by other legally binding authority from exercising Control.

“ Tax ” or “ Taxes ” means any and all taxes and other fees, duties, levies, customs, assessments, withholdings and charges, in each case, in the nature of a Tax, including any

Ex. A - 8

interest, penalties, or other additions to that may become payable in respect thereof, imposed by any Government Authority.

“ Tax Returns ” means any and all returns, reports, information returns, declarations or similar statements required to be supplied to any Taxing Authority with respect to Taxes, including any claim for refund or amendment thereof.

“ Taxing Authority ” means any Government Authority having jurisdiction over the assessment, determination, collection, administration or imposition of any Tax.

“ Transaction Agreements ” means this Agreement, the Employee Matters Agreement, the Transitional Services Agreement, and the Assignment and Assumption Agreements, in each case including all exhibits and schedules thereto and all amendments thereto made in accordance with the respective terms thereof.

“ Transactions ” means the transactions contemplated by this Agreement and the other Transaction Agreements.

“ Transfer Taxes ” means any and all transfer Taxes, including sales, use, excise, stock, stamp, ad valorem, value-added, real estate or real property transfer Taxes, documentary, filing, recording, permit, license, authorization and similar Taxes and all related or similar fees and charges.

“ Transferred Books and Records ” means all transaction files, documents, instruments, notices, papers, books and records, (whether in paper, digital or other tangible or intangible form) that (a) relate to any Transferred Financing Contract including all credit memorandums and other credit files related to the Obligors under Transferred Financing Contracts, (b) relate to personnel and employment records to the extent transferred pursuant to the Employee Matters Agreement, (c) relate to any Financing Contract that would have been a Transferred Financing Contract if this Agreement had been executed at any point during the seven years prior to the Closing Date, or (d) exclusively relate to the Business during the seven years prior to the Closing Date and are in the possession of the Seller Parties, in each case, other than Tax Returns.

“ Transferred Financing Contracts ” means, collectively, the Seller Parties’ interest in (a) the Financing Contracts reflected on the Cut-Off Date Portfolio Tape and (b) the Financing Contracts entered into by a Seller Party in respect of the Business in accordance with this Agreement between the date of the Cut-Off Date Portfolio Tape and the Closing Date.

“ Transferred Intellectual Property ” means all Intellectual Property embodied by the Transferred Assets (excluding the Seller Names and Seller Marks); provided that Transferred Intellectual Property shall not include any Intellectual Property used in connection with the operation of the Business that is also used in connection with any of the retained businesses of Seller or any of its Affiliates, in both cases, as of the Closing Date, and further provided that, for the avoidance of doubt, such excluded Intellectual Property shall be Retained Intellectual Property to the extent owned by Seller or any of its Affiliates as of the Closing Date and not excluded from the definition of Retained Intellectual Property by (a)-(c) of such definition.

Ex. A - 9

“ U.S. ” means the United States of America and its territories.

Ex. A - 10

Action.................................................................................................................................Exhibit A

Affiliate ..............................................................................................................................Exhibit A

Agency Agreement ........................................................................................................Section 6.09

Agent..................................................................................................................................Exhibit A

Agreement..........................................................................................................................Exhibit A

Agreement Date ................................................................................................................. Preamble

Antitrust Laws....................................................................................................................Exhibit A

Assignment and Assumption Agreements ........................................................... Section 3.02(a)(ii)

Assumed Contracts ................................................................................................Section 2.01(a)(i)

Assumed Liabilities .................................................................................................. Section 2.01(c)

Bankruptcy and Equity Exception .....................................................................................Exhibit A

Benefit Plans ......................................................................................................................Exhibit A

Business .............................................................................................................................Exhibit A

Business Day......................................................................................................................Exhibit A

Business Employees.................................................................................................. Section 4.09(a)

Business Plans...........................................................................................................Section 4.09(b)

Buyer.................................................................................................................................. Preamble

Buyer Covenanted Parties......................................................................................... Section 7.03(a)

Buyer Disclosure Schedules ..............................................................................................Exhibit A

Buyer Fundamental Representations .................................................................................Exhibit A

Buyer Indemnified Parties ...................................................................................... Section 12.02(a)

Buyer Related Party ................................................................................................ Section 11.03(c)

Buyer Transaction Agreements..........................................................................................Exhibit A

Buyer Transactions ............................................................................................................Exhibit A

Cap ..................................................................................................................... Section 12.02(b)(ii)

Closing ...........................................................................................................................Section 2.03

Closing Conditions.............................................................................................................Exhibit A

Closing Date...................................................................................................................Section 2.03

Closing Notice .......................................................................................................... Section 3.03(a)

Closing Payment .................................................................................................. Section 3.03(a)(ii)

Closing Transferred Assets Amount ..................................................................................Exhibit A

Code ...................................................................................................................................Exhibit A

Commitment Letters ................................................................................................. Section 5.06(a)

Confidentiality Agreement.................................................................................................Exhibit A

Consent ..............................................................................................................................Exhibit A

Consultation Period...................................................................................................Section 3.05(b)

Continuing Employees.......................................................................................................Exhibit A

Contracting Parties.......................................................................................................Section 13.17

Control ...............................................................................................................................Exhibit A

Cut-Off Date Portfolio Information ...................................................................................Exhibit A

Cut-Off Date Portfolio Tape ..............................................................................................Exhibit A

Debt Commitment Letters......................................................................................... Section 5.06(a)

Debt Financing.......................................................................................................... Section 5.06(a)

Deductible Amount ........................................................................................Section 12.02(b)(i)(B)

Designated Buyer Entity ....................................................................................................Exhibit A

Disclosure Schedules .........................................................................................................Exhibit A

Ex. A - 11

Employee Matters Agreement ..............................................................................................Recitals

Effective Time ...............................................................................................................Section 2.03

ERISA ................................................................................................................................Exhibit A

Estimated Closing Transferred Assets Amount ........................................................ Section 3.03(a)

Estimated Closing Transferred Assets Excess Amount............................................ Section 3.03(a)

Estimated Closing Transferred Assets Shortfall Amount......................................... Section 3.03(a)

Excluded Assets ........................................................................................................Section 2.01(b)

Excluded Liabilities ..................................................................................................Section 2.01(d)

Existing Stock ...........................................................................................................Section 7.02(b)

Final Settlement Statement ....................................................................................... Section 3.05(c)

Financing................................................................................................................... Section 5.06(a)

Financing Contract.............................................................................................................Exhibit A

Franchise Premium ........................................................................................................Section 3.01

GAAP.................................................................................................................................Exhibit A

GE ......................................................................................................................................Exhibit A

GE Materials ......................................................................................................................Exhibit A

Government Approvals ............................................................................................. Section 6.04(a)

Government Authority .......................................................................................................Exhibit A

HSR Act .............................................................................................................................Exhibit A

ICC ............................................................................................................................ Section 3.05(c)

Indemnified Party.................................................................................................... Section 12.04(a)

Indemnifying Party ................................................................................................. Section 12.04(a)

Independent Accounting Firm .................................................................................. Section 3.05(c)

Initial Settlement Statement ...................................................................................... Section 3.04(a)

Intellectual Property...........................................................................................................Exhibit A

Interest Rate .......................................................................................................................Exhibit A

IRM Agreements....................................................................................................... Section 6.07(a)

IRM Assignment Agreements................................................................................... Section 6.07(a)

IRS .....................................................................................................................................Exhibit A

Knowledge of Seller ..........................................................................................................Exhibit A

Law ....................................................................................................................................Exhibit A

Lenders...................................................................................................................... Section 5.06(a)

Lender Related Parties ..............................................................................................Section 6.11(g)

Liabilities ...........................................................................................................................Exhibit A

Lien ....................................................................................................................................Exhibit A

Loan Purchase Price...........................................................................................................Exhibit A

Losses.................................................................................................................................Exhibit A

Material Adverse Effect .....................................................................................................Exhibit A

MUFG Financing ...................................................................................................... Section 5.06(a)

Net Swap Loss .......................................................................................................... Section 6.07(a)

New Loan Report ...........................................................................................................Section 6.10

New Loans .....................................................................................................................Section 6.10

Nonparty Affiliates ......................................................................................................Section 13.17

Notice of Disagreement ............................................................................................ Section 3.05(a)

Obligor ...............................................................................................................................Exhibit A

Order ..................................................................................................................................Exhibit A

Ex. A - 12

Outside Date............................................................................................................Section 11.01(d)

Parent Plans...............................................................................................................Section 4.09(b)

Participation Agreement ...........................................................................................Section 2.02(b)

Parties................................................................................................................................. Preamble

Permits ...............................................................................................................................Exhibit A

Permitted Liens ..................................................................................................................Exhibit A

Person.................................................................................................................................Exhibit A

Portfolio Premium..........................................................................................................Section 3.01

Portfolio Tapes...................................................................................................................Exhibit A

Post-Closing Adjustment ...............................................................................................Section 3.06

Pre-closing Assumption Event.................................................................................. Section 6.07(a)

Pre-Closing Period .............................................................................................................Exhibit A

Principal Balance ...............................................................................................................Exhibit A

Prospective Business Employee .......................................................................... Section 6.01(a)(v)

Purchase Price ................................................................................................................Section 3.01

Representative....................................................................................................................Exhibit A

Required Government Approvals ......................................................................................Exhibit A

Required Government Notices...........................................................................................Exhibit A

Retained Intellectual Property............................................................................................Exhibit A

Review Period ........................................................................................................... Section 3.04(c)

SEC ........................................................................................................................... Section 7.01(a)

Securities Act .....................................................................................................................Exhibit A

Seller .................................................................................................................................. Preamble

Seller Banker..................................................................................................................Section 4.14

Seller Covenanted Parties ......................................................................................... Section 7.03(a)

Seller Designees........................................................................................................ Section 4.01(a)

Seller Fundamental Representations..................................................................................Exhibit A

Seller Indemnified Parties....................................................................................... Section 12.03(a)

Seller Insurance Policies ........................................................................................... Section 7.04(a)

Seller LCs...........................................................................................................................Exhibit A

Seller Marks Period...................................................................................................Section 7.02(b)

Seller Names and Seller Marks..........................................................................................Exhibit A

Seller Parties ...................................................................................................................... Preamble

Seller Transaction Agreements ..........................................................................................Exhibit A

Seller Transactions.............................................................................................................Exhibit A

Shared Intellectual Property...............................................................................................Exhibit A

Signing Date Portfolio Information ...................................................................................Exhibit A

Signing Date Portfolio Tape ..............................................................................................Exhibit A

Statement of Estimated Closing Transferred Assets Amount............................... Section 3.03(a)(i)

Straddle Period...............................................................................................................Section 9.02

Sub-Agency Arrangements ............................................................................................Section 6.09

Subsidiary ..........................................................................................................................Exhibit A

Tax .....................................................................................................................................Exhibit A

Tax Returns........................................................................................................................Exhibit A

Taxes ..................................................................................................................................Exhibit A

Taxing Authority................................................................................................................Exhibit A

Ex. A - 13

Termination Fee ...................................................................................................... Section 11.03(a)

Third Party Claim ................................................................................................... Section 12.04(a)

Third Party Components ........................................................................................... Section 7.03(a)

Third Party Consents......................................................................................................Section 6.05

Trademarks ........................................................................................................................Exhibit A

Transaction Agreements ....................................................................................................Exhibit A

Transaction Dispute .....................................................................................................Section 13.12

Transactions .......................................................................................................................Exhibit A

Transfer Taxes ...................................................................................................................Exhibit A

Transferred Assets .................................................................................................... Section 2.01(a)

Transferred Books and Records.........................................................................................Exhibit A

Transferred Financing Contracts........................................................................................Exhibit A

Transferred Intellectual Property .......................................................................................Exhibit A

Transitional Services Agreement ..........................................................................................Recitals

U.S. ....................................................................................................................................Exhibit A

Ex. A - 14

Exhibit 10.1

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

FIRST AMENDMENT, dated as of August 1, 2018 (this “ Amendment ”), to the Third Amended and Restated Credit Agreement, dated as of February 28, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among Starwood Property Mortgage Sub-10, L.L.C. and Starwood Property Mortgage Sub-10-A, L.L.C., as Borrowers, Starwood Property Trust, Inc. and the subsidiaries of Starwood Property Trust, Inc. from time to time party thereto, as Guarantors, Bank of America, N.A., as Administrative Agent thereunder (in such capacity, the “ Administrative Agent ”) and the Lenders from time to time party thereto (collectively, the “ Lenders ”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Borrowers have requested that the Credit Agreement be modified as herein set forth.

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

SECTION 1. Amendments to Credit Agreement Relating to “Flex Period” .

1.1 New Definitions . Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:

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

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

“ First Amendment ” means the First Amendment to this Agreement, dated as of August 1, 2018, among the Loan Parties, the Administrative Agent and the Lenders party thereto.

“ First Amendment Effective Date ” has the meaning specified in Section 3.1 of the First Amendment.

“ Flex Amendment Effective Date ” has the meaning specified in Section 3.2 of the First Amendment.

“ Flex Period ” means the period commencing on the Flex Amendment Effective Date and ending on the earlier to occur of (i) September 28, 2018 and (ii) the first Business Day following receipt by the Administrative Agent of a written notice from the Borrowers stating that they have elected to terminate the Flex Period.

1.2 Definition of Applicable Percentage . The last sentence of the definition of “Applicable Percentage” contained in Section 1.01 of the Credit Agreement is hereby amended and restated to read as follows:

The Applicable Percentage of each Lender as of the Flex Amendment Effective Date is set forth opposite the name of such Lender (i) on Part A of Schedule 2.01 at any time during the Flex Period, (ii) on Part B of Schedule 2.01 at any time other than during the Flex Period, or (iii) with

respect to any Lender that becomes a party to this Agreement after the Flex Amendment Effective Date, as set forth in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, in each case as such amount may be adjusted from time to time in accordance with this Agreement.

1.3 Definition of Commitment . The definition of “Commitment” contained in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Commitment ” means, as to each Lender, its obligation to make Revolving Credit Loans to the Borrowers pursuant to Section 2.01 and purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name (i) on Part A of Schedule 2.01 at any time during the Flex Period, (ii) on Part B of Schedule 2.01 at any time other than during the Flex Period, or (iii) with respect to any Lender that becomes a party to this Agreement after the Flex Amendment Effective Date, as set forth in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, in each case as such amount may be adjusted from time to time in accordance with this Agreement.

1.4 Definition of Release Conditions . Clause (d) of the definition of “Release Conditions” contained in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(d) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.27 , in all respects) on and as of the effective date of the proposed Release Transaction and, both before and after giving effect to such removal and/or release, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (A)) after giving effect to such qualification and (C) for purposes of this clause, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) , respectively, of Section 6.01 ;

1.5 Amendment to Section 2.12(a)(ii)(D) . Section 2.12(a)(ii)(D) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(D) The Administrative Agent shall have received a certificate of each Loan Party dated as of the effective date of such Maturity Date extension signed by a Responsible Officer of such Loan Party certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.27 , in all respects) on and as of such date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (z) for purposes of this Section 2.12(a) , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 , and (B) no Default exists;

1.6 Amendments to Section 2.12(b)(iv) .

1.6.1. Section 2.12(b)(iv)(E) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(E) The Administrative Agent shall have received a certificate of each Loan Party dated as of the effective date of such First Extended Maturity Date extension signed by a Responsible Officer of such Loan Party certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.27 , in all respects) on and as of such date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (z) for purposes of this Section 2.12(b) , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 , and (B) no Default exists;

1.6.2 The word “and” appearing at the end of Section 2.12(b)(iv)(F) of the Credit Agreement is hereby deleted, the period appearing at the end of Section 2.12(b)(iv)(G) of the Credit Agreement is hereby deleted and replaced with a semi-colon and the following clauses are hereby added to the end of Section 2.12(b)(iv):

(H) upon the reasonable request of any Lender made at least ten days prior to the effectiveness of an extension of the First Extended Maturity Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least five days prior to such effectiveness date; and

(I) at least five days prior to the effectiveness of an extension of the First Extended Date, if either Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver to each Lender that so requests the same at least ten days prior to the effectiveness of such extension a Beneficial Ownership Certification in relation to such Borrower.

1.7 Amendment to Section 2.15(e) . Section 2.15(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(e) Conditions to Effectiveness of Increase . As conditions precedent to each such increase, (i) the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase or (2) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on

the Restatement Effective Date (if such resolutions include approval to increase the Aggregate Commitments to an amount at least equal to $650,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption , and (y) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.27 , in all respects) on and as of such Increase Effective Date, except to the extent that (1) such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.15 , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) , respectively, of Section 6.01 , and (B) no Default shall have occurred and is then continuing, (ii) the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrowers and each Eligible Assignee that is becoming a Lender in connection with such increase, which New Lender Joinder Agreement shall (in order to be effective) be acknowledged and consented to in writing by the Administrative Agent and the Swing Line Lender and (y) written confirmation from each existing Lender, if any, participating in such increase of the amount by which its Commitment will be increased, which confirmation shall (in order to be effective) be acknowledged and consented to in writing by the Swing Line Lender and (iii) the Borrowers shall have paid to the Arranger any fee required to be paid by the Borrowers as agreed to in writing by the Arranger and the Borrowers in connection therewith .

1.8 New Section 2.17 . The following is hereby added to the Credit Agreement as Section 2.17 thereof:

2.17. Flex Period Settlements .

(a) On the Flex Amendment Effective Date, (i) the participation interests of the Lenders in any outstanding Swing Line Loans shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages as set forth in Part A of Schedule 2.01 , and any Lender whose Commitment has increased by virtue of such reallocation shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased share of all Revolving Credit Loans in accordance with its adjusted Applicable Percentage, (ii) the Administrative Agent will use the proceeds thereof to pay to each existing Lender whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Revolving Credit Loans will be equal to its adjusted Applicable Percentage, and (iii) if the Flex Amendment Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Rate Loan, then the Borrowers shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (ii) of this sentence.

(b) Upon expiration or termination of the Flex Period, (i) the participation interests of the Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages as set forth in Part B of Schedule 2.01 , and any Lender whose Commitment has increased by virtue of such reallocation shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased share of all Revolving Credit Loans in accordance with its adjusted Applicable Percentage, (ii)

the Administrative Agent will use the proceeds thereof to pay to each existing Lender whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Revolving Credit Loans will be equal to its adjusted Applicable Percentage, and (iii) if the Flex Period expires on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Rate Loan, then the Borrowers shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (ii) of this sentence.

1.9 Amendment to Section 3.03(b) . Section 3.03(b) of the Credit Agreement is hereby amended to add the following sentence at the end thereof:

The provisions of this Section 3.03(b) shall supersede any provision in Section 11.01 to the contrary.

1.10 New Section 5.27 . The following is hereby added to the Credit Agreement as Section 5.27 thereof:

Section 5.27 Beneficial Ownership. As of the Flex Amendment Effective Date, each Increase Effective Date and the date that an extension of the First Extended Maturity Date pursuant to Section 2.12(b) becomes effective, the information included in each Beneficial Ownership Certification delivered to the Administrative Agent and/or any Lender on such date is true and correct in all respects.

1.11 Amendment to Section 6.02(e) . Section 6.02(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(e) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation;

1.12 Amendment to Section 11.01 . Clause (ii) of the second proviso to Section 11.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, (x) affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document or (y) change any provisions of Section 3.03(b) or any term defined in such clauses.

1.13 Amended and Restated Schedule 2.01 . Schedule 2.01 to the Credit Agreement is hereby replaced with the Schedule 2.01 attached to this Amendment as Annex I.

SECTION 2. Amendments to Credit Agreement Relating to Eligibility of Loan Assets .

2.1 Definition of Loan Asset . The definition of “Loan Asset” is hereby amended and restated in its entirety to read as follows:

“ Loan Asset ” means (i) a commercial mortgage loan originated or acquired by a Borrower or (ii) a commercial mortgage loan, together with the related mezzanine loan,

originated or acquired by a Borrower, excluding, in each case of clause (i) and (ii), any future funding obligations set forth under the definitive documentation evidencing or governing such commercial mortgage loan and any advances in respect thereof unless and until such future advances are acquired by a Borrower. For the avoidance of doubt, a mezzanine loan itself does not constitute a Loan Asset but as described in clause (ii) may comprise part of a Loan Asset. Further, a Loan Asset shall not include any future funding obligations set forth under the definitive documentation in respect of any Loan Asset.

2.2 Definition Permitted Collateral Liens . Clause (d) of the definition of Permitted Collateral Liens set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(d) Commercially reasonable restrictions on permitted transfers that are set forth in the documentation governing such Loan Asset; provided , that for the avoidance of doubt, in order to constitute a Permitted Collateral Lien under this clause (d) , (i) any identified restricted transferees or categories thereof must be approved by the Administrative Agent and (ii) in no event may any such restrictions limit the ability to transfer (including by way of foreclosure) any portion of such Loan Asset to the Administrative Agent (or a Wholly Owned Subsidiary of one or more Secured Parties) for the benefit of the Secured Parties.

2.3 Amendments to 2.14(a) .

2.3.1. Amendment to Section 2.14(a)(ii) . Section 2.14(a)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(ii) A Borrower shall:

(A) be the sole owner of such Loan Asset;

(B) be the exclusive administrative agent, collateral agent, trustee and any similar agent or servicer under such Loan Asset if the documents evidencing or governing such Loan Asset include the designation of any such Person or, in the case of any such agent, trustee or servicer, have the exclusive right to direct, appoint and remove such agent, trustee or servicer; and

(C) have the exclusive right (whether by virtue of (i) the express terms of the documents evidencing or governing such Loan Asset, (ii) a co-lender or similar agreement among the lenders to such Loan Asset, (iii) its status as administrative agent, collateral agent, trustee or similar agent or servicer under such Loan Asset or (iv) the percentage of loans held by such Borrower in respect of such Loan Asset) to act on behalf of all lenders party to such Loan Asset, without the consent or approval of any other lender party thereto, with respect to all matters, including (x) waivers, consents and amendments of all provisions contained in the documents evidencing or governing such Loan Asset, (y) decisions with respect to matters involving any collateral securing such Loan Asset and (z) the exercise of rights and remedies under such Loan Asset.

2.3.2. New Section 2.14(a)(viii) . Section 2.14(a) of the Credit Agreement is hereby amended by adding the following to the end thereof as clause (viii) thereto:

(viii) If and to the extent the definitive documentation in respect of such Loan Asset contemplates any future funding obligations, all such future funding obligations and any advances in respect thereof are held by a subsidiary of Parent (other than advances that constitute a Loan Asset that has been included in the calculation of the Borrowing Base Amount in accordance with the terms of this Agreement).

2.4 Amendment to Section 7.03(A) . Clause (A) of Section 7.03 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(A) No Intermediate Parent shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except:

(i) Indebtedness under the Loan Documents;

(ii) in the case of a Borrower, customary contractual indemnities owed to the administrative agent, collateral agent, trustee or any similar agent or servicer under a Loan Asset that is included in the calculation of the Borrowing Base Amount; and

(iii) in the case of any Property Asset Subsidiary Guarantor, unsecured trade payables incurred in the ordinary course of business relating to the ownership and operation of Property, so long as such unsecured trade payables are paid within sixty (60) days of the date incurred.

SECTION 3. Conditions of Effectiveness .

3.1 Section 2 Amendments . The provisions of this Amendment other than Section 1 hereof shall become effective on the date the Administrative Agent shall have received counterparts of this Amendment duly executed by each of the Loan Parties, the Administrative Agent and Lenders constituting Majority Lenders (such date being referred to herein as the “ First Amendment Effective Date ”).

3.2 Section 1 Amendments . The provisions of Section 1 of this Amendment shall become effective on the first date that the Administrative Agent shall have received counterparts of this Amendment duly executed by each of the Loan Parties, the Administrative Agent and each of the Lenders and all of the conditions precedent set forth below shall have been satisfied or waived in writing (such date being referred to herein as the “ Flex Amendment Effective Date ”):

(a) Fees . The Borrowers shall have paid, by wire transfer of immediately available funds, to the Administrative Agent for the account of each Lender that has agreed to increase its Commitment pursuant to the terms of this Amendment (as reflected in Annex I hereto), a fee equal to *** of the aggregate amount of such increase.

(b) Corporate Documentation . The Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Loan Party to execute, deliver and perform this Amendment and of each of Responsible Officer thereof to act as a Responsible Officer in connection with this Amendment and the transactions contemplated hereby.

(c) Opinions . The Administrative Agent shall have received (i) a favorable opinions of Sidley Austin LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request and (ii) a favorable opinion of Morrison & Foerster LLP, Maryland counsel to the Parent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Parent and the Loan Documents to which the Parent is a party as the Administrative Agent may reasonably request.

(d) Beneficial Ownership . Upon the request of any Lender made at least ten days prior to the Flex Amendment Effective Date, each Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least five days prior to the Flex Amendment Effective Date. At least five days prior to the Flex Amendment Effective Date, if either Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver to each Lender that so requests the same at least ten days prior to the effectiveness of such extension a Beneficial Ownership Certification in relation to such Borrower.

(e) Additional Information . The Administrative Agent shall have received such other assurances, information, certificates, documents, instruments or consents as the Administrative Agent reasonably may require.

SECTION 4. Representations and Warranties . After giving effect to this Amendment, the Loan Parties, jointly and severally, reaffirm and restate the representations and warranties set forth in the Credit Agreement and in the other Loan Documents and all such representations and warranties shall be true and correct in all material respects (or, in the case of Section 5.27 , in all respects) on and as of the date hereof, except to the extent that (i) such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (i) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (i)) after giving effect to such qualification and (iii) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) , respectively, of Section 6.01 . Each of the Loan Parties represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and the Lenders that:

(a) it has the power and authority to execute, deliver and carry out the terms and provisions of this Amendment and the transactions contemplated hereby and has taken or caused to be taken all necessary action to authorize the execution, delivery and performance of this Amendment and the transactions contemplated hereby;

(b) no consent of any Person (including, without limitation, any of its equity holders or creditors), and no action of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment;

(c) this Amendment has been duly executed and delivered on its behalf by a duly authorized officer, and constitutes its legal, valid and binding obligation enforceable in

accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and the exercise of judicial discretion in accordance with general principles of equity;

(d) no Default or Event of Default has occurred and is continuing;

(e) the execution, delivery and performance of this Amendment will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under, any contractual obligation of any Loan Party or any of its Subsidiaries; and

(f) nothing contained in this Amendment, including the amendments to the Credit Agreement effected pursuant hereto, (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred, or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

SECTION 5. Affirmation of Guarantors . Each Guarantor hereby approves and consents to this Amendment and the transactions contemplated by this Amendment and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit Agreement, as amended hereby, and all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms.

SECTION 6. Costs and Expenses . The Loan Parties acknowledge and agree that their payment obligations set forth in Section 11.04 of the Credit Agreement include the costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and any other documentation contemplated hereby (whether or not this Amendment becomes effective or the transactions contemplated hereby are consummated and whether or not a Default or Event of Default has occurred or is continuing), including, but not limited to, the reasonable fees and disbursements of Arnold & Porter Kaye Scholer LLP, counsel to the Administrative Agent.

SECTION 7. Ratifications .

(a) Except as herein agreed, the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and affirmed by the Loan Parties.

(b) This Amendment shall be limited precisely as written and, except as expressly provided herein, shall not be deemed (i) to be a consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or a waiver of any Default or Event of Default under the Credit Agreement, whether or not known to the Administrative Agent or any of the Lenders, or (ii) to prejudice any right or remedy which the Administrative Agent or any of the Lenders may now have or have in the future against any Person under or in connection with the Credit Agreement, any of the instruments or agreements referred to therein or any of the transactions contemplated thereby.

(c) Each Loan Party party to the Security Agreement hereby (i) affirms its obligations under the Security Agreement, (ii) confirms its grant of a security interest in and the Lien on

the Collateral of such Loan Party contained in the Security Agreement and (ii) acknowledges and agrees that the Liens granted by such Loan Party to the Administrative Agent, for the benefit of the Secured Parties, in the Security Agreement are and remain valid and perfected Liens in the Collateral of such Loan Party securing the payment and performance of all of the Obligations. Each Loan Party party to the Pledge Agreement hereby (i) affirms its obligations under the Pledge Agreement, (ii) confirms its grant of a security interest in and the Lien on the Collateral of such Loan Party contained in the Pledge Agreement and (iii) acknowledges and agrees that the Liens granted by such Loan Party to the Administrative Agent, for the benefit of the Secured Parties, in the Pledge Agreement are and remain valid and perfected Liens in the Collateral of such Loan Party securing the payment and performance of all of the Obligations.

SECTION 8. Modifications . Neither this Amendment, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto.

SECTION 9. References . The Loan Parties acknowledge and agree that this Amendment constitutes a Loan Document. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in each other Loan Document (and the other documents and instruments delivered pursuant to or in connection therewith) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Credit Agreement as modified hereby and as the Credit Agreement may in the future be amended, restated, supplemented or modified from time to time.

SECTION 10. Counterparts . This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by telecopier or electronic mail (in a .pdf format) shall be effective as delivery of a manually executed counterpart.

SECTION 11. Successors and Assigns . The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 12. Severability . If any provision of this Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or enforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction.

SECTION 13. Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

SECTION 14. Headings . Section headings in this Amendment are included for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

[The remainder of this page left blank intentionally]

IN WITNESS WHEREOF , the Loan Parties, the Administrative Agent and each of the undersigned Lenders have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWERS:

STARWOOD PROPERTY MORTGAGE SUB-10, L.L.C.

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen

Title: Authorized Signatory

STARWOOD PROPERTY MORTGAGE SUB-10-A, L.L.C.

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen

Title: Authorized Signatory

Signature Page to First Amendment to SPT Third Amended and Restated Revolving Credit Agreement

GUARANTORS:

STARWOOD PROPERTY TRUST, INC.

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen

Title: Authorized Signatory

STARWOOD PROPERTY MORTGAGE SUB-10 HOLDCO, L.L.C.

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen
Title: Authorized Signatory

STARWOOD PROPERTY MORTGAGE SUB-10-A HOLDCO, L.L.C.

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen
Title: Authorized Signatory

SPT ACQUISITIONS HOLDCO, LLC

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen

Title: Authorized Signatory

SPT ACQUISITIONS SUB-1, LLC

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen

Title: Authorized Signatory

SPT ACQUISITIONS SUB-1-A, LLC

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen

Title: Authorized Signatory

Signature Page to First Amendment to SPT Third Amended and Restated Revolving Credit Agreement

BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ MOLLIE S. CANUP

Name: Mollie S. Canup
Title: Vice President

Signature Page to First Amendment to SPT Third Amended and Restated Revolving Credit Agreement

***, as a Lender

By: ***

Name: ***
Title: ***

Signature Page to First Amendment to SPT Third Amended and Restated Revolving Credit Agreement

***, as a Lender

By: ***

Name: ***
Title: ***

Signature Page to First Amendment to SPT Third Amended and Restated Revolving Credit Agreement

***, as a Lender

By: ***

Name: ***
Title: ***

Signature Page to First Amendment to SPT Third Amended and Restated Revolving Credit Agreement

***, as a Lender

By: ***

Name: ***
Title: ***

By: ***

Name: ***
Title: ***

Signature Page to First Amendment to SPT Third Amended and Restated Revolving Credit Agreement

***, as a Lender

By: ***

Name: ***
Title: ***

Signature Page to First Amendment to SPT Third Amended and Restated Revolving Credit Agreement

***, as a Lender

By: ***

Name: ***
Title: ***

Signature Page to First Amendment to SPT Third Amended and Restated Revolving Credit Agreement

***, as a Lender

By: ***

Name: ***
Title: ***

By: ***

Name: ***
Title: ***

Signature Page to First Amendment to SPT Third Amended and Restated Revolving Credit Agreement

ANNEX I TO FIRST AMENDMENT TO

SPT THIRD AMENDED AND RESTATED CREDIT AGREEMENT

SCHEDULE 2.01

Commitments and Applicable Percentages

PART A

Commitments and Applicable Percentages during the Flex Period


Lender	Commitment	Applicable Percentage
***	$130,000,000.00	20.000000000%
***	$86,666,666.68	13.333333333%
***	$86,666,666.67	13.333333333%
***	$86,666,666.67	13.333333333%
***	$86,666,666.66	13.333333333%
***	$86,666,666.66	13.333333333%
***	$86,666,666.66	13.333333333%
Aggregate Commitments	$650,000,000	100%

PART B

Commitments and Applicable Percentages other than during the Flex Period

Lender	Commitment	Applicable Percentage
***	$60,000,000	20.000000000%
***	$40,000,000	13.333333333%
***	$40,000,000	13.333333333%
***	$40,000,000	13.333333333%
***	$40,000,000	13.333333333%
***	$40,000,000	13.333333333%
***	$40,000,000	13.333333333%
Aggregate Commitments	$300,000,000	100%

CUSIP Number: 85569NAE3

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of February 28, 2018

among

STARWOOD PROPERTY MORTGAGE SUB-10, L.L.C.

and

STARWOOD PROPERTY MORTGAGE SUB-10-A, L.L.C. ,

as Borrowers,

and

STARWOOD PROPERTY TRUST, INC.

and

THE SUBSIDIARIES OF

STARWOOD PROPERTY TRUST, INC.

FROM TIME TO TIME PARTY HERETO ,

as Guarantors,

and

BANK OF AMERICA, N.A. ,

as Administrative Agent

and

The Other Lenders Party Hereto,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ,

as Sole Bookrunner and Sole Lead Arranger

and

***

as Syndication Agent

and

***

as Documentation Agents

TABLE OF CONTENTS


Section		Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS		1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	41
1.03	Accounting Terms	42
1.04	Rounding	43
1.05	Times of Day; Rates	43
ARTICLE II. THE COMMITMENTS AND REVOLVING CREDIT LOANS		43
2.01	Borrowings	43
2.02	Borrowings, Conversions and Continuations of Revolving Credit Loans	43
2.03	Prepayments and Repayments of Loans	45
2.04	Termination or Reduction of Commitments	47
2.05	Collections	47
2.06	Interest	49
2.07	Fees	49
2.08	Computation of Interest and Fees	50
2.09	Evidence of Debt	50
2.10	Payments Generally; Administrative Agent’s Clawback	51
2.11	Sharing of Payments by Lenders	52
2.12	Extensions of Maturity Date	52
2.13	Defaulting Lenders	57
2.14	Loan Asset Eligibility Criteria; Sales and other Removals of Loan Assets and Properties Included in the Borrowing Base Amount	59
2.15	Increase in Commitments.	62
2.16	Swing Line Loans	64
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY		66
3.01	Taxes	66
3.02	Illegality	71
3.03	Inability to Determine Rates	72
3.04	Increased Costs; Reserves on Eurodollar Rate Loans	74
3.05	Compensation for Losses	75
3.06	Mitigation Obligations; Replacement of Lenders	76
3.07	Survival	76
ARTICLE IV. CONDITIONS PRECEDENT		76
4.01	Conditions of Effectiveness	76
4.02	Conditions to all Revolving Credit Loans	79
ARTICLE V. REPRESENTATIONS AND WARRANTIES		80
5.01	Existence, Qualification and Power	80
5.02	Authorization; No Contravention	80


Section		Page

5.03	Governmental Authorization; Other Consents	80
5.04	Binding Effect	81
5.05	Financial Statements; No Material Adverse Effect	81
5.06	Litigation	82
5.07	No Default	82
5.08	Ownership of Property; Liens	82
5.09	Environmental Compliance	82
5.10	Insurance	82
5.11	Taxes	82
5.12	ERISA Compliance	83
5.13	Loan Parties	84
5.14	Margin Regulations; Investment Company Act	84
5.15	Disclosure	84
5.16	Compliance with Laws	85
5.17	Taxpayer Identification Number	85
5.18	Intellectual Property; Licenses, Etc.	85
5.19	Solvency	85
5.20	Casualty, Etc.	85
5.21	OFAC	85
5.22	Collateral Documents	86
5.23	Anti-Money Laundering; Anti-Corruption Laws; Sanctions	86
5.24	REIT Status; Stock Exchange Listing	86
5.25	Eligible Assets	86
5.26	EEA Financial Institutions	87
ARTICLE VI. AFFIRMATIVE COVENANTS		87
6.01	Financial Statements, Borrowing Base Certificates and Related Information	87
6.02	Certificates; Other Information	88
6.03	Notices	90
6.04	Payment of Obligations	90
6.05	Preservation of Existence, Etc.	91
6.06	[Intentionally Omitted]	91
6.07	Maintenance of Insurance	91
6.08	Compliance with Laws	91
6.09	Books and Records	91
6.10	Inspection Rights	91
6.11	Use of Proceeds	92
6.12	Additional Loan Parties; Additional Collateral	92
6.13	Anti-Corruption Laws	94
6.14	Compliance with Environmental Laws	94
6.15	Further Assurances	94
6.16	Maintenance of REIT Status; New York Stock Exchange Listing	94
6.17	Information Regarding Collateral	95
ARTICLE VII. NEGATIVE COVENANTS		95
7.01	Liens	95
7.02	Investments	96


Section		Page

7.03	Indebtedness	96
7.04	Fundamental Changes	97
7.05	Dispositions	98
7.06	Restricted Payments	99
7.07	Change in Nature of Business	100
7.08	Transactions with Affiliates	100
7.09	Burdensome Agreements	100
7.10	Use of Proceeds	100
7.11	Amendments, Waivers and Terminations of Certain Agreements	100
7.12	Financial Covenants	101
7.13	Accounting or Tax Changes	101
7.14	Permitted Activities of Intermediate Parents	101
7.15	Sanctions	102
7.16	Anti-Corruption Laws	102
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES		102
8.01	Events of Default	102
8.02	Remedies Upon Event of Default	105
8.03	Application of Funds	105
ARTICLE IX. ADMINISTRATIVE AGENT		106
9.01	Appointment and Authority	106
9.02	Rights as a Lender	106
9.03	Exculpatory Provisions	106
9.04	Reliance by Administrative Agent	107
9.05	Delegation of Duties	107
9.06	Resignation of Administrative Agent	108
9.07	Non-Reliance on Administrative Agent and Other Lenders	109
9.08	No Other Duties, Etc.	109
9.09	Administrative Agent May File Proofs of Claim; Credit Bidding	109
9.10	Collateral and Guaranty Matters	111
9.11	ERISA	112
ARTICLE X. CONTINUING GUARANTY		113
10.01	Guaranty	113
10.02	Rights of Lenders	114
10.03	Certain Waivers	115
10.04	Obligations Independent	115
10.05	Subrogation	115
10.06	Termination; Reinstatement	115
10.07	Subordination	116
10.08	Stay of Acceleration	116
10.09	Condition of the Borrowers	116
10.10	Limitations on Enforcement	116
10.11	Contribution	116

iii


Section		Page

ARTICLE XI. MISCELLANEOUS		118
11.01	Amendments, Etc.	118
11.02	Notices; Effectiveness; Electronic Communication	119
11.03	No Waiver; Cumulative Remedies; Enforcement	121
11.04	Expenses; Indemnity; Damage Waiver	122
11.05	Payments Set Aside	124
11.06	Successors and Assigns	124
11.07	Treatment of Certain Information; Confidentiality	130
11.08	Right of Setoff	131
11.09	Interest Rate Limitation	131
11.10	Counterparts; Integration; Effectiveness	132
11.11	Survival of Representations and Warranties	132
11.12	Severability	132
11.13	Replacement of Lenders	132
11.14	Governing Law; Jurisdiction; Etc.	133
11.15	Waiver of Jury Trial	134
11.16	No Advisory or Fiduciary Responsibility	135
11.17	Electronic Execution of Assignments and Certain Other Documents	135
11.18	USA PATRIOT Act	136
11.19	Joint and Several Liability; Recourse Nature of Obligations	136
11.20	ENTIRE AGREEMENT	137
11.21	Amendment and Restatement; Continuing Obligations; Affirmation of Security Agreement and Pledge Agreement	137
11.22	Pledges of Additional Collateral Assets	138
11.23	Removal of Eligible Assets at Request of Loan Parties; Release of Collateral or Property Asset Subsidiary Guarantors at Request of Loan Parties	139
11.24	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	140


SCHEDULES
	2.01	Commitments and Applicable Percentages
	5.12(d)	Pension Plans
	5.13	Loan Parties
	7.08	Transactions with Affiliates
	11.02	Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS
	Form of
	A-1	Committed Loan Notice
	A-2	Swing Line Loan Notice
	B	Note
	C	Compliance Certificate
	D-1	Assignment and Assumption
	D-2	Administrative Questionnaire
	E	[intentionally omitted]
	F	[intentionally omitted]
	G	Solvency Certificate
	H	U.S. Tax Compliance Certificates
	I	Certification of Market Value of Near Cash Securities
	J	Borrowing Base Certificate
	K	Eligible Loan Asset Credit Memorandum
	L	Pledged Additional Collateral Assets Report
	M	Eligible Loan Assets Report

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 28, 2018 among STARWOOD PROPERTY MORTGAGE SUB-10, L.L.C., a Delaware limited liability company (“ Starwood Property Mortgage Sub-10 ”), STARWOOD PROPERTY MORTGAGE SUB-10-A, L.L.C., a Delaware limited liability company (“ Starwood Property Mortgage Sub-10-A ”; and together with Starwood Property Mortgage Sub-10, each a “ Borrower ” and collectively, the “ Borrowers ”), STARWOOD PROPERTY TRUST, INC., a Maryland corporation (the “ Parent ”), CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A., as Administrative Agent.

PRELIMINARY STATEMENTS :

WHEREAS, the Borrowers, the Parent and certain Subsidiaries of the Parent, as guarantors, the lenders party thereto and the Administrative Agent previously entered into that certain Second Amended and Restated Credit Agreement, dated as of July 28, 2015 (as amended or otherwise modified prior to the date hereof, the “ Existing Credit Agreement ”).

WHEREAS, the parties to the Existing Credit Agreement propose to amend and restate the Existing Credit Agreement in its entirety, but not as a novation, on the terms and subject to the conditions hereinafter set forth.

In consideration of the mutual covenants and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree that the Existing Credit Agreement shall be, and hereby is, amended and restated in its entirety as follows, effective on and as of the Restatement Effective Date (as defined below):

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Accepted Offer to Purchase ” means, with respect to any Eligible Loan Asset of a Borrower, a written, bona fide offer to purchase such Eligible Loan Asset (which shall include, in the case of any Eligible Loan Asset that includes both a commercial mortgage loan and a related mezzanine loan, a written, bona fide offer to purchase the entire commercial mortgage loan or the entire related mezzanine loan or both) received by such Borrower from a Person not affiliated with the Parent, which written, bona fide offer has been accepted by such Borrower.

“ Additional Collateral Asset ” means, on any date, (i) a loan (or participation therein) (x) made to a direct or indirect owner of one or more entities which own a single commercial Property or group of related Properties as to which the Administrative Agent has received an Approved Appraisal and (y) that is secured by one or more equity pledges of the underlying borrower’s direct or indirect ownership interests in the Property-owning entities, and subordinated (whether structurally, contractually or legally) to one or more whole mortgage loans, mezzanine loans, notes or securities, in each case, secured by first or second mortgage

liens on the applicable Property or Properties, or (ii) a loan or promissory note (or a participation interest in such loan or promissory note) that (x) is secured by a first mortgage on a single commercial Property or group of related commercial Properties as to which the Administrative Agent has received an Approved Appraisal and (y) subordinated or junior (whether in lien priority, right of payment or payment waterfall, and whether structurally, contractually or legally) to one or more other loans or notes secured by the same first mortgage on the same Property or group of Properties, in the case of each of clauses (i) and (ii), that has been identified in writing by the Administrative Agent as acceptable (in the exercise of its reasonable judgment). For the avoidance of doubt, a Non-Qualifying Additional Collateral Asset shall not qualify as an Additional Collateral Asset.

“ Adjusted Appraised Value ” means, at any time, (a) with respect to any Underlying Real Property Asset that directly secures mortgage Indebtedness owing to a Loan Party at such time, an amount equal to (i) the appraised value of such Underlying Real Property Asset at such time, less the aggregate outstanding amount at such time of any Indebtedness owing to any Person (other than a Loan Party) that is secured directly by a Lien on such Underlying Real Property Asset which is senior in priority to the Lien of such Loan Party on such Underlying Real Property Asset (such Indebtedness owing to such other Person being referred to herein as “ Priority Secured Indebtedness ”), multiplied by (ii) a fraction, (x) the numerator of which is the outstanding amount of the mortgage Indebtedness owing to such Loan Party at such time secured directly by a Lien on such Underlying Real Property Asset and (y) the denominator of which is the aggregate outstanding amount of all mortgage Indebtedness (other than Priority Secured Indebtedness) owing to all Persons (including such Loan Party) secured directly by Liens on such Underlying Real Property Asset and (b) with respect to any Underlying Real Property Asset held by a Person whose Equity Interests secure a commercial real estate mezzanine loan owing to a Loan Party from such Person, an amount equal to the greater of (i) (x) the appraised value of such Underlying Real Property Asset at such time, less the aggregate outstanding amount at such time of any mortgage Indebtedness secured directly by a Lien on such Underlying Real Property Asset, multiplied by (y) a fraction, (A) the numerator of which is the outstanding principal amount of such commercial real estate mezzanine loan owing to such Loan Party at such time and (B) the denominator of which is the aggregate outstanding amount of all Indebtedness owing to all Persons (including such Loan Party) secured by Liens on such Equity Interests and (ii) $0; provided , that if at any time such Loan Party is not the only lender of a commercial real estate mezzanine loan secured by such Equity Interests, the Adjusted Appraised Value of such Underlying Real Property Asset shall not exceed the outstanding principal amount of the commercial real estate mezzanine loan owing to such Loan Party at such time.

“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent ’ s Office ” means the Administrative Agent ’ s address and, as appropriate, account as set forth on Schedule 11.02 , or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit D-2 or any other form approved by the Administrative Agent.

“ Advance Rate ” means:

(a) with respect to any Eligible Warehouse Asset ***; and

(b) with respect to any Eligible Non-Warehouse Asset ***.

Notwithstanding anything to the contrary contained herein:

(i) in the event a Borrower has received an Accepted Offer to Purchase with respect to any Eligible Warehouse Asset (or, in the case of any Eligible Warehouse Asset that includes both a commercial mortgage loan and a related mezzanine loan, such commercial mortgage loan or mezzanine loan) ***; and

(ii) in the event a Borrower has received an Accepted Offer to Purchase with respect to any Eligible Non-Warehouse Asset (or, in the case of any Eligible Non-Warehouse Asset that includes both a commercial mortgage loan and a related mezzanine loan, such commercial mortgage loan or mezzanine loan) ***.

“ 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.

“ Agent Parties ” has the meaning specified in Section 11.02(c) .

“ Aggregate Commitments ” means, at any time, the aggregate amount of the Lenders’ Commitments at such time. On the Restatement Effective Date, the Aggregate Commitments are $300,000,000.

“ Aggregate Deficit Amount ” has the meaning specified in Section 10.11 .

“ Aggregate Excess Amount ” has the meaning specified in Section 10.11 .

“ Agreement ” means this Credit Agreement.

“ Anti-Money Laundering Laws ” means any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law or treaties applicable to a Loan Party, its Subsidiaries or Affiliates, related to terrorism financing or money laundering including any applicable provision of Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001 (Title III of Pub. L. 107-56) and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“ Applicable Fee Rate ” means, with respect to any calendar quarter (or portion thereof, as applicable), a per annum fee rate of 0.25%.

“ Applicable Percentage ” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such

Lender’s Commitment at such time, subject to adjustment as provided in Section 2.13 . If the commitment of each Lender to make Revolving Credit Loans has been terminated pursuant to Section 8.02 or otherwise, or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender as of the date of such termination or expiration, as applicable, giving effect to any subsequent assignments. The Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. The Applicable Percentage of each Lender as of the Restatement Effective Date is set forth opposite the name of such Lender on Schedule 2.01 , or with respect to any Lender that becomes a party to this Agreement after the Restatement Effective Date, as set forth in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, in each case as such amount may be adjusted from time to time in accordance with this Agreement.

“ Applicable Rate ” means (a) 1.25% for Base Rate Loans and (b) 2.25% for Eurodollar Rate Loans.

“ Appraised Value ” means, with respect to any Property (including any Underlying Real Property Asset), the appraised value of such Property as reflected in an Approved Appraisal (or a draft appraisal that, if issued, would constitute an Approved Appraisal) that has been delivered to the Administrative Agent.

“ Approved Appraisal ” means, on any date and with respect to any Property, a FIRREA-compliant appraisal of such Property. For purposes of this definition, the appraisal of any Property located in Europe shall be deemed to be FIRREA-compliant even if not conducted in accordance with U.S. FIRREA so long as (i) the appraiser of such Property is sufficiently independent to meet all applicable requirements under U.S. FIRREA with respect to appraiser independence and (ii) the Administrative Agent receives an opinion of counsel to the applicable Loan Party, in form and substance satisfactory to the Administrative Agent, stating that the valuation standards used in conducting such appraisal conform to the U.S. FIRREA standards.

“ Approved Extension ” has the meaning specified in Section 2.12(b)(iii)(A) .

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

“ Approving Lender ” has the meaning specified in Section 2.12(b)(iii)(A) .

“ Arranger ” means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), in its capacity as sole bookrunner and sole lead arranger.

“ Assignee Group ” means two (2) or more Eligible Assignees that are Affiliates of one another or two (2) or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit D-1 or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“ Audited Financial Statements ” means the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal year ended December 31, 2016, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Parent and its consolidated Subsidiaries, including the notes thereto.

“ Availability Period ” means the period from and including the Original Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.04 , and (c) the date of termination of the commitment of each Lender to make Revolving Credit Loans pursuant to Section 8.02 .

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

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

“ Bank of America ” means Bank of America, N.A. and its successors.

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ” means that portion of a Loan or a Borrowing that bears interest based on the Base Rate.

“ 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 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”.

“ Borrower ” and “ Borrowers ” have the meanings specified in the introductory paragraph hereto.

“ Borrower Materials ” has the meaning specified in Section 6.02 .

“ Borrowing ” means a Revolving Credit Borrowing or a Swing Line Borrowing, as the context may require.

“ Borrowing Base Amount ” means, at any time, an amount equal to (a) the aggregate Borrowing Base Contributions for all Eligible Assets at such time, minus (b) the amount, if any, by which the aggregate Non-Warehouse Eligible Amounts for all Eligible Non-Warehouse Assets at such time exceeds $100,000,000, minus (c) the amount, if any, of any Borrowing Base Shortfall at such time.

“ Borrowing Base Certificate ” means a certificate executed by a Responsible Officer of the Parent, substantially in the form of Exhibit J (or another form acceptable to the Administrative Agent) setting forth the calculation of the Borrowing Base Amount. All calculations of the Borrowing Base Amount in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Parent and certified to the Administrative Agent; provided , that the Administrative Agent shall have the right to review and make reasonable adjustments to any such calculation to the extent the Administrative Agent reasonably determines that such calculation contains errors or is not otherwise in accordance with this Agreement and notifies the Parent of such adjustment.

“ Borrowing Base Contribution ” means, (i) for each Eligible Loan Asset at any time, an amount equal to (A) the Outstanding Value of such Eligible Loan Asset at such time, multiplied by (B) the applicable Advance Rate for such Eligible Loan Asset at such time and (ii) for each Eligible Property Asset at any time, an amount equal to the Outstanding Value of such Eligible Property Asset at such time.

“ Borrowing Base Shortfall ” means, at any time, the amount (if any) by which:

(a) the sum of (i) the aggregate outstanding Borrowing Base Contributions of all Eligible Loan Assets included in the calculation of clause (a) of Borrowing Base Amount at such time and for which an Approved Appraisal of the Properties securing any such Eligible Loan Asset has not been received by the Administrative Agent on or prior to such time and (ii) the aggregate Outstanding Value of all Eligible Property Assets included in the computation of Borrowing Base Amount at such time and for which an Approved Appraisal has not been received by the Administrative Agent on or prior to such time, exceeds

(b) an amount equal to eighty five percent (85%) of the then aggregate Adjusted Appraised Values of each Property that relates to a Pledged Additional Collateral Asset and is described in either clause (i) or clause (ii) of the definition of Additional Collateral Asset.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“ Capital Lease Obligations ” means, with respect to any Person, the amount of all obligations of such Person to pay rent or other amounts under a lease of property to the extent

and in the amount that such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person.

“ Cash Equivalents ” means:

(a) United States dollars (including such dollars as are held as overnight bank deposits and demand deposits with banks);

(b) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency or instrumentality thereof and 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;

(c) marketable direct obligations issued by any State of the United States of America or any political subdivision of any such State or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having a rating of at least A-2 from S&P or at least P-2 of Moody’s;

(d) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A‑2 from S&P or at least P‑2 from Moody’s;

(e) time deposits, demand deposits, certificates of deposit, Eurodollar time deposits, time deposit accounts, term deposit accounts or bankers’ acceptances maturing within one year from the date of acquisition thereof or overnight bank deposits, in each case, issued by any bank organized under the laws of the United States of America or any State thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $500.0 million; and

(f) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (a) through (e) above.

“ Cash Liquidity ” means, at any time with respect to the Parent and its Subsidiaries, on a consolidated basis, the amount of Unrestricted Cash held by such Persons at such time.

“ Change in Law ” means the occurrence, after the date of this Agreement (or, with respect to any Lender which becomes a party hereto after the date of this Agreement, the date such Lender becomes a party hereto), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; 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 in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Change of Control ” means an event or series of events by which:

(a) prior to an internalization of management by the Parent, neither the Manager nor any Affiliate of the Manager is the manager of the Parent;

(b) after such time as the Parent is internally managed, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of a percentage of the total voting power of all classes of Equity Interests of the Parent entitled to vote generally in the election of directors, of 20% or more;

(c) prior to an internalization of management by the Parent, a change in Control of the Manager and/or Starwood Capital Group Global, L.P. from the Person or Persons who directly or indirectly Controlled such entities on the Original Closing Date;

(d) the Parent shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Intermediate Parent; or

(e) (i) Starwood Property Mortgage Sub-10 HoldCo shall cease to own and control, directly, 100% of the outstanding Equity Interests of Starwood Property Mortgage Sub-10 or (ii) Starwood Property Mortgage Sub-10-A HoldCo shall cease to own and control, directly, 100% of the outstanding Equity Interests of Starwood Property Mortgage Sub-10-A.

Notwithstanding the foregoing, the Administrative Agent and the Majority Lenders shall not be deemed to approve or to have approved any internalization of management by the Parent as a result of this definition or any other provision herein.

“ CMBS ” means mortgage pass-through certificates or other securities issued pursuant to a securitization of commercial real estate loans.

“ Code ” means the Internal Revenue Code of 1986.

“ Collateral ” means, collectively, (i) all of each Borrower’s and each Loan Asset Subsidiary Guarantor’s personal property (including, without limitation, Eligible Loan Assets and Pledged Additional Collateral Assets, and all payments related thereto and voting rights in respect thereof, the Collection Accounts and all other bank accounts, general intangibles, financial assets, investment property, hedge agreements, documents, instruments and cash) and proceeds thereof now or hereafter acquired or arising by any Borrower or Loan Asset Subsidiary Guarantor in or upon which a Lien now or hereafter exists in favor of the Administrative Agent for the benefit of the Secured Parties to secure payment or performance of any or all of the Obligations, (ii) all Equity Interests of each Borrower, each Subsidiary of a Borrower and each Property Asset Subsidiary Guarantor and (iii) all proceeds and products of, and income from, the foregoing.

“ Collateral Documents ” means, collectively, the Security Agreement, the Pledge Agreement, any Control Agreement and each of the other agreements, instruments or documents that creates or perfects or purports to create or perfect a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“ Collection Accounts ” has the meaning specified in Section 2.05(a) .

“ Commitment ” means, as to each Lender, its obligation to (a) make Revolving Credit Loans to the Borrowers pursuant to Section 2.01 and (b) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 , or with respect to any Lender that becomes a party to this Agreement after the Restatement Effective Date, as set forth in the Assignment and Assumption or New Lender Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable, in each case as such amount may be adjusted from time to time in accordance with this Agreement.

“ Committed Loan Notice ” means a notice of (a) a Revolving Credit Borrowing, (b) a conversion of Revolving Credit Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, in each case pursuant to Section 2.02(a) , and which, if in writing, shall be substantially in the form of Exhibit A-1 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of each Borrower.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit C .

“ 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.

“ Contingent Commitment Termination Notice ” has the meaning specified in Section 2.04 .

“ Contingent Liabilities ” means, with respect to any Person as of any date of determination, all of the following as of such date: (a) liabilities and obligations (including any Guarantees) of such Person in respect of “off-balance sheet arrangements” (as defined in the Off-Balance Sheet Rules defined below) and (b) obligations, including Guarantees, whether or not required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing in whole or in part any Non-Recourse Indebtedness, lease, dividend or other obligation, excluding, however, (i) contractual indemnities (including any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets), and (ii) guarantees of non-monetary obligations which have not yet been called on or quantified, of such Person or any other Person. The amount of any Contingent Liabilities described in the preceding clause (b) shall be deemed to be (i) with respect to a guarantee of interest or interest and principal, or operating income guarantee, the sum of all payments required to be made thereunder (which, in the case of an operating income guarantee, shall be deemed to be equal to the debt service for the note secured thereby), through (x) in the case of an interest or interest and principal guarantee, the stated date

of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (y) in the case of an operating income guarantee, the date through which such guarantee will remain in effect, and (ii) with respect to all guarantees not covered by the preceding clause (i), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and in the footnotes to the most recent financial statements of such Person. “ Off-Balance Sheet Rules ” means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities Act Release Nos. 33-8182; 34-47264; FR-67 International Series Release No. 1266 File No. S7-42-02, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified of 17 CFR Parts 228, 229 and 249).

“ Contractual Obligation ” means, as to any Person, any provision of any securities issued by such Person or of any indenture, mortgage, deed of trust, deed to secure debt, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property or assets are bound or are subject.

“ 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.

“ Control Agreement ” means a deposit account control agreement or securities account control agreement, as applicable, executed by a Loan Party, the Administrative Agent and the applicable depository bank or securities intermediary granting the Administrative Agent control over the applicable deposit account or securities account, which agreement shall be in form and substance satisfactory to the Administrative Agent.

“ Convertible Debt Securities ” means debt securities, the terms of which provide for conversion into Equity Interests, cash by reference to such Equity Interests or a combination thereof.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Declining Lender ” has the meaning specified in Section 2.12(b)(ii) .

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate applicable to Base Rate Loans plus (iii) 2% per annum.

“ Defaulting Lender ” means, subject to Section 2.13(b) , any Lender that (a) has failed to (i) fund all or any portion of its Revolving Credit Loans within two (2) Business Days of the date such Revolving Credit Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Borrowers, the Administrative Agent or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Revolving Credit Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. 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 2.13(b )) 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 Borrowers, the Swing Line Lender 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, or the government of any such country, region or territory, is the subject of any Sanction.

“ Direct Owner ” has the meaning specified in the definition of “Eligible Property Asset.”

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale,

assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ DSC Amount ” means, as of any date of determination and with respect to any Eligible Property Asset, an amount determined for the period of four full fiscal quarters of the Parent ended on or most recently ended prior to such date, equal to the maximum principal amount of unsecured indebtedness that can be supported by the aggregate Net Operating Income from such Eligible Property Asset for such period, assuming (i) such indebtedness is fully amortizing with equal monthly payments of principal and interest over a period of 30 years with an interest rate which is the greater of (x) the 10 year treasury rate + 2.50% and (y) 5.75% per annum and (ii) a minimum debt service coverage of 1.25 to 1.0.

“ EBITDA ” with respect to the Parent and its Subsidiaries on a consolidated basis for any Test Period, an amount equal to the sum of (a) Net Income (or loss) (prior to any impact from minority interests or joint venture net income and before deduction of any dividends on preferred stock), plus the following (but only to the extent actually included in determination of such Net Income (or loss)): (i) depreciation and amortization expense, (ii) Interest Expense, (iii) income tax expense, and (iv) extraordinary or non-recurring gains and losses, plus (b) such Person’s proportionate share of Net Income of the joint venture investments and unconsolidated Affiliates of such Person, all with respect to such Test Period, plus (c) amounts deducted in accordance with GAAP in respect of other non-cash expenses in determining such Net Income for such Person.

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

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

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

“ Eligible Asset ” means an Eligible Loan Asset or an Eligible Property Asset.

“ Eligible Assets Interest Coverage Ratio ” means, for any Test Period, the ratio of (i) the sum of (A) the aggregate amount of cash interest income actually received by the Borrowers during such Test Period in respect of all Eligible Loan Assets and (B) Net Operating Income for all Eligible Property Assets for such Test Period to (ii) the amount of total interest expense incurred by the Borrowers, including capitalized or accruing interest, with respect to the Loans and other Obligations during such Test Period.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 11.06(b)(ii), (iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii) ).

“ Eligible Ground Lease ” means a ground lease as to which no default or event of default has occurred or with the passage of time or the giving of notice would occur and containing the following terms and conditions: (a) a remaining term (inclusive of any unexercised extension options) of thirty (30) years or more from the date the Property is included as an Eligible Property Asset; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosure, and fails to do so; (d) reasonable transferability of the lessee's interest under such lease, including the ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease; provided that Administrative Agent may in its sole discretion waive any of the requirements in the preceding clauses (a), (b), (c), (d) or (e) with respect to any proposed Eligible Ground Lease.

“ Eligible Loan Asset ” means, at any time, a Loan Asset that at such time satisfies each of the Loan Asset Eligibility Criteria.

“ Eligible Loan Asset Principal Payment ” means any payment on account of principal on any Eligible Loan Asset (whether by virtue of an amortization payment, a prepayment, a release of collateral, an enforcement or otherwise).

“ Eligible Loan Assets Report ” means, for any fiscal quarter of the Parent, a written report, certified by a Responsible Officer of the Parent, of the Eligible Loan Assets included in the calculation of the Borrowing Base Amount during such fiscal quarter, which report shall be substantially in the form attached hereto as Exhibit M .

“ Eligible Non-Warehouse Asset ” means an Eligible Loan Asset that is a Non-Warehouse Asset.

“ Eligible Property Asset ” means a Property that at all times satisfies each of the following criteria (the “ Eligible Property Asset Criteria ”):

(a) The Property is an office, retail, industrial or apartment/multifamily property.

(b) The Property is located in the continental United States of America.

(c) The Property is Wholly-Owned in fee simple directly by, or is ground leased pursuant to an Eligible Ground Lease directly to, a Property Asset Subsidiary Guarantor.

(d) The Property Asset Subsidiary Guarantor that directly owns the Property (the “ Direct Owner ”) is a Wholly-Owned Subsidiary of SPT Acquisitions Holdco and is organized in a state within the United States.

(e) The Equity Interests of the Direct Owner of such Property constitute Collateral, and are not subject to any Liens, negative pledges or other encumbrances (including any restriction contained in the Organization Documents of such Direct Owner that limits the ability to create a Lien thereon as security for Indebtedness), other than Permitted Equity Encumbrances.

(f) The Property is not subject to any ground lease (other than an Eligible Ground Lease), lien, negative pledge and/or encumbrance or any restriction on the ability of any Loan Party or any Subsidiary thereof to transfer or encumber such Property or income therefrom or proceeds thereof other than Permitted Property Encumbrances.

(g) The Property does not have any title, survey, environmental, structural, architectural or other defects that would interfere with the use of such Property for its intended purpose in any material respect and shall not be subject to any condemnation or similar proceeding affecting a material portion of the Property.

(h) The Direct Owner of such Property has received a final certificate of occupancy or equivalent certification allowing legal occupancy of the Property for its intended purpose.

(i) The Direct Owner of such Property is not subject to any proceedings under any Debtor Relief Law, and is not a borrower or guarantor of, or otherwise obligated in respect of, any Indebtedness other than (i) Indebtedness arising under the Loan Documents and (ii) unsecured trade payables incurred in the ordinary course of business relating to the ownership and operation of such Property, so long as such unsecured trade payables are paid within sixty (60) days of the date incurred.

(j) The Occupancy Rate for such Property is at least 85%.

(k) The Administrative Agent has received an Approved Appraisal for such Property within forty five (45) days following the date it is first included in the computation of Borrowing Base Amount.

(l) The Borrowers shall have provided the Administrative Agent with a written notice that it is including such Property in calculation of the Borrowing Base Amount at least two (2) Business Days (or such shorter period of time as agreed to by the Administrative Agent in writing) prior to its inclusion.

(m) The Administrative Agent shall have received a Borrowing Base Certificate presenting the Borrowers’ computation of the Borrowing Base Amount immediately after giving effect to the inclusion of such Property in the calculation of the Borrowing Base Amount.

“ Eligible Property Asset Criteria ” has the meaning specified in the definition of Eligible Property Asset.

“ Eligible Warehouse Asset ” means an Eligible Loan Asset that is a Warehouse Asset.

“ Environment ” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna.

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, agreements or governmental restrictions relating to pollution or the protection of the Environment or of human health (to the extent related to exposure to Hazardous Materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of a Borrower, any other Loan Party or any of their respective Subsidiaries 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 or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Equity Interests ” means, with respect to any Person, (a) any share, interest, participation and other equivalent (however denominated) of capital stock of (or other ownership, equity or profit interests in) such Person, (b) any warrant, option or other right for the purchase or other acquisition from such Person of any of the foregoing, (c) any security convertible into or exchangeable for any of the foregoing, and (d) any other ownership or profit interest in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date.

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

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with a Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of a Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal

under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Borrower or any ERISA Affiliate; or (i) a failure by a Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by a Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

“ Eurodollar Rate ” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London interbank offered rate (“ LIBOR ”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(b) for any interest calculation (i) with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that day or (ii) with respect to a Eurodollar Rate Loan specified in the applicable Committed Loan Notice as bearing interest in accordance with this clause (b)(ii) (a “ LIBOR Daily Floating Rate Loan ”), the LIBOR Daily Floating Rate; and

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

“ Eurodollar Rate Loan ” means a Revolving Credit Loan that bears interest at a rate based on clause (a) or clause (b)(ii) of the definition of “Eurodollar Rate.”

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

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any 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, including gross receipts Taxes imposed in lieu of net income Taxes), 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 Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrowers under Section 11.13 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c) , amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“ Existing Credit Agreement ” has the meaning specified in the first recital hereto.

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

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

“ Federal Funds 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 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 Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. Notwithstanding anything to the contrary contained herein, at any time that the Federal Funds Rate determined in accordance with the foregoing is less than zero, such rate shall be deemed zero for purposes of this Agreement.

“ FIRREA ” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), as amended.

“ First Extended Maturity Date ” has the meaning specified in Section 2.12(a)(i) .

“ First Extension Request ” has the meaning specified in Section 2.12(a)(i) .

“ Fitch ” means Fitch Ratings and its successors.

“ Fixed Charge Coverage Ratio ” means, with respect to the Parent and its Subsidiaries on a consolidated basis for any Test Period the ratio of (i) EBITDA for such Test Period to (ii) Fixed Charges for such Test Period.

“ Fixed Charges ” means, with respect to the Parent and its Subsidiaries on a consolidated basis for any Test Period, Interest Expense with respect to such Test Period (excluding amortization of debt discount, debt premium and deferred issuance costs).

“ Foreign Lender ” means any Lender that is resident or organized under the Laws of a jurisdiction other than that in which a Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

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

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

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

“ Grantor ” means the applicable Loan Party that is party to a Collateral Document.

“ Guarantee ” means, with respect to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of the obligations for which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends, Contractual Obligation, Swap Contract or other obligations or indebtedness (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation, or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee); provided , that in the absence of any such stated amount or stated liability, the amount of such Guarantee shall be such guaranteeing person’s maximum anticipated liability in respect thereof as reasonably determined by such Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guarantors ” means, collectively, at any time (i) the Parent, (ii) the Intermediate Parents, (iii) each Subsidiary of each Borrower, (iv) each Direct Owner of an Eligible Property Asset and (v) each other Person that becomes a guarantor of the Obligations pursuant to Section 6.12 .

“ Guaranty ” means the Guaranty made by the Guarantors under Article X in favor of the Secured Parties.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances or wastes, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.

“ IFRS ” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

“ Impacted Loan ” has the meaning specified in Section 3.03 .

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) obligations in respect of money borrowed (including principal, interest, assumption fees, prepayment fees, yield maintenance charges, penalties, exit fees, contingent interest and other monetary obligations whether choate or inchoate and whether by loan, the issuance and sale of debt securities or the sale of property or assets to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets, or otherwise);

(b) obligations, whether or not for money borrowed (i) represented by notes payable, letters of credit or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered, or (iv) in connection with the issuance of preferred equity or trust preferred securities;

(d) reimbursement obligations under any letters of credit or acceptances (whether or not the same have been presented for payment);

(e) Off–Balance Sheet Obligations;

(f) obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any mandatory redeemable stock issued by such Person or any other Person (inclusive of forward equity contracts), valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(g) as applicable, all obligations of such Person (but not the obligation of others) in respect of any keep well arrangements, credit enhancements, contingent or future funding obligations, purchase obligations, repurchase obligations, sale/buy–back agreements, takeout commitments or forward equity commitments, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than mandatory redeemable stock));

(h) net obligations under any Swap Contract not entered into as a hedge against existing indebtedness, in an amount equal to the Swap Termination Value thereof;

(i) all Non–Recourse Indebtedness, recourse indebtedness and all indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person;

(j) all indebtedness of another Person secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than Liens permitted hereunder) on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment obligation; provided , that if such Person has not assumed or become liable for the payment of such indebtedness, then for the purposes of this definition the amount of such indebtedness shall not exceed the market value of the property subject to such Lien;

(k) all Contingent Liabilities;

(l) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person or obligations of such Person to pay the deferred purchase or acquisition price of property or assets, including contracts for the deferred purchase price of property or assets that include the procurement of services;

(m) indebtedness of general partnerships of which such Person is liable as a general partner (whether secondarily or contingently liable or otherwise); and

(n) obligations to fund capital commitments under any articles or certificate of incorporation or formation, by-laws, partnership, limited liability company, operating or trust agreement and/or other organizational, charter or governing documents, subscription agreement or otherwise.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

“ 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.

“ Indemnitee ” has the meaning specified in Section 11.04(b) .

“ Information ” has the meaning specified in Section 11.07 .

“ Initial Maturity Date ” means February 28, 2021.

“ Insolvency Event ” means, with respect to any Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises with respect to such Person or any substantial part of its assets or property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its assets or property, or ordering the winding–up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of thirty (30) days, (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, (c) the consent by such Person to the entry of an order for relief in an involuntary case under any

Insolvency Law, (d) the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its assets or property, (e) the making by such Person of any general assignment for the benefit of creditors, (f) the admission in a legal proceeding of the inability of such Person to pay its debts generally as they become due, (g) the failure by such Person generally to pay its debts as they become due, or (h) the taking of any action by such Person in furtherance of any of the foregoing.

“ Insolvency Laws ” means Title 11 of the United States Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments and similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“ Intangible Assets ” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs; provided that, “Intangible Assets” shall not include any rights to service mortgage loans under any loan servicing agreement.

“ Interest Expense ” means, with respect to the Parent and its Subsidiaries on a consolidated basis for any Test Period, the amount of total interest expense incurred by such Person, including capitalized or accruing interest (but excluding interest funded under a construction loan), all with respect to such Test Period.

“ Interest Payment Date ” means, (a) as to any Eurodollar Rate Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate”, the last day of each Interest Period applicable to such Eurodollar Rate Loan and the Maturity Date applicable to such Eurodollar Rate Loan; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of such Base Rate Loan and (c) as to any LIBOR Daily Floating Rate Loan, the last Business Day of each calendar month and the Maturity Date applicable to such Eurodollar Rate Loan.

“ Interest Period ” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two or three months thereafter (in each case, subject to availability), as selected by the Borrowers in a Committed Loan Notice or, if requested by the Borrowers and consented to by all Lenders, six months thereafter; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

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

(iii) no Interest Period shall extend beyond the Maturity Date.

Notwithstanding the foregoing, the Interest Period shall be one Business Day for each Revolving Credit Borrowing of a Eurodollar Rate Loan that bears interest at a rate based on clause (b)(ii) of the definition of “Eurodollar Rate.”

“ Intermediate Parents ” means, collectively, (i) Starwood Property Mortgage Sub-10 HoldCo, (ii) Starwood Property Mortgage Sub-10-A HoldCo and (iii) SPT Acquisitions Holdco.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ IRS ” means the United States Internal Revenue Service.

“ 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, in each case whether or not having the force of law.

“ Lender ” has the meaning specified in the introductory paragraph hereto and, unless the context requires otherwise, includes the Swing Line Lender .

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

“ Leverage Ratio ” means, with respect to the Parent and its Subsidiaries, on a consolidated basis, as of any date of determination, the ratio as of such date of (i) Total Indebtedness of the Parent, to (ii) Total Assets of the Parent.

“ LIBOR ” has the meaning specified in the definition of “Eurodollar Rate.”

“ LIBOR Daily Floating Rate ” means, for any day, a fluctuating rate of interest per annum equal to LIBOR, or a comparable or successor rate which rate is approved by Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by Administrative Agent from time to time), at or about 11:00 a.m., London time, two (2) London Banking Days prior to such date for Dollar deposits with a term of one (1) month commencing that day; and if the LIBOR Daily Floating Rate shall be less than zero, such rate shall be zero for purposes of this Agreement; provided that to the extent a comparable or successor rate is approved by Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided , further that to the extent such market practice is not administratively feasible for Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent.

“ LIBOR Daily Floating Rate Loan ” has the meaning specified in clause (b) of the definition of “Eurodollar Rate” contained herein.

“ LIBOR Screen Rate ” means the LIBOR quote on the applicable screen page Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“ LIBOR Successor Rate ” has the meaning specified in Section 3.03(b)(iii) .

“ LIBOR Successor Rate Conforming Changes ” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by Administrative Agent in a manner substantially consistent with market practice (or, if Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as Administrative Agent determines in consultation with the Borrowers).

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, easement, right-of-way or other encumbrance on title to real property, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an extension of credit by a Lender to the Borrowers under Article II in the form of a Revolving Credit Loan or a Swing Line Loan.

“ Loan Asset ” means (i) a commercial mortgage loan originated or acquired by a Borrower or (ii) a commercial mortgage loan, together with a related mezzanine loan, originated

or acquired by a Borrower. For the avoidance of doubt, a mezzanine loan itself does not constitute a Loan Asset but as described in clause (ii) above may comprise part of an Loan Asset.

“ Loan Asset Designation Certificate ” has the meaning specified in Section 2.14(a)(iii) .

“ Loan Asset Eligibility Criteria ” has the meaning specified in Section 2.14(a) .

“ Loan Asset Subsidiary Guarantor ” means a Subsidiary Guarantor that is a Subsidiary of a Borrower.

“ Loan Documents ” means this Agreement, each Note and the Collateral Documents.

“ Loan Parties ” means, collectively, the Borrowers and the Guarantors .

“ Loan-to-Value Ratio ” means, at any time with respect to any Non-Warehouse Asset, the ratio (expressed as a percentage) (i) the numerator of which is the sum of (x) the aggregate outstanding principal amount of such Non-Warehouse Asset (including, in the case where such Non-Warehouse Asset includes a mezzanine loan, the outstanding principal amount of such mezzanine loan) at such time and (y) the aggregate outstanding principal amount of all other Indebtedness of the borrower(s) with respect to such Non-Warehouse Asset that is, whether by contract, operation of law or otherwise, senior or pari passu in right of payment to or with all or any portion of such Non-Warehouse Asset (including, for the avoidance of doubt, in the case where such Non-Warehouse Asset includes a mezzanine loan that is “structurally subordinated” to a mortgage loan, all such other Indebtedness of the subject mortgage borrower) and (ii) the denominator of which is the Appraised Value of the Underlying Real Property Asset relating to such Non-Warehouse Asset.

“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“ Majority Lenders ” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Majority Lenders at any time; provided that, the amount of any participation in any Swing Line Loan that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender in making such determination.

“ Management Fees ” means, with respect to each Property for any period, an amount equal to the greater of (i) actual management fees payable with respect thereto and (ii) three percent (3.0%) per annum on the aggregate base rent and percentage rent due and payable under leases with respect to such Property.

“ Manager ” means SPT Management, LLC, a Delaware limited liability company.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of any Borrower, the Parent or the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under

any Loan Document to which it is a party; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; or (d) a material adverse effect upon the Collateral or the validity, enforceability, perfection or priority of the Administrative Agent’s Liens on the Collateral.

“ Maturity Date ” means, with respect to the Revolving Credit Loans and Commitment (or portion thereof, as applicable) of any Lender, the later of (a) the Initial Maturity Date , (b) if the Initial Maturity Date is extended with respect to the Revolving Credit Loans and Commitments of all Lenders, the First Extended Maturity Date and (c) if the First Extended Maturity Date is extended with respect to the Revolving Credit Loans and Commitment (or any portion thereof) of such Lender pursuant to Section 2.12 , the Second Extended Maturity Date ; provided , however , that (i) in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day and (ii) if only a portion of the Revolving Credit Loans and Commitment of a Lender is extended pursuant to Section 2.12 , the Second Extended Maturity Date shall only apply to the portion of such Revolving Credit Loans and Commitment of such Lender so extended.

“ Moody’s ” means Moody’s Investors Service, Inc. and its successors.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including any Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“ Near Cash Liquidity ” means, with respect to the Parent and its Subsidiaries on a consolidated basis, as of any date of determination, the sum of (i) the market value of Near Cash Securities held by the Parent and its Subsidiaries as of such date and (ii) the amount of Undrawn Borrowing Capacity of Parent and its Subsidiaries under repurchase and credit facilities to which they are a party as of such date. “Market Value” of Near Cash Securities shall be determined on a quarterly basis by at least one independent third party financial institution reasonably acceptable to the Administrative Agent.

“ Near Cash Securities ” means (i) CMBS having, at all times, a maturity or weighted average life of twelve (12) months or less as determined by the applicable service, (ii) RMBS having a duration of twelve (12) months or less as determined by the Parent (and, at the Administrative Agent’s request, the assumptions used in such determination shall be provided to the Administrative Agent for the Administrative Agent’s review), in each case, having a rating of Baa1 or BBB (or the equivalent) or higher by at least one Rating Agency (it being acknowledged that such securities may also have a lower rating from one or more Rating Agencies) or (iii) other public or privately placed securities approved by the Administrative Agent.

“ Net Cash Proceeds ” means, with respect to any issuance or sale by the Parent of any of its Equity Interests, the excess of (i) the sum of the cash and Cash Equivalents received by the

Parent in connection with such issuance or sale, less (ii) the underwriting discounts and commissions, and other out-of-pocket expenses, incurred by the Parent in connection with such issuance or sale.

“ Net Income ” means, with respect to any Test Period, the net income of Parent and its Subsidiaries on a consolidated basis for such Test Period as determined in accordance with GAAP.

“ Net Operating Income ” means, with respect to any Property for any period, property rental and other income derived from the operation of such Property from tenants paying rent as determined in accordance with GAAP, minus the amount of all expenses (as determined in accordance with GAAP) incurred in connection with and directly attributable to the ownership and operation of such Property for such period, including, without limitation, Management Fees and amounts accrued for the payment of real estate taxes and insurance premiums, but excluding (i) any general and administrative expenses related to the operation of the Parent and its Subsidiaries, (ii) any interest expense or other debt service charges and (iii) any non-cash charges such as depreciation or amortization of financing costs.

“ New Guarantor Deliverables ” means, with respect to any Subsidiary that is required to become a Guarantor after the Restatement Effective Date pursuant to Section 6.12 , the following items: (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Subsidiary is a party, (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed, and that such Subsidiary is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization or formation, (iii) a certificate of a Responsible Officer of such Subsidiary either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Subsidiary and the validity against such Subsidiary of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required and (iv) to the extent requested by the Administrative Agent, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such Subsidiary and the Loan Documents to which such Subsidiary is a party as the Administrative Agent may reasonably request.

“ New Lender Joinder Agreement ” has the meaning specified in Section 2.15(c) .

“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.

“ Non-Qualifying Additional Collateral Asset ” has the meaning specified in Section 11.22(b) .

“ Non-Recourse Indebtedness ” means Indebtedness of a Person for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, Insolvency Events, non-approved transfers or other events) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.

“ Non-Warehouse Asset ” has the meaning specified in Section 2.14(a)(iii) .

“ Non-Warehouse Eligible Amount ” means, at any time with respect to any Eligible Non-Warehouse Asset, an amount equal to the greater of (i) such Eligible Non-Warehouse Asset’s contribution to the Borrowing Base Amount at such time pursuant to clause (a) of the definition of Borrowing Base Amount and (ii) $0.

“ Note ” means a promissory note made by the Borrowers in favor of a Lender evidencing the Revolving Credit Loans made by such Lender, substantially in the form of Exhibit B .

“ Obligations ” means, collectively, all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Revolving Credit Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ Occupancy Rate ” means for any Property, the percentage of the rentable area of the Property leased and occupied by bona fide tenants of the Property pursuant to bona fide tenant leases, in each case, which tenants are not past due in the payment of any rent or other similar payments due under such leases beyond any grace period for payment thereof contained in the applicable leases (as such leases are in effect on the date such Property is first included in the computation of Borrowing Base Amount).

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

“ Off-Balance Sheet Obligations ” means, with respect to any Person and any date, to the extent not included as a liability on the balance sheet of such Person, all of the following with respect to such Person as of such date: (a) monetary obligations under any financing lease or so–called “synthetic,” tax retention or off–balance sheet lease transaction which, upon the application of any Insolvency Laws, would be characterized as indebtedness, (b) monetary obligations under any sale and leaseback transaction which does not create a liability on the balance sheet of such Person, or (c) any other monetary obligation arising with respect to any other transaction which (i) is characterized as indebtedness for tax purposes but not for accounting purposes, or (ii) is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (for purposes of this clause (c), any transaction structured to provide tax deductibility as interest expense of any

dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Original Closing Date ” means August 3, 2012.

“ Original Note ” means a “Note” as defined in the Existing Credit Agreement.

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

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06 ).

“ Outstanding Amount ” means with respect to any Loan on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loan occurring on such date.

“ Outstanding Value ” means, at any time:

(a) in the case of each Eligible Loan Asset that is acquired by a Borrower, the least of (i) the acquisition price paid by such Borrower for such Eligible Loan Asset at the time such Eligible Loan Asset was acquired by such Borrower, less the sum of (x) the aggregate amount of all Eligible Loan Asset Principal Payments received by such Borrower in respect of such Eligible Loan Asset and (y) the amount, if any, by which such Borrower has reduced the value of such Eligible Loan Asset on its books and records subsequent to the acquisition thereof by such Borrower, (ii) if such Eligible Loan Asset is the subject of an Accepted Offer to Purchase at such time, the agreed and accepted purchase price for such Eligible Loan Asset as set forth in such Accepted Offer to Purchase, less the aggregate amount of all Eligible Loan Asset Principal Payments

received by such Borrower from such Eligible Loan Asset and not reflected in the purchase price set forth in such Accepted Offer to Purchase and (iii) if such Eligible Loan Asset was previously included in the borrowing pool under a Warehouse Line but has been removed from such borrowing pool, the excess of (x) the value that was attributed to such Eligible Loan Asset for purposes of calculating the Parent’s and its Subsidiaries’ borrowing capacity under the Warehouse Line from which such Eligible Loan Asset was most recently removed, as determined under such Warehouse Line immediately prior to the removal of such Eligible Loan Asset therefrom, minus (y) the sum of (A) the aggregate amount of all Eligible Loan Asset Principal Payments received by such Borrower from such Eligible Loan Asset after the date such Eligible Loan Asset was removed from such Warehouse Line and (B) the amount, if any, by which such Borrower has reduced the value of such Eligible Loan Asset on its books and records subsequent to the date such Eligible Loan Asset was removed from such Warehouse Line;

(b) in the case of each Eligible Loan Asset that is originated by a Borrower, the least of (i) the face amount of such Eligible Loan Asset at the time of its origination by such Borrower, minus the sum of (A) the amount of any upfront fee that was paid by the borrower or any other obligor on such Eligible Loan Asset to such Borrower at the time of its origination, (B) the amount of any original issue or similar discount that was applied to such Eligible Loan Asset in connection with its origination by such Borrower, (C) the aggregate amount of all Eligible Loan Asset Principal Payments received by such Borrower in respect of such Eligible Loan Asset and (D) the amount, if any, by which such Borrower has reduced the value of such Eligible Loan Asset on its books and records subsequent to the origination thereof, (ii) if such Eligible Loan Asset is the subject of an Accepted Offer to Purchase at such time, the agreed and accepted purchase price for such Eligible Loan Asset as set forth in such Accepted Offer to Purchase, less the aggregate amount of all Eligible Loan Asset Principal Payments received by such Borrower from such Eligible Loan Asset and not reflected in the purchase price set forth in such Accepted Offer to Purchase and (iii) if such Eligible Loan Asset was previously included in the borrowing pool under a Warehouse Line but has been removed from such borrowing pool, the excess of (x) the value that was attributed to such Eligible Loan Asset for purposes of calculating the Parent’s and its Subsidiaries’ borrowing capacity under the Warehouse Line from which such Eligible Loan Asset was most recently removed, as determined under such Warehouse Line immediately prior to the removal of such Eligible Loan Asset therefrom, minus (y) the sum of (A) the aggregate amount of all Eligible Loan Asset Principal Payments received by such Borrower from such Eligible Loan Asset after the date such Eligible Loan Asset was removed from such Warehouse Line and (B) the amount, if any, by which such Borrower has reduced the value of such Eligible Loan Asset on its books and records subsequent to the date such Eligible Loan Asset was removed from such Warehouse Line; and

For the avoidance of doubt, for purposes of calculating the Outstanding Value of an Eligible Loan Asset consisting of a commercial mortgage loan and a related mezzanine loan, all references in this definition to Eligible Loan Asset shall include both the commercial mortgage loan and related mezzanine loan that comprise such Eligible Loan

Asset. In the case of any such Eligible Loan Asset where the commercial mortgage loan or related mezzanine loan (but not both) is subject to an Accepted Offer to Purchase, the “Outstanding Value” of such Eligible Loan Asset under clause (a)(ii) or (b)(ii) above, as applicable, shall equal the sum of (x) the agreed and accepted purchase price for the portion of such Eligible Loan Asset that is subject to the Accepted Offer to Purchase plus (y) the “Outstanding Value” of the portion of such Eligible Loan Asset that is not subject to the Accepted Offer to Purchase as determined under clause (a)(i) or (b)(i) above.

“ Parent ” has the meaning specified in the introductory paragraph hereto.

“ Partial Approving Lender ” has the meaning specified in Section 2.12(b)(iii)(B) .

“ Participant ” has the meaning specified in Section 11.06(d) .

“ Participant Certification ” has the meaning specified in Section 11.06(d) .

“ Participant Register ” has the meaning specified in Section 11.06(d) .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Act ” means the Pension Protection Act of 2006.

“ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“ Pension Plan ” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by a Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“ Permitted Collateral Liens ” means:

(a) Liens pursuant to any Loan Document;

(b) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted (which actions or proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary thereof in accordance with GAAP;

(c) Liens in favor of a bank or other financial institution arising as a matter of law or under a Control Agreement encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry so long as those deposits are not given in connection with the issuance or incurrence of Indebtedness; and

(d) in the case of the portion (if any) of a Loan Asset consisting of a mezzanine loan, restrictions on permitted transferees that may be set forth in the documentation governing such mezzanine loan (but only to the extent such restrictions on permitted transferees are reasonably standard and customary for loans of the same type as such mezzanine loan and in any event would permit the transfer (including by way of foreclosure) of such interest to the Administrative Agent (or a Wholly Owned Subsidiary of one or more Secured Parties) for the benefit of the Secured Parties).

“ Permitted Equity Encumbrances ” means:

(a) Liens pursuant to any Loan Document; and

“ Permitted Liens ” means, collectively, Permitted Equity Encumbrances, Permitted Property Encumbrances and Permitted Collateral Liens.

“ Permitted Property Encumbrances ” means:

(a) Liens pursuant to any Loan Document;

(c) easements, rights-of-way, sewers, electric lines, telegraph and telephone lines, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances affecting a Property which could not reasonably be expected to result in a material adverse effect with respect to the use, operations or marketability thereof;

(d) mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than sixty (60) days or are being contested in good faith and by appropriate actions or proceedings diligently conducted (which actions or proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary thereof;

(e) any interest or right of a lessee of a Property under leases entered into in the ordinary course of business of the applicable lessor; and

(f) rights of lessors under Eligible Ground Leases.

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

“ Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of a Loan Party or any ERISA Affiliate or any such Plan to which a Loan Party or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“ Platform ” has the meaning specified in Section 6.02 .

“ Pledge Agreement ” means the Pledge Agreement dated as of the Original Closing Date, as amended as of the Restatement Effective Date, among the Intermediate Parents and the Administrative Agent, as such agreement may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

“ Pledged Additional Collateral Asset ” means, at any time, an Additional Collateral Asset owned by a Borrower or any Loan Asset Subsidiary Guarantor that at such time is subject to a first priority perfected security in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations and is subject to no other Liens, negative pledges or other encumbrances other than Permitted Collateral Liens.

“ Pledged Additional Collateral Assets Report ” means, for any fiscal quarter of the Parent, a written report, certified by a Responsible Officer of the Parent, of the Pledged Additional Collateral Assets during such fiscal quarter, which report shall be substantially in the form attached hereto as Exhibit L .

“ Property ” as to any Person means all of the right, title, and interest of such Person in and to land, improvements and fixtures.

“ Proposed Additional Collateral Assets ” has the meaning specified in Section 6.13(a) .

“ Property Asset Subsidiary Guarantor ” means a Subsidiary Guarantor that is a Subsidiary of SPT Acquisitions Holdco.

“ 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.

“ Rating Agency ” means each of Fitch, Moody’s and S&P.

“ Recipient ” means the Administrative Agent or any Lender.

“ Register ” has the meaning specified in Section 11.06(c) .

“ REIT ” means a Person satisfying the conditions and limitations set forth in Section 856(b) and 856(c) of the Code which are necessary to qualify such Person as a “real estate investment trust,” as defined in Section 856(a) of the Code.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“ Release ” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching of any Hazardous Material into the Environment, or into, from or through any building, structure or facility.

“ Release Conditions ” means, with respect to (i) the release of any Property Asset Subsidiary Guarantor from its obligations under the Guaranty, (ii) the release of any Collateral consisting of an Eligible Loan Asset or Pledged Additional Collateral Asset from the Liens created under the Security Agreement, in each case in connection with a sale, transfer or other disposition thereof to a Person that is not a Borrower or Loan Asset Subsidiary Guarantor, (iii) the release of any Collateral consisting of the Equity Interests in a Property Asset Subsidiary Guarantor from the Liens created under the Pledge Agreement or (iv) the removal of any Eligible Asset from the calculation of the Borrowing Base Amount (each a “ Release Transaction ”), each of the following:

(a) the Borrowers or the Parent shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed Release Transaction (or such shorter period of time as agreed to by the Administrative Agent in writing), a written notice requesting such Release Transaction (a “ Release Notice ”), which Release Notice shall identify each Eligible Loan Asset, each Pledged Additional Collateral Asset and/or the Equity Interests of a Property Asset Subsidiary Guarantor to be released from the Liens created under the applicable Collateral Document, the Property Asset Subsidiary Guarantor to be released from the Guaranty, or the Eligible Asset to be removed from the calculation of the Borrowing Base Amount, as applicable, as part of the proposed Release Transaction, and the date proposed for consummation of the Release Transaction;

(b) no Default or Event of Default has occurred and is continuing on such date (or would exist immediately after giving effect to the proposed Release Transaction);

(c) the Total Outstandings shall not, after giving effect to the proposed Release Transaction (and any contemporaneous prepayment of Loans), exceed the lesser of (1) the Borrowing Base Amount at such time and (2) the Aggregate Commitments at such time;

(d) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of the proposed Release Transaction and, both before and after giving effect to such removal and/or release, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (A)) after giving effect to such qualification and (C) for purposes of this clause, the representations and warranties contained in subsections (a)

and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) , respectively, of Section 6.01 ;

(e) the Loan Parties will be in compliance with all financial covenants on a pro forma basis immediately after giving effect to the proposed Release Transaction; and

(f) at least two (2) Business Days (or such shorter period of time as agreed to by the Administrative Agent in writing), the Administrative Agent shall have received (1) a Borrowing Base Certificate demonstrating to its satisfaction that, after giving effect to the proposed Release Transaction, the condition set forth in clause (c) above will be satisfied and (2) a certificate executed by a Responsible Officer of the Borrowers certifying to the Administrative Agent and the Lenders that the conditions in clauses (c) through (e) above have been satisfied; and

(g) a certificate executed by a Responsible Officer of the Borrowers certifying to the Administrative Agent and the Lenders that immediately before and after giving effect to such Release Transaction, no Default or Event of Default has occurred and is continuing on such date (or would exist immediately after giving effect to the proposed Release Transaction).

“ Release Notice ” has the meaning specified in the definition of “Release Conditions.”

“ Release Transaction ” has the meaning specified in the definition of “Release Conditions.”

“ Relevant Payment ” has the meaning specified in Section 10.11 .

“ Reportable Event ” means any of the events set forth in Section 4043(c ) of ERISA, other than events for which the 30 day notice period has been waived.

“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Revolving Credit Loans, a Committed Loan Notice and (b) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“ Required Lenders ” means, at any time, Lenders having Total Credit Exposures representing at least 66-2/3% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swing Line Loan that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender in making such determination.

“ Requisite Sale/Syndication Efforts ” means, with respect to any Loan Asset, the following actions taken with respect to such Loan Asset by the Borrower that owns such Loan Asset: (i) within 30 days after such Loan Asset is first included in the computation of the Borrowing Base Amount as an Eligible Loan Asset, such Borrower has made available to one or more prospective purchasers that are not affiliated with the Parent copies of a written, bona fide offering memorandum or property listing pursuant to which such Loan Asset has been offered

for syndication or sale, as applicable, and (ii) thereafter such Borrower pursues such syndication or sale diligently and in good faith.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, vice president, general counsel, treasurer, assistant treasurer or controller of a Loan Party and solely for purposes of the delivery of incumbency certificates pursuant to Article IV , the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a written notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restatement Effective Date ” has the meaning specified in Section 4.01 .

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment. Notwithstanding the foregoing, the conversion of (including any cash payment upon the conversion of), payment of any principal or premium on, or payment of any interest with respect to, any Convertible Debt Securities shall not constitute a Restricted Payment.

“ Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .

“ Revolving Credit Exposure ” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Lender’s participation in Swing Line Loans at such time.

“ Revolving Credit Loan ” has the meaning specified in Section 2.01 .

“ RMBS ” means mortgage pass-through certificates or other securities issued pursuant to a securitization of residential mortgage loans.

“ Sanction(s) ” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“ HMT ”) or other relevant sanctions authority.

“ Scheduled Unavailability Date ” has the meaning specified in Section 3.03(b)(ii) .

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Second Extended Maturity Date ” has the meaning specified in Section 2.12(b)(i) .

“ Second Extension Request ” has the meaning specified in Section 2.12(b)(i) .

“ Secured Parties ” means, collectively, the Administrative Agent, the Lenders, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 , and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“ Security Agreement ” means the Security Agreement dated as of the Original Closing Date, among the Borrowers, the Loan Asset Subsidiary Guarantors and the Administrative Agent, as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

“ Significant Subsidiary ” means, at any date of determination, each Subsidiary or group of Subsidiaries of the Parent (a) whose total assets at the last day of the most recent fiscal period for which financial statements have been delivered pursuant to clause (a) or (b) of Section 6.01 were equal to or greater than 10% of the consolidated total assets of the Parent and its Subsidiaries at such date or (b) whose gross revenues for the most recently completed period of four fiscal quarters for which financial statements have been delivered pursuant to clause (a) or (b) of Section 6.01 were equal to or greater than 10% of the consolidated gross revenues of the Parent and its Subsidiaries for such period, in each case, determined in accordance with GAAP (it being understood that such calculations shall be determined in the aggregate for all Subsidiaries of the Company subject to any of the events specified in clause (e), (f), (g) or (h) of Section 8.01 ).

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

“ Solvency Certificate ” means a Solvency Certificate of the chief financial officer of the Parent, substantially in the form of Exhibit G .

“ S&P ” means Standard & Poor’s Ratings Group and its successors.

“ SPT Acquisitions Holdco ” means SPT Acquisitions Holdco, LLC, a Delaware limited liability company.

“ Starwood Property Mortgage Sub-10 HoldCo ” means Starwood Property Mortgage Sub-10 HoldCo, L.L.C., a Delaware limited liability company.

“ Starwood Property Mortgage Sub-10-A HoldCo ” means Starwood Property Mortgage Sub-10-A HoldCo, L.L.C., a Delaware limited liability company.

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.

“ Subsidiary Guarantors ” means, collectively, each Guarantor that is a Subsidiary of a Borrower or of SPT Acquisitions Holdco.

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

“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.16 .

“ Swing Line Lender ” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“ Swing Line Loan ” has the meaning specified in Section 2.16(a) .

“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.16(b) , which shall be substantially in the form of Exhibit A-2 or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Commitments; provided that, without limiting the discretion of the Swing Line Lender to make or decline to make Swing Line Loans, the Swing Line Lender may from time to time, in its sole discretion, agree to increase the Swing Line Sublimit (on a temporary or permanent basis) to an amount not to exceed the lesser of (a) $ 100,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

“ Tangible Net Worth ” means, as of any date of determination, with respect to any Person, all amounts which would be included under capital or shareholder’s equity (or any like caption) on a balance sheet of such Person, minus (a) amounts owing to such Person from any Affiliate thereof, or from officers, employees, partners, members, directors, shareholders or other Persons similarly affiliated with such Person or any Affiliate thereof, (b) Intangible Assets and (c) prepaid taxes and/or expenses, all on or as of such date.

“ 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.

“ Test Period ” means the time period commencing on the first day of each calendar quarter through and including the last day of such calendar quarter.

“ Threshold Amount ” means (i) with reference to an Intermediate Parent, a Borrower, a Property Asset Subsidiary Guarantor or any Subsidiary of a Borrower, $100,000 and (ii) with reference to any other Loan Party or any Significant Subsidiary thereof (other than an Intermediate Parent, a Borrower, a Property Asset Subsidiary Guarantor or any Subsidiary of a Borrower), $25,000,000.

“ Total Assets ” shall mean, with respect to any Person on any date, an amount equal to (a) the aggregate book value of all assets owned by such Person and its Subsidiaries on a consolidated basis and the proportionate share of assets owned by non-consolidated Subsidiaries of such Person, less (i) amounts owing to such Person or any of its Subsidiaries from any Affiliate thereof, or from officers, employees, partners, members, directors, shareholders or other Persons similarly affiliated with such Person or any Affiliate thereof, (ii) Intangible Assets and

(iii) prepaid taxes and expenses, all on or as of such date and determined in accordance with GAAP, plus (b) the amount of any future funding obligations under any loans or financings (including any construction loans) outstanding as of any date, which future funding obligations are included in Total Indebtedness for purposes of the calculation of the Leverage Ratio as of such date.

“ Total Credit Exposure ” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time.

“ Total Indebtedness ” means, with respect to the Parent, as of any date of determination, all Indebtedness (other than Contingent Liabilities not reflected on Parent’s consolidated balance sheet), plus the proportionate share of all Indebtedness (other than Contingent Liabilities not reflected on Parent’s consolidated balance sheet) of all non-consolidated Affiliates of Parent, on or as of such date of determination.

“ Total Outstandings ” means, at any time, the aggregate Outstanding Amount of all Loans at such time.

“ Type ” means, when used in reference to the Loans or any Borrowing, whether the rate of interest on the Loans, or on that portion of the Loans comprising such Borrowing, is determined by reference to the Base Rate or the Eurodollar Rate.

“ Underlying Real Property Asset ” means Property that (i) secures an Eligible Loan Asset and/or (ii) relates to a Pledged Additional Collateral Asset and is described in clause (i) or clause (ii) of the definition of “Additional Collateral Asset.”

“ Undrawn Borrowing Capacity ” means, with respect to any Person and its consolidated Subsidiaries, as of any date, the total undrawn borrowing capacity available to such Person and its direct or indirect consolidated Subsidiaries under any repurchase and credit facilities and similar agreements to which such Person or any of its consolidated Subsidiaries is a party as of such date, but (i) with respect to any such repurchase or credit facility or similar agreement that is a secured facility, solely to the extent that collateral has been approved by and pledged to the related buyer or lender under such facility, and (ii) with respect to any such credit facility or similar agreement that is an unsecured facility, solely to the extent that such undrawn borrowing capacity (i.e., remaining availability) is committed by the related lender.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unrestricted Cash ” means (i) cash and Cash Equivalents (other than prepaid rents and security deposits made under tenant leases) held by the Parent or any of its Subsidiaries that are not subject to any Lien (excluding statutory liens in favor of any depositary bank where such cash is maintained or any Lien granted to the Administrative Agent for the benefit of the Secured Parties), minus (ii) amounts included in the foregoing clause (i) that are with an entity other than the Parent or any of its Subsidiaries as deposits or security for Contractual Obligations.

“ Unused Fee ” has the meaning specified in Section 2.07(a) .

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

“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 3.01(e)(ii)(B)(III) .

“ Warehouse Asset ” has the meaning specified in Section 2.14(a)(iii) .

“ Warehouse Lines ” means, collectively, (i) each warehouse credit facility provided to any Subsidiary of the Parent on the Restatement Effective Date by one or more lenders that are not affiliated with the Parent, the material terms and provisions of which have been disclosed to the Administrative Agent in writing prior to the Restatement Effective Date (each, a “ Restatement/Closing Date Warehouse Line ”) and (ii) each warehouse credit facility provided to any Subsidiary of the Parent after the Restatement Effective Date by one or more lenders that are not affiliated with the Parent, the material terms and provisions of which (including, without limitation, advance rates and borrowing base eligibility criteria) are substantially similar to those set forth in one or more of the Restatement/Closing Date Warehouse Lines.

“ Wholly-Owned ” means with respect to the ownership by any Person of any Property, that one hundred percent (100%) of the title to such Property is held in fee directly or indirectly by, or one hundred percent (100%) of such Property is ground leased pursuant to an Eligible Ground Lease directly by, such Person.

“ Wholly-Owned Subsidiary ” means, with respect to any Person 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 Person.

“ Wholly Owned Unrestricted Subsidiary ” means, as to any Borrower and as of any date of determination, any other Person (i) all of the Equity Interests of which (other than directors’ qualifying shares required by law) is owned directly and/or through other Wholly Owned Unrestricted Subsidiaries by such Borrower or by both Borrowers and (ii) who is not, as of such date of determination, prohibited from becoming a guarantor of the Obligations under the express terms of its Organization Documents or any contract, instrument or other agreement to which such Person is a party.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.02 Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ”

shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) 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 or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto ,” “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) 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.

(b) In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms .

(a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Parent and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b) Changes in GAAP; Changes in Accounting Policies or Reporting Practices . If at any time any change in GAAP (including the adoption of IFRS), or any change in accounting policies or reporting practices of the Parent or any of its Subsidiaries that are permitted by but not required under, GAAP, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change(s)

(subject to the approval of the Majority Lenders); provided that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP and the accounting policies and reporting practices (as the case may be) in effect prior to such change(s) and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change(s). Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

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

1.05 Times of Day; Rates . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto or to LIBOR.

ARTICLE II. THE COMMITMENTS AND REVOLVING CREDIT LOANS

2.01 Borrowings . Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “ Revolving Credit Loan ”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided , however , that after giving effect to any Revolving Credit Borrowing, (i) the Total Outstandings shall not exceed the lesser of (x) the Borrowing Base Amount at such time and (y) the Aggregate Commitments at such time and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01 , prepay under Section 2.03 , and reborrow under this Section 2.01 . Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Each Lender that is a party to this Agreement on the Restatement Effective Date hereby represents and warrants that, on and as of the Restatement Effective Date, it is a “qualified purchaser” (within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder) and a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act of 1933, as amended).

2.02 Borrowings, Conversions and Continuations of Revolving Credit Loans .

(a) Each Revolving Credit Borrowing, each conversion of Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrowers’ irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Rate Loans (other than Eurodollar Loans referred to in the following clause (ii)) or of any conversion of (x) Eurodollar Rate Loans to Base Rate Loans or (y) Eurodollar Rate Loans that bear interest based on clause (a) of the definition of Eurodollar Rate to Eurodollar Loans that bear interest based on clause (b)(ii) of the definition of Eurodollar Rate, and (ii) on the requested date of any Revolving Credit Borrowing of Base Rate Loans or Eurodollar Loans that bear interest based upon clause (b)(ii) of the definition of Eurodollar Rate; provided , however , that if the Borrowers wish to request Eurodollar Rate Loans having an Interest Period of six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Revolving Credit Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days before the requested date of a Revolving Credit Borrowing, conversion or continuation of Eurodollar Rate Loans having an Interest Period of six (6) months, the Administrative Agent shall notify the Borrowers (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders; and if such consent has not been given by all Lenders, the requested Borrowing shall automatically be converted to a request for a Revolving Credit Borrowing of Eurodollar Rate Loans bearing interest based on clause (b)(ii) of the definition of Eurodollar Rate. Any Eurodollar Rate Loan that the Borrowers have elected to bear interest based on clause (b)(ii) of the definition of Eurodollar Rate shall continue to so bear interest for successive Interest Periods of one Business Day, without any further notice of continuation, until a notice of conversion is effective with respect thereto or such Eurodollar Rate Loan is repaid. Each Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Revolving Credit Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are requesting a Revolving Credit Borrowing, a conversion of Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Revolving Credit Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans to be borrowed, converted or continued, (iv) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto (which shall be one, two, three or six months (or, in the case of a Eurodollar Rate Loan that bears interest based on clause (b)(ii) of the definition of Eurodollar Rate, successive Interest Periods of one (1) Business Day)). If the Borrowers fail to specify a Type of Revolving Credit Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as, or converted to, Base Rate Loans.

Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrowers request a Revolving Credit Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fail to specify an Interest Period, they will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a) . Each Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the conditions set forth in Section 4.02 , the Administrative Agent shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrowers on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrowers.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Majority Lenders.

(d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.

(e) After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than six (6) Interest Periods in effect.

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrowers, the Administrative Agent, and such Lender.

2.03 Prepayments and Repayments of Loans .

(a) Optional Prepayments . The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall

be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Credit Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided , that if a Contingent Commitment Termination Notice is revoked by the Borrowers in accordance with Section 2.04 , as result of the refinancing specified therein not having occurred, the Borrowers shall not be required to prepay the Revolving Credit Loans (and the Revolving Credit Loans shall not become due and payable) on the payment date set forth in such revoked Contingent Commitment Termination Notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Subject to Section 2.13 , each such prepayment shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentages.

The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b) Mandatory Prepayments .

(i) If for any reason the Total Outstandings at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

(ii) If for any reason the Total Outstandings at any time exceeds the Borrowing Base Amount at such time, the Borrowers shall within two (2) Business Days thereof prepay Loans (including Swing Line Loans) in an aggregate amount equal to such excess. Each prepayment pursuant to the foregoing sentence shall be applied, first, to the outstanding Swing Line Loans until paid in full, and second, ratably to the outstanding Revolving Credit Loans (without any reduction of the Aggregate Commitments).

(c) Repayment of Loans . The Borrowers shall repay to each Lender on the Maturity Date of such Lender’s Commitment, the aggregate principal amount of all Revolving Credit Loans of such Lender outstanding on such Maturity Date; provided , that if a portion, but not all, of a Lender’s Commitment is extended in accordance with Section 2.12(b) , the Borrowers shall, on the Maturity Date with respect to the portion of such Lender’s Commitment not extended (the “ Non- Extended Portion Maturity Date ”), repay such portion of such Lender’s Revolving Credit

Loans to the extent such Revolving Lender’s Revolving Credit Loans would exceed the amount of such Lender’s reduced Commitment (giving effect to the Non-Extended Portion Maturity Date).

(d) The Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the earliest Maturity Date applicable to Revolving Credit Loans made by Bank of America.

2.04 Termination or Reduction of Commitments . The Borrowers may, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) after giving effect to any partial reduction of the Aggregate Commitments, the remaining Aggregate Commitments shall be greater than or equal to $25,000,000, (iv) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the lesser of (x) the Aggregate Commitments then in effect and (y) the Borrowing Base Amount at such time, (v) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, the Swing Line Sublimit shall be automatically reduced by the amount of such excess and (vi) the Borrowers shall, jointly and severally, pay any amounts required to be paid under Section 3.05 resulting from any prepayment of Revolving Credit Loans made in connection with such termination or reduction of Commitments; provided further , that any such notice delivered in connection with a termination in full of the Aggregate Commitments, due to a refinancing of the Loans with the proceeds of such refinancing, may be, if expressly so stated to be, contingent upon the consummation of such refinancing (any such contingent termination notice being referred to herein as a “ Contingent Commitment Termination Notice ”) and may be revoked by the Borrowers in the event such refinancing is not consummated (and the Borrowers shall, jointly and severally, pay any amounts required to be paid under Section 3.05 resulting from any such revocation of such notice). The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

2.05 Collections .

(a) Collection Accounts . Each Borrower has established an account (collectively, the “ Collection Accounts ”) with Bank of America that is subject to a Control Agreement. All funds on deposit in the Collection Account shall be collateral security for the Obligations. Each Collection Account shall be an interest-bearing account, with all accrued interest to become part of the balance in such Collection Account. Each Borrower agrees that it shall include all interest and earnings on any such balance in its Collection Account as its income (and, if such Borrower is a partnership or other pass-through entity, the income of all partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in its Collection

Account for federal and applicable state and local tax purposes. Subject to subsection (c) below, the Administrative Agent shall have the exclusive right to manage and control all funds in the Collection Accounts, but the Administrative Agent shall have no fiduciary duty with respect to such deposited funds.

(b) Each Borrower has instructed (and after the Restatement Effective Date will continue to instruct), the applicable obligors, agents, trustees, servicers or sub-servicers (as the case may be) with respect to all Eligible Loan Assets owned by such Borrower to deposit or otherwise transfer into the Collection Account of such Borrower all principal, interest and other income, distributions, receipts, payments, collections, prepayments, recoveries, proceeds (including insurance and condemnation proceeds) and other payments or amounts of any kind paid, received, collected, recovered or distributed on, or in connection with or in respect of the Eligible Loan Assets owned by such Borrower. Neither Borrower shall make any change in the foregoing instructions. If, despite such instructions, any amount in respect of any Eligible Loan Asset is received by a Borrower in contravention of the prior sentence, such Borrower shall receive such amount in trust for the benefit of the Administrative Agent, shall segregate such amount from all other funds of such Borrower and shall within two (2) Business Days following receipt thereof cause such amount to be deposited into a Collection Account.

(c) On the last Business Day of each calendar quarter, each Interest Payment Date, each date on which the Borrowers request or are required to make a prepayment or repayment under Section 2.03 and any other date upon the written request of the Borrowers, the Administrative Agent shall:

(i) cause an amount equal to any interest on the Loans then due and payable to be applied to pay such Obligations;

(ii) cause an amount equal to the amount of any prepayment that is then due and payable pursuant to Section 2.03(b) to be to be applied to pay such Obligations;

(iii) cause an amount equal to any then due and payable Obligations not described in the foregoing clauses (i) or (ii) to be applied to pay such Obligations; and

(iv) after application of funds as described in the foregoing clauses (i) through (iii), transfer any remaining funds on deposit in such Collection Account by wire transfer to an account designated by the Borrowers, but if and only if each of the following conditions are satisfied at the time:

(A) no Default or Event of Default shall exist; and

(B) the Borrowers have delivered a Borrowing Base Certificate to the Administrative Agent setting forth the calculation of the Borrowing Base Amount at such time, which calculation shall demonstrate that, after giving effect to the transfer of such funds in the Collection Account to the Borrowers, the Total Outstandings do not exceed the lesser of (x) the Aggregate Commitments at such time and (y) the Borrowing Base Amount at such time.

(d) Any account fees and charges may be deducted from the balance, if any, in the Collection Accounts. Each Collection Account may be established and held in such name or names as the Administrative Agent may deem appropriate, including in the name of the Administrative Agent for the Lenders. Each Borrower hereby constitutes and appoints the Administrative Agent and any officer or agent of the Administrative Agent its true and lawful attorneys-in-fact with full power of substitution to open a Collection Account for such Borrower and to do any and every act that such Borrower might do on its own behalf to fulfill the terms of this Section 2.05 . To the extent permitted by law, each Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

2.06 Interest .

(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan (including each Swing Line Loan) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) (i) While any Event of Default exists, the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.07 Fees . In addition to certain fees described in Sections 2.12(a)(iii)(C) and 2.12(b)(iv)(D) :

(a) Unused Fee . The Borrowers shall, jointly and severally, pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, an unused line fee (the “ Unused Fee ”) equal to the Applicable Fee Rate times the actual daily amount by which the Aggregate Commitments exceeds the Outstanding Amount of Revolving Credit Loans, subject to adjustment as provided in Section 2.13 . For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the Unused Fee. The Unused Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing

with the first such date to occur after the Restatement Effective Date, and on the last day of the Availability Period.

(b) The Borrowers shall pay to the Arranger and the Administrative Agent for their own respective accounts the fees as have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(c) The Borrowers shall pay to the Administrative Agent for the account of the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.08 Computation of Interest and Fees . All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a) , bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent demonstrable error.

2.09 Evidence of Debt .

(a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent demonstrable error of the amount of the Loans made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of demonstrable error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Swing Line Loans. In the event of any conflict between the accounts and records maintained by the

Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.10 Payments Generally; Administrative Agent’s Clawback .

(a) General . All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(i) Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Revolving Credit Borrowing of Eurodollar Rate Loans (or, in the case of any Revolving Credit Borrowing of Base Rate Loans or Eurodollar Loans that bear interest based on clause (b)(ii) of the definition of Eurodollar Rate, prior to 12:00 noon on the date of such Revolving Credit Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Revolving Credit Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Revolving Credit Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Revolving Credit Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers jointly and severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Revolving Credit Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Revolving

Credit Loan included in such Revolving Credit Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by the Borrowers; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (a) shall be conclusive, absent demonstrable error.

(b) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Revolving Credit Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the Revolving Credit Loans set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(c) Obligations of Lenders Several . The obligations of the Lenders hereunder to make Revolving Credit Loans, to fund participations in Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Revolving Credit Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Revolving Credit Loan, to purchase its participation or to make its payment under Section 11.04(c) .

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

2.11 Sharing of Payments by Lenders . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on the Revolving Credit Loans made by it, or the participations in Swing Line Loans held by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Revolving Credit Loans or participations and accrued interest thereon greater than its pro rata

share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Revolving Credit Loans and subparticipations in Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, 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 Revolving Credit Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Loans or subparticipations in Swing Line Loans to any assignee or participant, other than an assignment to a Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply).

Each 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 such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

2.12 Extensions of Maturity Date .

(a) Extension of Initial Maturity Date .

(i) Request for Extension of Initial Maturity Date . The Borrowers may, by written notice to the Administrative Agent not earlier than 240 days and not later than 30 days prior to the Initial Maturity Date (such notice, a “ First Extension Request ”), extend the Maturity Date for an additional 364 days beyond the Initial Maturity Date (the “ First Extended Maturity Date ”).The Administrative Agent shall make available any such First Extension Request to the Lenders promptly following its receipt thereof.

(ii) Conditions Precedent to Effectiveness of Initial Maturity Date Extension . As conditions precedent to the effectiveness of an extension of the Initial Maturity Date to the First Extended Maturity Date, each of the following requirements shall be satisfied:

(A) The Administrative Agent shall have received a First Extension Request within the period required under subsection (a)(i) above;

(B) On the date of such First Extension Request and both immediately before and immediately after giving effect to such extension of the Initial

Maturity Date, no Default or Event of Default shall have occurred and be continuing;

(C) The Borrowers shall have paid to the Administrative Agent, for the pro rata benefit of each Lender, an extension fee in an amount equal to *** of the aggregate amount of the Commitments of the Lenders being extended pursuant to such First Extension Request, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason;

(D) The Administrative Agent shall have received a certificate of each Loan Party dated as of the effective date of such Maturity Date extension signed by a Responsible Officer of such Loan Party certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of such date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (z) for purposes of this Section 2.12(a) , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 , and (B) no Default exists;

(E) The Borrowers shall have delivered to the Administrative Agent a Solvency Certificate executed on behalf of each of the Loan Parties (with respect to the Solvency of each such Loan Party both before and after giving effect to such extension); and

(F) The Borrowers and the other Loan Parties shall have delivered to the Administrative Agent such reaffirmations of their respective obligations under the Loan Documents (after giving effect to the extension), and acknowledgments and certifications that they have no claims, offsets or defenses with respect to the payment or performance of any of the Obligations, including, without limitation, reaffirmations of each of the Pledge Agreement, the Security Agreement and Guaranty, executed by the Loan Parties party thereto.

(b) Extension of First Extended Maturity Date .

(i) Request for Extension of First Extended Maturity Date . The Borrowers may by written notice to the Administrative Agent not earlier than 240 days and not later than 30 days prior to the First Extended Maturity Date (such notice, a “ Second Extension Request ”), request that the Lenders extend the Maturity Date to the 364 th day following the First Extended Maturity Date (the “ Second Extended Maturity Date ”). The Administrative Agent shall distribute any such Second Extension Request to the Lenders promptly following its receipt thereof.

(ii) Lender Elections to Extend the Maturity Date . Each Lender shall notify the Administrative Agent on or prior to the fifteenth (15 th ) day after the date of the Administrative Agent’s receipt of a Second Extension Request as to whether or not such Lender desires to extend its Commitment in accordance with such Second Extension Request and, if such Lender desires to extend only a portion of its Commitment, the amount of such portion that it desires to extend (but in no event shall any partial extension of a Commitment be in an amount less than $5,000,000). Any Lender not responding within such time period shall be deemed to have declined to extend the First Extended Maturity Date of its Commitment (each such non-responding Lender, together with any Lender who has responded to a Second Extension Request by declining to have the First Extended Maturity Date of any of its Commitment extended, being referred to herein as a “ Declining Lender ”).

(iii) Notification by Administrative Agent; Additional Lenders .

(A) The Administrative Agent shall notify the Borrowers of the Lenders’ responses to a Second Extension Request made hereunder. If the Required Lenders have consented to the requested extension of the First Extended Maturity Date with respect to all or a portion of their respective Commitments (and in any event in respect of at least $25,000,000 in the aggregate of Commitments) pursuant to such Second Extension Request (such Required Lender consent being referred to herein as an “ Approved Extension ”), then (i) subject to the satisfaction of the conditions precedent to such extension set forth in Section 2.12(b)(iv) , the extension of the First Extended Maturity Date of the Commitments (or portions thereof) of those Lenders who have consented in whole or in part to such extension (each such Lender, an “ Approving Lender ”) shall become effective with respect to such Commitments (or portions thereof), (ii) the Maturity Date of the Commitments of each Declining Lender shall be the First Extended Maturity Date and all Obligations owing to each Declining Lender shall be due and payable on the First Extended Maturity Date and (iii) the portion, if any, of the Commitment of each Approving Lender that such Approving Lender has requested not be extended shall terminate on the First Extended Maturity Date, and the amount of all Revolving Credit Loans owing such Approving Lender on the First Extended Maturity Date in excess of the amount of its reduced Commitment (giving effect to the First Extended Maturity Date) shall be due and payable to such Approving Lender on the First Extended Maturity Date. If the Required Lenders have not consented to the requested extension of the First Extended Maturity Date with respect to all or a portion of their respective Commitments, then (i) the First Extended Maturity Date shall not be extended for any Commitment hereunder (including with respect to the Commitments of the Approving Lenders) and (ii) the Maturity Date of the Commitments of all Lenders (including Approving Lenders) shall be the First Extended Maturity Date and all Obligations owing to each Lender shall be due and payable on the First Extended Maturity Date.

(B) If, with respect to any Second Extension Request, an Approved Extension occurs but there are (x) one or more Declining Lenders with respect to

such Second Extension Request and/or (y) one or more Approving Lenders who have only consented to have a portion of their Commitments extended (any such Approving Lender, a “ Partial Approving Lender ”), the Borrowers may (A) in accordance with Section 11.13 , replace any such Declining Lender with one or more Approving Lenders and/or Eligible Assignees (which Eligible Assignee(s) shall be deemed “Approving Lenders” for purposes of Section 2.12(b) ) that are willing to have the full amount of their respective Commitments (after giving effect to any assignment to such Approving Lender(s) and/or Eligible Assignee(s) of the Commitment of such Declining Lender) extended to the Second Extended Maturity Date and (B) request in writing that any Partial Approving Lender assign (and following its receipt of such written request, such Partial Approving Lender shall assign), pursuant to an Assignment and Assumption, the portion of its Commitment not being extended to one or more Approving Lenders and/or Eligible Assignees (which Eligible Assignee(s) shall be deemed “Approving Lenders” for purposes of Section 2.12(b) ) that are willing to have the full amount of their respective Commitments (after giving effect to any assignment to such Approving Lender(s) and/or Eligible Assignee(s) of such portion of the Commitment of such Partial Approving Lender) extended to the Second Extended Maturity Date.

(iv) Conditions Precedent to Effectiveness of First Extended Maturity Date Extension . As conditions precedent to the effectiveness of an extension of the First Extended Maturity Date to the Second Extended Maturity Date, each of the following requirements shall be satisfied:

(A) The Administrative Agent shall have received a Second Extension Request within the period required under subsection (b)(i) above;

(B) The Required Lenders (determined based on the Commitments held by the Lenders at the time such Second Extension Request is submitted to the Administrative Agent, but giving effect to any contemplated assignments pursuant to Section 2.12(b)(iii)(B) ) shall have consented to the requested extension of the First Extended Maturity Date with respect to all or a portion of their respective Commitments pursuant to such Second Extension Request (and in any event in respect of at least $25,000,000 in the aggregate of Commitments);

(C) On the date of such Second Extension Request and both immediately before and immediately after giving effect to such extension of the First Extended Maturity Date, no Default or Event of Default shall have occurred and be continuing;

(D) The Borrowers shall have paid to the Administrative Agent, for the pro rata benefit of each Approving Lender, an extension fee in an amount equal to *** of the aggregate amount of the Commitments of the Approving Lenders being extended pursuant to such Second Extension Request, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason;

(E) The Administrative Agent shall have received a certificate of each Loan Party dated as of the effective date of such First Extended Maturity Date extension signed by a Responsible Officer of such Loan Party certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of such date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (z) for purposes of this Section 2.12(b) , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 , and (B) no Default exists;

(F) The Borrowers shall have delivered to the Administrative Agent a Solvency Certificate executed on behalf of each of the Loan Parties (with respect to the Solvency of each such Loan Party both before and after giving effect to such extension); and

(G) The Borrowers and the other Loan Parties shall have delivered to the Administrative Agent such reaffirmations of their respective obligations under the Loan Documents (after giving effect to the extension), and acknowledgments and certifications that they have no claims, offsets or defenses with respect to the payment or performance of any of the Obligations, including, without limitation, reaffirmations of each of the Pledge Agreement, the Security Agreement and Guaranty, executed by the Loan Parties party thereto.

(v) Settlement . In the event that not all of the Commitments are extended (or replaced) in connection with an Approved Extension, the Administrative Agent will effect a settlement on the First Extended Maturity Date of all outstanding Revolving Credit Loans among the Lenders to cause the Revolving Credit Loans to be held on a pro rata basis by the Approving Lenders in accordance with their Applicable Percentages (after giving effect to such Approved Extension).

2.13 Defaulting Lenders .

(a) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Majority Lenders” and “Required Lenders” and in Section 11.01 .

(ii) Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise ), or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 , shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Swing Line Lender hereunder; third , as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Revolving Credit Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth , if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement ; fifth , to the payment of any amounts owing to the Lenders or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; sixth , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender ’ s breach of its obligations under this Agreement; and seventh , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share , and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all N on -Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans and funded and unfunded participations in Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.13(a)(iv) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees . No Defaulting Lender shall be entitled to receive any Unused Fee payable under Section 2.07(a) for any period during which such Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure . All or any part of such Defaulting Lender’s participation in Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 11.24 , no reallocation hereunder

shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Repayment of Swing Line Loans . If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure.

(b) Defaulting Lender Cure . If the Borrowers, the Administrative Agent and the Swing Line Lender agree in writing that a Lender shall no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.13(a)(iv) ), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.14 Loan Asset Eligibility Criteria; Sales and other Removals of Loan Assets and Properties Included in the Borrowing Base Amount .

(a) Requirements for Loan Assets to be Included in the Borrowing Base Amount . Prior to any Loan Asset being included in the calculation of the Borrowing Base Amount, each of the following requirements shall have been satisfied with respect to such Loan Asset (such requirements being referred to herein as the “ Loan Asset Eligibility Criteria ”):

(i) The Borrowers shall have provided the Administrative Agent with a written request for such Loan Asset to be included in calculation of the Borrowing Base Amount at least two (2) Business Days (or such shorter period of time as agreed to by the Administrative Agent in writing) prior to its inclusion, which request shall be accompanied by a draft of a credit memorandum regarding such Loan Asset, in form reasonably satisfactory to the Administrative Agent (it being agreed that the form attached as Exhibit K hereto is satisfactory to the Administrative Agent).

(ii) Such Loan Asset shall be owned exclusively by a Borrower.

(iii) The Parent shall have delivered to the Administrative Agent a certificate, executed by a Responsible Officer of the Parent (an “ Loan Asset Designation Certificate ”), certifying to the Administrative Agent and the Lenders that either (x) the

Parent believes in its reasonable, good faith judgment that such Loan Asset satisfies all criteria necessary for such Loan Asset to be an “eligible asset” (or similar term) under at least one Warehouse Line (any such Loan Asset, a “ Warehouse Asset ”) or (y) (A) such Loan Asset is not a Warehouse Asset, (B) the Loan-to-Value Ratio of such Loan Asset (a reasonably detailed calculation of which shall be included in such Loan Asset Designation Certificate) does not exceed (1) in the case of an Loan Asset that is secured by one or more apartment/multi-family properties, eighty percent (80%) and (2) in the case of any other Loan Asset, seventy-five percent (75%) and (C) the Requisite Sale/Syndication Efforts are being made with respect to such Loan Asset (any such Loan Asset satisfying all of the criteria of this subclause (y), a “ Non-Warehouse Asset ”).

(iv) (x) Such Loan Asset shall be secured by a first mortgage on a Property (provided that this clause (x) shall not apply with respect to any mezzanine loan comprising such Loan Asset so long as the related commercial mortgage loan is secured by a first mortgage on a Property), (y) unless an Approved Appraisal with respect to the Property that secures such Loan Asset has been delivered to the Administrative Agent pursuant to the following clause (z), shall be the subject of a draft appraisal delivered to the Administrative Agent which draft, if issued, would constitute an Approved Appraisal and (z) the Property that secures such Loan Asset shall, within forty five (45) days after the inclusion of such Loan Asset in the calculation of the Borrowing Base Amount, be the subject of an Approved Appraisal delivered to the Administrative Agent.

(v) Such Loan Asset shall be free and clear of all Liens and of all negative pledges or other restrictions on the ability of the Borrower that owns such Loan Asset to transfer or encumber such Loan Asset (other than notices that may be required under the documentation governing such Loan Asset and other than Permitted Collateral Liens)).

(vi) Such Loan Asset shall be denominated in U.S. dollars and the Property securing such Loan Asset shall be located in the continental United States.

(vii) The Administrative Agent shall have received a Borrowing Base Certificate presenting the Borrowers’ computation of the Borrowing Base Amount after giving effect to the inclusion of such Loan Asset in the calculation of the Borrowing Base Amount.

(b) Removal of Loan Assets from the Borrowing Base Amount for Failure to Satisfy Loan Asset Eligibility Criteria or Failure to Deliver a Final Credit Memorandum; Removal of Properties from the Borrowing Base Amount for Failure to Satisfy Eligible Property Asset Criteria .

(i) If at any time any Loan Asset included in the calculation of the Borrowing Base Amount no longer satisfies any of the Loan Asset Eligibility Criteria set forth in Section 2.14(a)(ii) through (vi) (including (A) in the case of a Warehouse Asset, the failure of such Warehouse Asset to satisfy any of the criteria set forth in Section 2.14(a)(iii)(x) , (B) in the case of a Non-Warehouse Asset, the failure of such Non-Warehouse Asset to satisfy any of the criteria set forth in Section 2.14(a)(iii)(y) and (C) the failure of an Approved Appraisal to be delivered to the Administrative Agent with

respect to the Property securing such Loan Asset within the time period specified in Section 2.14(a)(iv)(z) ), then (x) such Loan Asset shall be automatically removed from the Borrowing Base Amount and (y) the Parent shall, within two (2) Business Days after becoming aware that such Loan Asset no longer satisfies any such Loan Asset Eligibility Criteria, provide the Administrative Agent and the Lenders with written notice thereof, together with a Borrowing Base Certificate setting forth the calculation of the Borrowing Base Amount (giving effect to the removal of such Loan Asset from the Borrowing Base Amount). If, after giving effect to any such removal of the applicable Loan Asset from the calculation of the Borrowing Base Amount, any mandatory prepayment of Revolving Credit Loans is required under Section 2.03(b) , the Borrowers shall make such mandatory prepayment in accordance with the terms of Section 2.03(b) .

(ii) If, within ten (10) Business Days after any Eligible Loan Asset is first included in the calculation of the Borrowing Base Amount (or such longer period of time as agreed to by the Administrative Agent in its sole discretion), the Borrowers have failed to provide the Administrative Agent with a final credit memorandum regarding such Eligible Loan Asset in a form substantially similar to the draft credit memorandum provided to the Administrative Agent with respect to such Eligible Loan Asset pursuant to Section 2.14(a)(i) , such Eligible Loan Asset shall be removed from the calculation of the Borrowing Base Amount until such time as such final credit memorandum is delivered to the Administrative Agent. If such Eligible Loan Asset is removed from the calculation of the Borrowing Base Amount pursuant to the prior sentence, the Borrowers shall promptly (and in any event within two (2) Business Days after its removal) deliver an updated Borrowing Base Certificate to the Administrative Agent setting forth the calculation of the Borrowing Base Amount (after giving effect to the removal of such Loan Asset from the calculation of the Borrowing Base Amount). If, after giving effect to the removal of such Eligible Loan Asset from the calculation of the Borrowing Base Amount, any mandatory prepayment of Revolving Credit Loans is required under Section 2.03(b) , the Borrowers shall make such mandatory prepayment in accordance with the terms of Section 2.03(b) .

(iii) If at any time any Property included in the calculation of the Borrowing Base Amount no longer satisfies any of the Eligible Property Asset Criteria (other than clause (l) and (m) thereof) (including the failure of an Approved Appraisal to be delivered to the Administrative Agent with respect to such Property within the time period specified in clause (k) of the definition of Eligible Property Asset), then (x) such Property shall be automatically removed from the Borrowing Base Amount and (y) the Parent shall, within two (2) Business Days after becoming aware that such Property no longer satisfies any Eligible Property Asset Criteria, provide the Administrative Agent and the Lenders with written notice thereof, together with a Borrowing Base Certificate setting forth the calculation of the Borrowing Base Amount (giving effect to the removal of such Property from the Borrowing Base Amount). If, after giving effect to any such removal of the applicable Property from the calculation of the Borrowing Base Amount, any mandatory prepayment of Loans is required under Section 2.03(b) , the Borrowers shall make such mandatory prepayment in accordance with the terms of Section 2.03(b) .

(c) Releases and Removals of Eligible Assets Included in the Calculation of Borrowing Base Amount . Except as set forth in Section 2.14(b) , Eligible Assets may be removed from the calculation of the Borrowing Base Amount and/or released from the Collateral only in accordance with Section 11.23 .

2.15 Increase in Commitments.

(a) Request for Increase . Provided that no Default shall have occurred and is then continuing , upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, request an increase in the Aggregate Commitments to an amount not exceeding $650,000,000 in the aggregate after giving effect to such increase; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as the Borrowers and the Administrative Agent shall agree). At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

(b) Lender Elections to Increase . Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

(c) Notification by Administrative Agent; Additional Lenders . The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made by the Borrowers under this Section. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) and the Swing Line Lender, the Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “ New Lender Joinder Agreement ”).

(d) Effective Date and Allocations . If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. The Administrative Agent is authorized and directed to amend and distribute to the Lenders, including any party becoming a Lender on the Increase Effective Date, a revised Schedule 2.01 that gives effect to the increase and the allocation among the Lenders.

Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Restatement Effective Date (if such resolutions include approval to increase the Aggregate Commitments to an amount at least equal to $650,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption , and (y) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of such Increase Effective Date, except to the extent that (1) such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.15 , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) , respectively, of Section 6.01 , and (B) no Default shall have occurred and is then continuing, (ii) the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrowers and each Eligible Assignee that is becoming a Lender in connection with such increase, which New Lender Joinder Agreement shall (in order to be effective) be acknowledged and consented to in writing by the Administrative Agent and the Swing Line Lender and (y) written confirmation from each existing Lender, if any, participating in such increase of the amount by which its Commitment will be increased, which confirmation shall (in order to be effective) be acknowledged and consented to in writing by the Swing Line Lender and (iii) the Borrowers shall have paid to the Arranger any fee required to be paid by the Borrowers as agreed to in writing by the Arranger and the Borrowers in connection therewith .

(f) Settlement Procedures . On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (e) of this Section 2.15 , the Administrative Agent shall notify the Lenders of the occurrence of the increase of the Aggregate Commitments effected on such Increase Effective Date and the amount of the Commitment and Applicable Percentage of each Lender as a result thereof. In the event that the increase in the Aggregate Commitments results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date (i) the participation interests of the Lenders in any outstanding Swing Line Loans shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s participation in existing Revolving Credit Loans will be equal to its adjusted Applicable Percentage, and (iv) if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Rate Loan, then the Borrowers shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

(g) Conflicting Provisions . This Section shall supersede any provisions in Section 2.11 or 11.01 to the contrary.

2.16 Swing Line Loans .

(a) The Swing Line . Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 , may in its sole discretion make loans (each such loan, a “ Swing Line Loan ”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided , however , that (x) after giving effect to any Swing Line Borrowing, (i) the Total Outstandings shall not exceed the lesser of (A) the Borrowing Base Amount at such time and (B) the Aggregate Commitments at such time, and (ii) the Revolving Credit Exposure of any Lender (other than the Lender acting as Swing Line Lender to the extent such excess results solely by virtue of outstanding Swing Line Loans) shall not exceed such Lender’s Commitment , (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) without limiting the absolute discretion of the Swing Line Lender to make or decline to make Swing Line Loans, the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.16 , prepay under Section 2.03 , and reborrow under this Section 2.16 . Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures . Each Swing Line Borrowing shall be made upon the Borrowers’ irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 , and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.16(a) , or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers.

(i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrowers (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Revolving Credit Loan as a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02 , without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02(a) and (b) . The Swing Line Lender shall furnish the Borrowers with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.16(c)(ii) , each Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan as a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Loan in accordance with Section 2.16(c)(i) , the request for Revolving Credit Loan submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.16(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.16(c) by the time specified in Section 2.16(c)(i) , the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.16(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.16(c) (but not its obligation to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.02 . No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations .

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender . The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans. Until each Lender funds its Revolving Credit Loan or risk participation pursuant to this Section 2.16 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender . The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes .

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes . (i) 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 Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below unless the Administrative Agent or such Loan Party has actual knowledge that any such information or documentation is incorrect.

(ii) If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent (or, in the case of a Swing Line Loan, such Loan Party) shall withhold or make such deductions as are determined by such Loan Party or the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below unless the Administrative Agent or such Loan Party has actual knowledge that any such information or documentation is incorrect, (B) the Administrative Agent (or, in the case of a Swing Line Loan, such Loan Party) shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Loan Parties . Without limiting the provisions of subsection (a) above, each Loan Party shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Tax Indemnifications . (i) Each Loan Party shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof 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 3.01 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and 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 Borrowers by a Lender or (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 demonstrable error. Each Loan Party shall, and does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (x) the

Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or a Loan Party shall be conclusive absent demonstrable error. Each Lender hereby authorizes the Administrative Agent and each Loan Party to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent or a Loan Party under this clause (ii) .

(iii) For purposes of determining withholding Taxes imposed under FATCA, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Obligations as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(d) Evidence of Payments . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.01 , 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 any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders; Tax Documentation .

(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 Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers 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 Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers 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 3.01(e)(ii)(A) , (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such

Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Unless the applicable withholding agent has received forms or other documents reasonably satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treat, the Borrowers, the other Loan Parties, Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory rate.

(ii) Without limiting the generality of the foregoing:

(A) any Lender that is a U.S. Person shall deliver to the Borrowers 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 Borrowers or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers 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 Borrowers or the Administrative Agent), whichever of the following is applicable:

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

(ii) executed copies of IRS Form W-8ECI;

(iii) 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 H-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 Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or

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

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers 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 Borrowers or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; 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 Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers 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 Borrowers or the Administrative Agent as may be necessary for the Borrowers 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.

(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(f) Treatment of Certain Refunds . Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. 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 by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01 , it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this subsection the payment of which would place the 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 subsection 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 3.01 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 other Obligations.

(h) Payments made by Administrative Agent . For the avoidance of doubt, any payments made by the Administrative Agent to any Lender shall be treated as payments made by the applicable Loan Party.

(i) Lender treated as Partnership . If any Lender is treated as partnership for purposes of an applicable Indemnified Tax or Other Tax, any withholding made by such Lender shall be treated as if such withholding had been made by the applicable Loan Party or the Administrative Agent.

3.02 Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Loan or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the

Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates . (a)(i) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (A)(1) above, “ Impacted Loans ”), or (B) the Administrative Agent or affected Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent upon the instruction of the affected Lenders revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (A)(1) of this section, the Administrative Agent, in consultation with the Borrowers and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (I) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (II) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (III) any Lender determines that any Law has made it unlawful, or that

any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrowers written notice thereof.

(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Administrative Agent determines (which determination shall be conclusive absent manifest error), or any of the Borrowers or Majority Lenders notify Administrative Agent (with, in the case of the Majority Lenders, a copy to the Borrowers) that the Borrowers or Majority Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “ Scheduled Unavailability Date ”), or

(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,

then, reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “ LIBOR Successor Rate ”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth (5 th ) Business Day after Administrative Agent shall have posted such proposed amendment to all Lenders and Borrowers unless, prior to such time, Lenders comprising the Majority Lenders have delivered to Administrative Agent written notice that such Majority Lenders do not accept such amendment.

If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Daily Floating Rate Loans or Eurodollar Rate Loans shall be suspended (to the extent of the affected LIBOR Daily Floating Rate Loans, Eurodollar Rate Loans or Interest Periods) and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any

pending request for a Borrowing of, conversion to or continuation of LIBOR Daily Floating Rate Loans or Eurodollar Rate Loans (to the extent of the affected LIBOR Daily Floating Rate Loans, Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

3.04 Increased Costs; Reserves on Eurodollar Rate Loans .

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

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) );

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

(iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered; provided , however, that Borrowers’ obligations with respect to any Taxes shall be governed solely by Section 3.01 .

(b) Capital Requirements . If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitment of such Lender or the Loans made by, or participations in Swing Line Loans held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement . A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Reserves on Eurodollar Rate Loans . The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “ Eurocurrency liabilities ”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Eurodollar Rate Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Eurodollar Rate Loan, provided the Borrowers shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.

3.05 Compensation for Losses . Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Revolving Credit Loan) to prepay, borrow, continue or convert any portion of the Revolving Credit Loans (other than a Base Rate Loan) on the date or in the amount notified by the Borrowers; or

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrowers pursuant to Section 11.13 ;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain the Revolving Credit Loans or from fees payable to terminate the deposits from

which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05 , each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders .

(a) Designation of a Different Lending Office . Each Lender may make any Loan to the Borrowers through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Loan in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04 , or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or if any Lender gives a notice pursuant to Section 3.02 , then at the request of the Borrowers 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 Section 3.01 or 3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02 , as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders . If any Lender requests compensation under Section 3.04 , or if the Borrowers are 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 3.01 , the Borrowers may replace such Lender in accordance with Section 11.13 .

3.07 Survival . All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all Obligations hereunder, and resignation of the Administrative Agent.

ARTICLE IV. CONDITIONS PRECEDENT

4.01 Conditions of Effectiveness . This Third Amended and Restated Credit Agreement shall become effective on and as of the first date (the “ Restatement Effective Date ”) on which all of the following conditions precedent shall have been satisfied or waived in accordance with Section 11.01 :

(a) The Administrative Agent’s receipt of the following, each of which shall be originals, .pdf copies sent via electronic mail or telecopied (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Restatement Effective Date (or, in the case of certificates of governmental

officials, a recent date before the Restatement Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrowers;

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;

(iii) a Borrowing Base Certificate, as of the Restatement Effective Date;

(iv) a certificate of each Loan Party dated as of the proposed Restatement Effective Date signed by a Responsible Officer of such Loan Party certifying that, on the Restatement Effective Date before and after giving effect to the effectiveness of this Agreement, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of such date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification, and (B) no Default exists; and

(v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

(vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization or formation;

(vii) a favorable opinion of Sidley Austin LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request;

(viii) a favorable opinion of Morrison & Foerster LLP, Maryland counsel to the Parent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Parent and the Loan Documents to which the Parent is a party as the Administrative Agent may reasonably request;

(ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and

approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(x) certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party (other than Parent) as debtor and that are filed in those state and county jurisdictions in which any Loan Party (other than Parent) is organized or maintains its principal place of business and such other searches, if any, that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted to exist pursuant to the terms hereof);

(xi) [intentionally omitted];

(xii) [intentionally omitted];

(xiii) the Administrative Agent shall have received such other agreements and documents, and evidence that all other actions, recordings and filings have been taken, in each case that the Administrative Agent may reasonably deem necessary or desirable in order to create or perfect the Liens created under the Collateral Documents (including all actions the delivery of the certificates representing any Equity Interests in any Person that have been pledged pursuant to the Pledge Agreement (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests);

(xiv) the absence of any action, suit, investigation or proceeding, pending or threatened, in any court or before any arbitrator or Governmental Authority that purports to materially affect any of the Borrowers, the Guarantors or any of their respective Subsidiaries, or any transaction contemplated hereby, or that could have a material adverse effect on any of the Borrowers or the Guarantors, or any of their respective Subsidiaries, or any transaction contemplated hereby or on the ability of any of the Borrowers or the Guarantors to perform its obligations under the Loan Documents; and

(xv) a Solvency Certificate from the Loan Parties demonstrating that each Loan Party is Solvent.

(b) At least five (5) Business Days prior to the Restatement Effective Date, the Administrative Agent and each Lender, as applicable, shall have received documentation and other information with respect to each of the Loan Parties which is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) and regulations implemented by the US Treasury’s Financial Crimes Enforcement Network under the Bank Secrecy Act reasonably requested by the Administrative Agent or such Lender at least ten (10) Business Days prior to the Restatement Effective Date.

(d) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Restatement Effective Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings ( provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).

Without limiting the generality of the provisions of the last paragraph of Section 9.03 , for purposes of determining compliance with the conditions specified in this Section 4.01 each Lender that has signed 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 written notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.

4.02 Conditions to all Revolving Credit Loans . The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:

(a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Revolving Credit Loan, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (iii) for purposes of this Section 4.02 , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 .

(b) No Default shall exist, or would result from such proposed Loan or from the application of the proceeds thereof.

(c) The Administrative Agent and, in the case of a Swing Line Borrowing, the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d) The Administrative Agent shall have received a Borrowing Base Certificate from the Borrowers with the information set forth therein being as of the date of such requested Borrowing.

(e) After giving effect to the proposed Loan, the Total Outstandings shall not exceed the lesser of (i) the Borrowing Base Amount at such time and (ii) the Aggregate Commitments at such time.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Revolving Credit Loans to the other Type or a continuation of Eurodollar Rate Loans or a Committed Loan Notice delivered by the Swing Line Lender pursuant to Section 2.16(c)(i) ) submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) , (b) and (e) have been satisfied on and as of the date of the applicable Loan.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent and the Lenders that:

5.01 Existence, Qualification and Power . Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention . The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except in each case referred to in clause (b)(i) to the extent that such conflict or violation could not reasonably be expected to have a Material Adverse Effect.

5.03 Governmental Authorization; Other Consents . Other than notices and consents required under the terms of any of the Eligible Loan Assets or Pledged Additional Collateral Assets (all of which have been given or obtained), no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) except for the filing of UCC financing statements and the delivery of Control Agreements, the perfection or

maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Permitted Collateral Liens). In addition, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the enforcement of any Loan Party of, or the exercise by the Administrative Agent or any Lender of its rights under, the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than, with respect to foreclosure upon or transfer of (i) any Eligible Loan Asset, notices that may be required under the documentation governing such Eligible Loan Asset and (ii) any Pledged Additional Collateral Asset, notices that may be required under, and restrictions on permitted transferees that may be set forth in, the documentation governing such Pledged Additional Collateral Asset (but only to the extent such restrictions on permitted transferees of such Pledged Additional Collateral Asset are reasonably standard and customary for loans or other debt investments that are the same type as such Pledged Additional Collateral Asset).

5.04 Binding Effect . This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general principles of equity.

5.05 Financial Statements; No Material Adverse Effect .

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness.

(b) The unaudited consolidated balance sheets of the Parent and its Subsidiaries dated September 30, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c) Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

5.06 Litigation . There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of such Loan Party after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against such Loan Party or any of its Subsidiaries or against any of their properties or revenues that (a) challenges the validity or enforceability of this Agreement, any other Loan Document or any of the transactions contemplated hereby, or otherwise purports to restrict or prohibit the performance of all or any portion of this Agreement, any other Loan Document or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

5.07 No Default . Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08 Ownership of Property; Liens . Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of each Loan Party and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01 .

5.09 Environmental Compliance . Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Loan Parties and their respective Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) to the extent within the control of the Loan Parties and their respective Subsidiaries, each of their Environmental Permits will be timely renewed and complied with, any additional Environmental Permits that may be required of any of them will be timely obtained and complied with, without material expense, and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained, without material expense.

5.10 Insurance . The properties of the Parent and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Parent, in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Parent or the applicable Sub sidiary operates, except in the case of Subsidiaries that are not Loan Parties where the failure to maintain such insurance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.11 Taxes . The Parent and each of its Subsidiaries have timely filed all federal, state and other material tax returns and reports required to be filed, and have timely paid all

federal, state and other material Taxes (whether or not shown on a tax return), including in its capacity as a withholding agent, levied or imposed upon it or its properties, income or assets otherwise due and payable, except those Taxes which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP, and except in the case of Subsidiaries that are not Loan Parties where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment or other claim against, and no tax audit with respect to, any Loan Party or any Subsidiary, except in each case as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.12 ERISA Compliance .

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service or will be filed with the Internal Revenue Service within the remedial amendment period. To the best knowledge of such Loan Party, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b) There are no pending or, to the best knowledge of such Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) Except for any of the following which could not reasonably be expected to result in a Material Adverse Effect (i) no ERISA Event has occurred, and neither such Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither such Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iii) neither such Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither such Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(d) On the Restatement Effective Date, neither such Loan Party nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than those listed on Schedule 5.12(d) hereto.

(e) Neither Borrower is a Plan nor will they be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Plans in connection with the Loans or the Commitments.

5.13 Loan Parties . As of the Restatement Effective Date , all of the outstanding Equity Interests of each Subsidiary of each Loan Party has been validly issued, are fully paid and nonassessable and are owned by a Loan Party or a Subsidiary thereof free and clear of all Liens other than Liens permitted to exist under Section 7.01 . All of the outstanding Equity Interests in each Loan Party have been validly issued and are fully paid and nonassessable. Set forth on Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Restatement Effective Date (as to each Loan Party) the jurisdiction of its incorporation and the address of its principal place of business. As of the Restatement Effective Date, the copy of the charter of each Loan Party and each amendment thereto previously provided to the Administrative Agent on or prior to the Restatement Effective Date is a true and correct copy of each such document, each of which is valid and in full force and effect.

5.14 Margin Regulations; Investment Company Act .

(a) Such Loan Party is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Immediately following the application of the proceeds of each Borrowing, not more than 25% of the value of the assets (either of such Loan Party only or of the Loan Parties and their Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or subject to any restriction contained in any agreement or instrument between such Loan Party and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.

(b) None of the Parent, any Person Controlling the Parent, or any Subsidiary of the Parent is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.15 Disclosure . No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (taken as a whole and as modified or supplemented by other information so furnished) 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 (a) with respect to projected financial information and other forecasts, such Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood and agreed that financial projections are not a guarantee of financial performance and that actual results may differ from financial

projections and such differences may be material) and (b) no representation is made hereunder with respect to any reports, certificates or other information received by a Borrower or any other Loan Party and delivered to the Administrative Agent or any Lender with respect to the Eligible Loan Assets or Pledged Additional Collateral Assets.

5.16 Compliance with Laws . Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.17 Taxpayer Identification Number . Each Loan Party’s true and correct U.S. taxpayer identification number (or the equivalent thereof, in the case of a Loan Party that is not organized under the laws of the United States, any State thereof or the District of Columbia) is set forth on Schedule 11.02 (or, in the case of a Subsidiary that becomes a Loan Party after the Restatement Effective Date, is set forth in the information provided to the Administrative Agent with respect to such Subsidiary pursuant to Section 6.12 ).

5.18 Intellectual Property; Licenses, Etc. . The Parent and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except in the case of Subsidiaries that are not Loan Parties where the failure to possess same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.19 Solvency . Each Loan Party individually, and together with its Subsidiaries on a consolidated basis, is Solvent.

5.20 Casualty, Etc. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.21 OFAC . No Loan Party, no Subsidiary of any Loan Party nor, to the knowledge of senior management of each Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of any Loan Party acting or benefiting in any capacity in connection with the Loans is (i) currently the subject or target of any Sanctions , (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. No Loan, nor the proceeds from any Loan, has knowingly been used by any Loan Party or any Subsidiary of any Loan Party to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any

Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, the Arranger, the Administrative Agent or the Swing Line Lender) of Sanctions.

5.22 Collateral Documents . The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 7.01 ) on all right, title and interest of the respective Loan Parties in the Collateral described therein, subject to the actions required therein with respect to perfection and priority of such Lien. Except for filings completed on or prior to the Restatement Effective Date and as contemplated hereby and by the Collateral Documents and except for the delivery of effective Control Agreements contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

5.23 Anti-Money Laundering; Anti-Corruption Laws; Sanctions .

(a) No Loan Party or its Subsidiaries, nor, to the knowledge of senior management of each Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of any Loan Party (i) has violated or is in violation of any applicable anti-money laundering law or (ii) has engaged or engages in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in any applicable law, regulation or other binding measure implementing the “Forty Recommendations” and “Nine Special Recommendations” published by the Organisation for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering.

(b) The Loan Parties and their Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977 and, to the extent applicable to the Loan Parties and their Subsidiaries, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

(c) No Loan Party or its Subsidiaries, nor, to the knowledge of senior management of each Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of any Loan Party acting or benefiting in any capacity in connection with the Loans, is an individual or entity that is included on any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nationals Security Counsel, the European Union or any European Union member state, in each case, to the extent such Person is subject to the jurisdiction thereof.

5.24 REIT Status; Stock Exchange Listing . The Parent is currently organized and currently operates in conformity with the requirements for qualification and taxation as a REIT. The shares of common Equity Interests of the Parent are listed on the New York Stock Exchange.

5.25 Eligible Assets. (a) Each Property included in any calculation of Borrowing Base Amount, DSC Amount or the Eligible Assets Interest Coverage Ratio (in each case

including any component definition of any thereof), satisfied, at the time of such calculation, all of the requirements contained in the definition of “Eligible Property Asset.”

(b) Each Loan Asset included in any calculation of Borrowing Base Amount or the Eligible Assets Interest Coverage Ratio (in each case including any component definition of any thereof), satisfied, at the time of such calculation, each of the Loan Asset Eligibility Criteria.

5.26 EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

ARTICLE VI. AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, each Loan Party shall, and shall (except in the case of the covenants set forth in Sections 6.01 , 6.02 , 6.03 , 6.11 , 6.16 and 6.17 ) cause each Subsidiary thereof to:

6.01 Financial Statements, Borrowing Base Certificates and Related Information . Deliver to the Administrative Agent (for distribution to the Lenders), in form and detail reasonably satisfactory to the Administrative Agent:

(a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Parent (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) , a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Majority Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b) as soon as available, but in any event within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent (or, if earlier, five (5) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) , a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes ;

(c) on a monthly basis (and in any case within ten (10) Business Days after the last day of each month), or more frequently if requested by the Administrative Agent upon the occurrence and during the continuance of a Default, a Borrowing Base Certificate;

(d) concurrently with the delivery of the financial statements referred to in Section 6.01(b) and within forty-five (45) days after the last fiscal quarter of each fiscal year of the Parent, an Eligible Loan Assets Report and an Pledged Additional Collateral Assets Report; and

(e) on a monthly basis (and in any event within fifteen (15) Business Days after the last day of each calendar month), such monthly financial or other statements received by any Borrower or Subsidiary Guarantor from the borrower(s) or other obligor(s) under each Eligible Loan Asset and Pledged Additional Collateral Asset (to the extent the borrower(s) or any other obligor(s) on such Eligible Loan Asset or Pledged Additional Collateral Asset is required to (and provides) such financial or other statements to such Borrower or Subsidiary Guarantor) since the prior delivery to the Administrative Agent and Lenders under this clause (e) (or in the case of the first such date to occur under this clause (e) after the Restatement Effective Date, since the Restatement Effective Date) .

As to any information contained in materials furnished pursuant to Section 6.02 (d) , the Borrowers shall not be separately required to furnish such information under subsections (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrowers to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.

6.02 Certificates; Other Information . Deliver to the Administrative Agent (for distribution to the Lenders), in form and detail reasonably satisfactory to the Administrative Agent:

(a) [intentionally omitted];

(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) , (i) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Parent, (ii) a schedule listing all assets and liabilities excluded from the calculation of the Leverage Ratio for the relevant Test Period, (iii) a schedule (x) listing each Borrower’s Subsidiaries and setting forth, with respect to each Subsidiary, the total assets and gross revenues for such Subsidiary as a percentage of the consolidated total assets and consolidated gross revenue, respectively, of the Parent and its Subsidiaries for the applicable period and (y) to the extent the foregoing schedule demonstrates that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors constitute a Significant Subsidiary, identifying each Wholly Owned Unrestricted Subsidiary that will become a Guarantor and a Grantor in accordance with the provisions of Section 6.12 , (iv) a written certification from the Borrowers and the Parent of the market value of all Near Cash Securities as of the date of such financial statements, in substantially the form attached hereto as Exhibit I , setting forth each of the bids obtained from the applicable broker-dealers (by name), each of whom shall be reasonably acceptable to the Administrative Agent, and showing all calculations and supporting materials (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes),

(v) copies of the rent roll for the most recently ended fiscal quarter for each Eligible Property Asset, in form and substance reasonably satisfactory to the Administrative Agent, together with a certification by a Responsible Officer of the Parent that the information contained in such rent roll is true, correct and complete in all material respects and (vi) reasonably detailed calculations, in form and substance reasonably satisfactory to the Administrative Agent, of Net Operating Income of each Eligible Property Asset for the fiscal period covered by such Compliance Certificate;

(c) promptly after any reasonable request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Parent by independent accountants in connection with the accounts or books of the Parent or any Subsidiary, or any audit of any of them;

(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Parent, and copies of all annual, regular, periodic and special reports and registration statements which the Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(e) [intentionally omitted];

(f) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;

(g) as soon as available, the annual tax returns of the Parent filed with the U.S. Internal Revenue Service;

(h) promptly, and in any event, within five (5) Business Days after receipt thereof by a Loan Party, any material amendments, consents or waivers with respect to any Eligible Loan Asset or Pledged Additional Collateral Asset and entered into or delivered on or after the Restatement Effective Date; and

(i) promptly, such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary thereof (including, without limitation, forecasts of consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries), or compliance with the terms of the Loan Documents, or any information with respect to any Eligible Asset or any Pledged Additional Collateral Asset, in each case as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s

website on the Internet at the website address listed on Schedule 11.02 ; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrowers shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions ( i.e. , soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each Loan Party hereby acknowledges that the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of any Loan Party hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or substantially similar electronic transmission system (the “ Platform ”).

6.03 Notices . Notify the Administrative Agent and each Lender promptly following its becoming aware of:

(a) the occurrence of any Default or Event of Default;

(b) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including any Material Adverse Effect that arises by virtue of (i) any breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary thereof; (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary thereof and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary thereof, including pursuant to any applicable Environmental Laws;

(c) the occurrence of any default or event of default under or related to any of the Eligible Loan Assets or Pledged Additional Collateral Assets;

(d) the occurrence of any ERISA Event; and

(e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof .

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of each Borrower setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and propose to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations . (a) Except to the extent the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and

adequate reserves in accordance with GAAP are being maintained by the applicable Loan Party, pay and discharge as the same shall become due and payable, (i) all material Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets; (ii) all lawful claims which, if unpaid, would by law become a Lien not permitted by the provisions of Section 7.01 upon its property; and (iii) all Indebtedness, as and when due and payable, unless the failure to do so could not reasonably be expected to result in an Event of Default; and (b) timely file all material tax returns required to be filed.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 ; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06 [Intentionally Omitted] .

6.07 Maintenance of Insurance . Maintain with financially sound and reputable insurance companies not Affiliates of the Loan Parties, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.

6.08 Compliance with Laws . Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records . (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Loan Party or such Subsidiary, as the case may be.

6.10 Inspection Rights . Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (provided the Borrowers will have the right to be present during any discussions with such accountants), all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided , however , that (a) so long as no Event of Default exists the

Administrative Agent and the Lenders may not exercise the foregoing rights more than two (2) times in any calendar year, and (b) so long as an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance notice.

6.11 Use of Proceeds . Use the proceeds of the Loans only for general corporate purposes not in contravention of any Law or of any Loan Document.

6.12 Additional Loan Parties; Additional Collateral .

(a) In accordance with the terms of this Section 6.12(a) , cause each Wholly Owned Unrestricted Subsidiary to be a Guarantor hereunder and a Grantor under the Security Agreement, other than each Wholly Owned Unrestricted Subsidiary that, when taken together with all other Wholly Owned Unrestricted Subsidiaries that are not Guarantors, is not a Significant Subsidiary. In connection therewith:

(i) promptly and in any event within three (3) Business Days following the date the Loan Parties become aware that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors and Grantors constitute a Significant Subsidiary (and in no event later than three (3) Business Days after the date the Loan Parties deliver a schedule as required by Section 6.02(b) demonstrating that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors and Grantors constitute a Significant Subsidiary), provide (x) the Administrative Agent with the U.S. taxpayer identification number for such Subsidiary and (y) the Administrative Agent and each Lender with all documentation and other information concerning such Subsidiary that the Administrative Agent or such Lender reasonably requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act; and

(ii) promptly and in any event within ten (10) Business Days following the date the Loan Parties become aware that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors and Grantors constitute a Significant Subsidiary (and in no event later than ten (10) Business Days after the date the Loan Parties deliver a schedule as required by Section 6.02(b) demonstrating that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors and Grantors constitute a Significant Subsidiary) (or such longer period as the Administrative Agent shall agree in writing), the Loan Parties shall (a) cause one or more Wholly Owned Unrestricted Subsidiaries that are not already Loan Parties to execute a joinder agreement to the Guaranty and to the Security Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent such that the Wholly Owned Unrestricted Subsidiaries which continue to not be Guarantors and Grantors do not constitute a Significant Subsidiary, (b) deliver to the Administrative Agent the New Guarantor Deliverables with respect to each such Subsidiary and (c) take all actions that the Administrative Agent reasonably deems necessary or desirable to cause the Liens created by the Security Agreement in the assets and property of each such Subsidiary to be first priority, perfected Liens (subject only to Permitted Liens) in accordance with all applicable Laws.

Without limitation of the foregoing, each Borrower further agrees to cause each of its Subsidiaries that owns any Collateral to become, on or before its ownership of such Collateral, (x) a Guarantor by executing a joinder agreement to the Guaranty in form and substance reasonably satisfactory to the Administrative Agent and (y) a Grantor under the Security Agreement by executing a joinder agreement to the Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and to provide to the Administrative Agent the items listed in clauses (i) and (ii)(b) of the prior sentence with respect to such Subsidiary and take any actions required under clause (ii)(c) of the prior sentence with respect to such Subsidiary.

(b) In accordance with this Section 6.12(b) , cause each Subsidiary of SPT Acquisitions Holdco that is or becomes a Direct Owner of an Eligible Property Asset included in the calculation of the Borrowing Base Amount to be a Guarantor hereunder, and cause the Equity Interests in such Subsidiary to be subject to a first priority, perfected Lien (subject only to Permitted Equity Encumbrances) in favor of the Administrative Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement. In connection therewith:

(i) on or prior to the date that such Person becomes a Property Asset Subsidiary Guarantor, provide (x) the Administrative Agent with the U.S. taxpayer identification number for such Subsidiary and (y) the Administrative Agent and each Lender with all documentation and other information concerning such Subsidiary that the Administrative Agent or such Lender reasonably requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act; and

(ii) on or prior to the date that such Person becomes a Property Asset Subsidiary Guarantor (x) cause such Subsidiary to execute a joinder agreement to the Guaranty, in form and substance reasonably satisfactory to the Administrative Agent, (y) deliver to the Administrative Agent the New Guarantor Deliverables with respect to such Subsidiary and (z) take all actions that the Administrative Agent reasonably deems necessary or desirable to cause the Equity Interests in such Property Asset Subsidiary Guarantor to be subject to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement.

(c) With respect to any property acquired after the Restatement Effective Date that is intended to be Collateral subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within ten (10) days after the acquisition thereof) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens, and (ii) take all actions necessary to cause such Lien to be a first priority, perfected Lien in accordance with all applicable Laws, including, without limitation, the delivery of the certificates representing any Equity Interests acquired (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests) and the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent.

The Loan Parties shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties.

(d) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent with respect to any Subsidiary are not satisfactory in all respects to the Administrative Agent, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Loan Asset or Property owned or ground leased by such Subsidiary shall be included as an Eligible Asset unless the Administrative Agent has consented thereto in writing.

6.13 Anti-Corruption Laws . Conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977 and, to the extent applicable to a Loan Party or any Subsidiary thereof, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and maintain policies and procedures designed to promote and achieve compliance with such laws.

6.14 Compliance with Environmental Laws . Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties, in each case except to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.15 Further Assurances . Promptly upon the reasonable request by the Administrative Agent, or any Lender through the Administrative Agent, do, 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, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the full extent permitted by applicable Law, subject any Loan Party’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party is or is to be a party.

6.16 Maintenance of REIT Status; New York Stock Exchange Listing . The Parent will continue its method of operation so as to enable it to meet the requirements for qualification and taxation as a REIT. The Parent will also at all times be listed on the New York Stock Exchange.

6.17 Information Regarding Collateral .

(a) Not effect, with respect to any Grantor, any change (i) in such Grantor’s legal name, (ii) in the location of such Grantor’s chief executive office, (iii) in such Grantor’s identity or organizational structure, (iv) in such Grantor’s federal taxpayer identification number or organizational identification number, if any, or (v) in such Grantor’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not less than thirty (30) days’ prior written notice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to by the Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower agrees to promptly provide the Administrative Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. Notwithstanding the foregoing or anything else to the contrary contained herein or in any other Loan Document, each Loan Party hereby agrees that it will at all times maintain its jurisdiction of organization as Delaware or one of the other States within the United States of America.

(b) With respect to the Eligible Assets and the Pledge Additional Collateral Assets, the Loan Parties shall take all action necessary or required by the Loan Documents or by Law, or requested by the Administrative Agent, to perfect (in the case of Eligible Loan Assets and Pledged Additional Collateral Assets), protect and more fully evidence the ownership by the Loan Parties of the Eligible Assets and Pledged Additional Collateral Assets.

ARTICLE VII. NEGATIVE COVENANTS

So long as any Lender shall have any Commitment or any Revolving Credit Loan or other Obligation hereunder shall remain unpaid or unsatisfied:

7.01 Liens .

(A) No Intermediate Parent shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Permitted Liens.

(B) The Parent shall not, nor shall it permit any of its Subsidiaries (other than the Intermediate Parents and any Subsidiary of an Intermediate Parent) to, directly or indirectly create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than any of the following:

(i) Liens pursuant to any Loan Document;

(ii) Liens, the incurrence or the existence of which, shall not result in a Material Adverse Effect or an Event of Default; and

(iii) Liens securing Indebtedness permitted under Section 7.03(B) .

7.02 Investments .

(A) No Intermediate Parent shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make any Investments, except Eligible Loan Assets, Pledged Additional Collateral Assets, Investments in the Borrowers and Subsidiary Guarantors, and Investments held (or deemed held) by a Borrower in a Collection Account or by any Subsidiary Guarantor in a deposit account or securities account subject to a Control Agreement to the extent required by the Collateral Documents.

(i) Investments held by the Parent or such Subsidiary in the form of Cash Equivalents and Near Cash Securities;

(ii) Investments by the Parent and such Subsidiaries in their respective Subsidiaries;

(iii) Investments, the making of which, in the reasonable opinion of the Parent at the time of the making of (or the commitment to make) such investment, shall not result in a Material Adverse Effect or an Event of Default;

(iv) the Guaranty;

(v) to the extent any Investment constitutes Indebtedness, such Indebtedness is permitted to be incurred pursuant to Section 7.03(B) ; and

(vi) any other Investment, provided , that, taking into account the making of such Investment, the Loan Parties shall be in compliance, on a pro forma basis, with the provisions of Section 7.12 .

7.03 Indebtedness .

(A) No Intermediate Parent shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except Indebtedness under the Loan Documents and, in the case of any Property Asset Subsidiary Guarantor, unsecured trade payables incurred in the ordinary course of business relating to the ownership and operation of Property, so long as such unsecured trade payables are paid within sixty (60) days of the date incurred.

(i) Indebtedness under the Loan Documents;

(ii) Indebtedness outstanding on the Restatement Effective Date; and

(iii) any other Indebtedness (including any refinancings, refundings, renewals or extensions of Indebtedness outstanding on the Restatement Effective Date), provided , that, taking into account the incurrence of such Indebtedness, the Loan Parties shall be in compliance, on a pro forma basis, with the provisions of Section 7.12 .

7.04 Fundamental Changes .

(A) No Intermediate Parent shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom, (i) any Subsidiary of a Borrower may merge, liquidate or dissolve into, or consolidate with (1) such Borrower, provided that such Borrower shall be the continuing or surviving Person or (2) any one or more other Subsidiaries of such Borrower, provided that if any such Person is a Subsidiary Guarantor and is merging with, liquidating into or consolidating with another Subsidiary of such Borrower that is not a Subsidiary Guarantor, such Subsidiary Guarantor shall be the continuing or surviving Person and (ii) any Subsidiary of SPT Acquisitions Holdco that is not a Direct Owner of an Eligible Property Asset may merge, liquidate or dissolve into, or consolidate with (1) SPT Acquisitions Holdco, provided that SPT Acquisitions Holdco shall be the continuing or surviving Person, (2) any one or more other Subsidiaries of SPT Acquisitions Holdco, provided that if any such Person is a Subsidiary Guarantor and is merging with, liquidating into or consolidating with another Subsidiary of SPT Acquisitions Holdco that is not a Subsidiary Guarantor, such Subsidiary Guarantor shall be the continuing or surviving Person and (iii) if the Equity Interests of any Person involved in such merger, liquidation or consolidation are Collateral under the Pledge Agreement, then the Equity Interests of the survivor of such merger or consolidation, or Equity Interests of the Person to whom the other Subsidiary has liquidated into, as applicable, shall be pledged as Collateral under the Pledge Agreement.

(B) The Parent shall not, nor shall it permit any of its Subsidiaries (other than the Intermediate Parents and any Subsidiary of an Intermediate Parent) to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default has occurred and is continuing or would result therefrom:

(i) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation, dissolution, merger or consolidation) to (x) another Subsidiary that is not a Loan Party or (y) to a Loan Party (other than an Intermediate Parent);

(ii) any Subsidiary (other than the Borrowers, the Subsidiary Guarantors and Intermediate Parents) may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided , however , that in each case, immediately after giving effect thereto in the case of any such merger to which any Loan Party is a party, the survivor is, or upon such merger will by operation of law or otherwise be, a Loan Party; and

(iii) any Disposition (including any Disposition of Equity Interests) that is permitted by clause (B)(ii) or (B)(iv) of Section 7.05 is permitted.

7.05 Dispositions .

(A) No Intermediate Parent shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make any Disposition, except (1) pursuant to a Release Transaction as to which the Release Conditions have been satisfied, (2) Dispositions of property by one Borrower to another Borrower, (3) Dispositions of property by any Subsidiary of a Borrower to such Borrower or to another Subsidiary of such Borrower, provided, that (x) if the transferor is a Subsidiary Guarantor, then the transferee must be such Borrower or a Subsidiary Guarantor and (y) if the property subject to such Disposition includes any Collateral, then, after giving effect to such Disposition, such property shall continue to constitute Collateral, (4) Disposition of property by SPT Acquisitions Holdco to the extent not constituting Collateral and (5) Dispositions of property by any Subsidiary of SPT Acquisitions Holdco to another Subsidiary of SPT Acquisitions Holdco, provided, that (x) if the transferor is a Subsidiary Guarantor, then the transferee must be a Subsidiary Guarantor and (y) if the Equity Interests of the transferor constitute Collateral, then the Equity Interests of the transferee must constitute Collateral.

(i) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(ii) Dispositions of property by any Subsidiary (other than the Borrowers) to a Guarantor; provided that if the transferor of such property is a Guarantor, the transferee thereof must be a Guarantor;

(iii) Dispositions permitted by clause (B)(i), (B)(ii) or (B)(iii) of Section 7.04 ; and

(iv) any other Disposition of assets not constituting Collateral, provided , that (x) such Disposition shall not, in the reasonable opinion of the applicable Loan Party at the time of such Disposition (or the commitment to enter into such Disposition), be reasonably expected to result in a Material Adverse Effect, (y) at the time of such Disposition, no Default shall have occurred and be continuing or would result therefrom and (z) taking into account such Disposition, the Loan Parties shall be in compliance, on a pro forma basis, with provisions of Section 7.12 .

7.06 Restricted Payments . No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a) each Loan Asset Subsidiary Guarantor may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) Restricted Payments to a Borrower or any Loan Asset Subsidiary Guarantor;

(b) so long as no Event of Default has occurred and is continuing, (i) each Borrower and each Property Asset Subsidiary Guarantor may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) Restricted Payments to an Intermediate Parent and (ii) each Intermediate Parent may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) Restricted Payments ratably to the holders of such Intermediate Parent’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(c) each Subsidiary that is not a Loan Party may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) Restricted Payments ratably to the holders of such Subsidiary’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(d) the Parent and each Subsidiary thereof may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(e) so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom, the Parent and each Subsidiary thereof may purchase, redeem and/or otherwise acquire (and incur any obligation (contingent or otherwise) to purchase, redeem and/or otherwise acquire) Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;

(f) the Parent shall be permitted to declare and/or pay (and incur any obligation (contingent or otherwise) to declare and/or pay) dividends on its Equity Interests or declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) distributions with respect thereto in an amount for any fiscal year of the Parent equal to such amount as is necessary for the Parent to maintain its status as a REIT; and

(g) the Parent and each Subsidiary may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) any other Restricted Payment of any asset not constituting Collateral, provided , that such Restricted Payment may only be made if (i) at the time of such Restricted Payment, no Default shall have occurred and be continuing or result therefrom and (ii) taking into account such Restricted Payment, the Loan Parties shall be in compliance, on a pro forma basis, with the provisions of Section 7.12 .

7.07 Change in Nature of Business . No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, engage in any line of business which is not permitted to be engaged in by real estate investment trusts or taxable REIT subsidiaries thereof.

7.08 Transactions with Affiliates . No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of the Parent, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Loan Party or such Subsidiary as would be obtainable by such Loan Party or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate , provided that the foregoing restriction shall not apply to (i) transactions between or among the Loan Parties not prohibited hereunder, (ii) Investments and Restricted Payments not prohibited hereunder and (iii) transactions identified on Schedule 7.08 .

7.09 Burdensome Agreements . No Loan Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation that limits the ability of (a) any Intermediate Parent or any Subsidiary of any Intermediate Parent to Guarantee the Obligations, (b) any Loan Party or any Subsidiary thereof to create, incur, assume or suffer to exist Liens or negative pledges on any Eligible Asset or on the Equity Interests of any Direct Owner of any Eligible Property Asset, or any income from or proceeds of any of the foregoing, in each case other than this Agreement or (c) any Loan Party to create, incur, assume or suffer to exist Liens on the Collateral under the Collateral Documents to secure the Obligations, except to the extent an effective consent or notice has been given or obtained with respect to such Contractual Obligation that waives or eliminates such limitation.

7.10 Use of Proceeds . The Borrowers shall not (a) use the proceeds of the Loans, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose or (b) use the proceeds of the portion of the Loans made by Bank of America, whether directly or indirectly, and whether immediately, incidentally or ultimately, to (i) purchase any commercial real estate loan or other investment from any Affiliate (other than a Subsidiary) of Bank of America (including Merrill, Lynch, Pierce, Fenner & Smith Incorporated) or (ii) pay any fee to any Affiliate (other than a Subsidiary) of Bank of America (including Merrill, Lynch, Pierce, Fenner & Smith Incorporated) for services rendered in connection with, or otherwise relating to, the acquisition of any commercial real estate loan or other investment by any Loan Party or Subsidiary thereof.

7.11 Amendments, Waivers and Terminations of Certain Agreements . No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, amend or otherwise change, cancel, terminate or waive in any respect

(i) the terms of any Contractual Obligation of a Loan Party or a Subsidiary thereof except to the extent that same could not reasonably be expected to have a Material Adverse Effect,

(ii) the terms of any Organization Document of any Loan Party or any Subsidiary thereof other than amendments and modifications that could not reasonably be

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expected to have a material and adverse effect on (A) the value of any Collateral, (B) the ability of the Administrative Agent to foreclose upon or otherwise exercise its rights as a secured creditor with respect to any Collateral or (C) the ability of any Loan Party to perform its obligations under the Loan Documents, and are not otherwise adverse in any material respect to the Administrative Agent or the Lenders, or

(iii) the terms or provisions of any agreement constituting or related to any Eligible Loan Asset or any Pledged Additional Collateral Asset, other than amendments and modifications that could not reasonably be expected to have a material adverse effect on the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party and are not adverse in any material respect to the Administrative Agent or the Lenders.

7.12 Financial Covenants . The Loan Parties shall not:

(a) Minimum Liquidity . At any time permit (i) Cash Liquidity to be less than $*** or (ii) the sum of Cash Liquidity and Near Cash Liquidity to be less than $***.

(b) Fixed Charge Coverage Ratio . Permit the Fixed Charge Coverage Ratio for any Test Period to be less than 1.50:1.00.

(c) Leverage Ratio . Permit the Leverage Ratio for any Test Period to be greater than 0.75:1.00, in each case adjusted to remove the impact of consolidating any variable interest entities under the requirements of Accounting Standards Codification (“ ASC ”) Section 810 and/or transfers of financial assets accounted for as secured borrowings under ASC 860, as both ASC sections are amended, modified or supplemented from time to time.

(d) Tangible Net Worth . Permit Tangible Net Worth at any time to be less than the sum of (i) $3,147,613,000, plus (ii) 75% of Net Cash Proceeds received by the Parent from issuances or sales of its Equity Interests (other than Equity Interests constituting Convertible Debt Securities) occurring after September 30, 2017 plus (iii) 75% of any increase in capital or shareholders’ equity (or like capital) on the balance sheet of the Parent, determined in accordance with GAAP, that would result from the settlement, conversion or repayment of any Convertible Debt Securities (assuming that no other transaction would offset the amount of such increase) after September 30, 2017.

(e) Eligible Assets Interest Coverage Ratio . Permit the Eligible Assets Interest Coverage Ratio for any Test Period to be less than 1.25:1.00.

7.13 Accounting or Tax Changes . No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, (i) make any change in accounting policies or reporting practices of the Parent or any of its Subsidiaries that are permitted by but not required under, GAAP, in each case without providing prompt written notice of such change to the Administrative Agent or (ii) make any change in fiscal year except with the written consent of the Administrative Agent.

7.14 Permitted Activities of Intermediate Parents . No Intermediate Parent shall at any time (a) create, incur or suffer to exist any Indebtedness or other material liabilities, other

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than Indebtedness and other obligations under the Loan Documents to which it is a party, (b) create, incur or suffer to exist any Lien upon any of its property, assets or revenues, other than Permitted Equity Encumbrances, (c) own any material assets, other than Equity Interests of a Borrower or, in the case of SPT Acquisitions Holdco, any Subsidiary or (d) engage in any business or activity other than (i) the ownership of Equity Interests of a Borrower, (ii) maintaining its existence and (iii) activities incidental to the businesses or activities described in clauses (i) and (ii) of this clause (d).

7.15 Sanctions .

(a) No Loan Party shall engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated in any applicable law, regulation or other binding measure by the Organisation for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering.

(b) No Loan Party shall knowingly use the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any Person to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject or target of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, Swing Line Lender, or otherwise) of Sanctions.

7.16 Anti-Corruption Laws . No Loan Party nor any Subsidiary thereof shall use the proceeds of any Loan for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, or to the extent applicable, the UK Bribery Act 2010 or other similar anti-corruption legislation in other jurisdictions.

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default . Any of the following shall constitute an Event of Default:

(a) Non-Payment . Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of the Revolving Credit Loans, or (ii) within three (3) Business Days after the same becomes due, any interest on the Revolving Credit Loans, or any fee due hereunder, or (iii) within five (5) Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants . Any Borrower or any Loan Party, as applicable, fails to perform or observe any term, covenant or agreement contained in any of Section 2.05 , 6.01 , 6.02 , 6.03 , 6.05 , 6.10 , 6.11 , 6.12 , 6.13 , 6.16 , 6.17 or Article VII , or any Grantor fails to perform or observe any term, covenant or agreement contained in the applicable Collateral Document; or

(c) Other Defaults . Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days; or

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(d) Representations and Warranties . Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (except to the extent that any such representation or warranty is already by its terms qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects as of such date after giving effect to such qualification) when made or deemed made (or with respect to any representation or warranty that is expressly stated to have been made as of a specific date, as of such specific date); or

(e) Cross-Default . (i) Any Loan Party or any Significant Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded, or (ii) there occurs under any Swap Contract an “Early Termination Date” (as defined in such Swap Contract, or any similar term defined therein) resulting from any event of default under such Swap Contract as to which a Loan Party is the “Defaulting Party” (as defined in such Swap Contract, or any similar term defined therein); provided , that (x) subsection (e)(i) shall not apply to any redemption, repurchase, conversion or settlement with respect to any Convertible Debt Security pursuant to its terms unless such redemption, repurchase, conversion or settlement results from a default thereunder or an event that would otherwise constitute an Event of Default and (y) a default, event, occurrence or condition described in this subsection (e) shall not at any time constitute an Event of Default unless, at such time, the aggregate outstanding amount of Indebtedness that is subject to defaults, events, occurrences or conditions of the type described in clause (i) above (after giving effect to clause (x) of this proviso), together with the Swap Termination Value of all Swap Contracts that are subject to defaults, events, occurrences or conditions of the type described in clause (ii) above, exceeds in the aggregate the applicable Threshold Amount; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any Significant Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material

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part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment . (i) Any Loan Party or any Significant Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

(h) Judgments . There is entered (i) one or more final judgments or orders for the payment of money against one or more Loan Parties or Significant Subsidiaries thereof in an aggregate amount (with respect to all such judgments and orders) exceeding the applicable Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten ( 10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA . (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of one or more Loan Parties or Subsidiaries thereof to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount (with respect to all such ERISA Events) in excess of $25,000,000, or (ii) one or more Loan Parties or ERISA Affiliates shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount (with respect to all such failures) in excess of $25,000,000; or

(j) Invalidity of Loan Documents . Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

(k) Change of Control . There occurs any Change of Control; or

(l) Collateral Documents . Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section 7.01 ) on the Collateral purported to be covered thereby except to the extent any such perfection or priority is not required thereby; or

(m) REIT Status . The Parent shall, for any reason, lose or fail to maintain its status as a REIT .

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8.02 Remedies Upon Event of Default . If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Majority Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligations shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; and

(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;

provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, without further act of the Administrative Agent or any Lender.

8.03 Application of Funds . After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02 ), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.13 , be applied by the Administrative Agent in the following order:

First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III ) payable to the Administrative Agent in its capacity as such;

Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III ), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third , to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

Last , the balance, if any, after all of the Obligations have been paid in full, to the Borrowers or as otherwise required by Law.

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ARTICLE IX. ADMINISTRATIVE AGENT

9.01 Appointment and Authority . Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents 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 or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and, except as expressly provided in Section 9.06 , neither the Borrowers 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.

9.02 Rights as a Lender . The Person 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 the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Parent or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03 Exculpatory Provisions . The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents , and its duties hereunder shall be administrative in nature . Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders or Majority Lenders, as applicable (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), 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 Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law ; and

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(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the 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 (i) with the consent or at the request of the Required Lenders or Majority Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02 ) or (ii) in the absence of its own gross negligence, willful misconduct or breach in bad faith as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrowers or a Lender.

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 or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document 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.

9.04 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 (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated 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 have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of any Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for any 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.

9.05 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document 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 of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article

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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. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

9.06 Resignation of Administrative Agent .

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, with the prior approval of the Borrowers (such approval not to be unreasonably withheld or delayed, and which approval shall not be required following the occurrence and during the continuance of an Event of Default), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, with the prior approval of the Borrowers (such approval not to be unreasonably withheld or delayed, and which approval shall not be required following the occurrence and during the continuance of an Event of Default), appoint a successor. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Majority Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as

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provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed 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 the retiring or removed Administrative Agent was acting as Administrative Agent.

(d) Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Swing Line Lender. If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.16(c) . Upon the appointment by the Borrowers of a successor Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender and (b) the retiring Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents.

9.07 Non-Reliance on Administrative Agent and Other Lenders . Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information 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 other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arranger, the Syndication Agent or the Documentation Agents listed on the cover page hereof shall 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 or a Lender .

9.09 Administrative Agent May File Proofs of Claim; Credit Bidding . In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and

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irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise :

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.07 and 11.04 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.07 and 11.04 .

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Majority Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States (Title 11, United States Code) including under Sections 363, 1123 or 1129 thereof, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the

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Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Majority Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Majority Lenders contained in clauses (a) through (h) of Section 11.01 of this Agreement, (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

9.10 Collateral and Guaranty Matters . Without limiting the provisions of Section 9.09 , the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of all Commitments and the payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold, transferred or otherwise disposed of or to be sold, transferred or otherwise disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder to a Person that is not obligated to grant a Lien on such property in favor of the Administrative Agent for the benefit of the Secured Parties, (iii) if required under Section 11.23 or (iv) subject to Section 11.01 , if approved, authorized or ratified in writing by the Majority Lenders; and

(b) to release any Subsidiary of a Borrower or SPT Acquisitions Holdco that is a Guarantor from its obligations under this Agreement or the Guaranty, as applicable, if (i) such Person ceases to be a Subsidiary of such Borrower or SPT Acquisitions Holdco as a result of a transaction permitted hereunder or (ii) required under Section 11.23 .

Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10 .

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

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9.11 ERISA . (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, for the benefit of, the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of either of the Borrowers or any other Loan Party, that at least one of the following is and will be true:

(i) Such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments,

(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 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 Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, 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 Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in 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 Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of either of the Borrowers or any other Loan Party, that:

(i) none of the Administrative Agent, the Sole Bookrunner, the Sole Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the

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Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v) no fee or other compensation is being paid directly to the Administrative Agent, the Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.

The Administrative Agent and the Arranger hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, or the Commitments for an amount less than the amount being paid for an interest in the Loans, or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE X. CONTINUING GUARANTY

10.01 Guaranty . Each Guarantor hereby absolutely and unconditionally guarantees, jointly and severally, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon

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acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of each Borrower to the Secured Parties, and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations absent demonstrable error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Anything contained in this Guaranty to the contrary notwithstanding, it is the intention of each Guarantor and the Secured Parties that the obligations of each Guarantor (other than the Parent) hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States (Title 11, United States Code) or any comparable provisions of any similar federal or state law. To that end, but only in the event and to the extent that after giving effect to Section 10.11 , such Guarantor’s obligations with respect to the Obligations or any payment made pursuant to such Obligations would, but for the operation of the first sentence of this paragraph, be subject to avoidance or recovery in any such proceeding under applicable Debtor Relief Laws after giving effect to Section 10.11 , the amount of such Guarantor’s obligations with respect to the Obligations shall be limited to the largest amount which, after giving effect thereto, would not, under applicable Debtor Relief Laws, render such Guarantor’s obligations with respect to the Obligations unenforceable or avoidable or otherwise subject to recovery under applicable Debtor Relief Laws. To the extent any payment actually made pursuant to the Obligations exceeds the limitation of the first sentence of this paragraph and is otherwise subject to avoidance and recovery in any such proceeding under applicable Debtor Relief Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation, and the Obligations as limited by the first sentence of this paragraph shall in all events remain in full force and effect and be fully enforceable against such Guarantor. The first sentence of this paragraph is intended solely to preserve the rights of the Secured Parties hereunder against such Guarantor in such proceeding to the maximum extent permitted by applicable Debtor Relief Laws and neither such Guarantor, any Borrower, any other Guarantor nor any other Person shall have any right or claim under such sentence that would not otherwise be available under applicable Debtor Relief Laws in such proceeding.

10.02 Rights of Lenders . Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or

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otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

10.03 Certain Waivers . Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party, but excluding satisfaction thereof by way of payment) of the liability of any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

10.04 Obligations Independent . The obligations of each Guarantor hereunder are those of a primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not any Borrower or any other Person or entity is joined as a party.

10.05 Subrogation . Each Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all Commitments have been terminated and all of the Obligations and any amounts payable under this Guaranty (in each case, other than contingent indemnification and expense reimbursement obligations to the extent no claim has been asserted therefor) have been paid in full. If any amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Obligations, whether matured or unmatured.

10.06 Termination; Reinstatement . This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until all Commitments are terminated and all Obligations and any other amounts payable under this Guaranty (in each case, other than contingent indemnification and expense reimbursement obligations to the extent no claim has been asserted therefor) have been paid in full in cash. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived,

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as the case may be, if any payment by or on behalf of any Borrower or any other Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty.

10.07 Subordination . Each Guarantor hereby subordinates the payment of all obligations and indebtedness of each Borrower owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of any Borrower to such Guarantor as subrogee of the Secured Parties or resulting from such Guarantor’s performance under this Guaranty, to the payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness of a Borrower to such Guarantor shall be enforced and performance received by such Guarantor as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Obligations, but without reducing or affecting in any manner the liability of any Guarantor under this Guaranty.

10.08 Stay of Acceleration . If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against any Guarantor or any Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by a Guarantor immediately upon demand by the Secured Parties.

10.09 Condition of the Borrowers . Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from each Borrower and any other guarantor such information concerning the financial condition, business and operations of such Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of any Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

10.10 Limitations on Enforcement . If, in any action to enforce this Guaranty or any proceeding to allow or adjudicate a claim under this Guaranty, a court of competent jurisdiction determines that enforcement of this Guaranty against any Guarantor for the full amount of the Obligations is not lawful under, or would be subject to avoidance under, Section 548 of the Bankruptcy Code or any applicable provision of comparable state law, the liability of such Guarantor under this Guaranty shall be limited to the maximum amount lawful and not subject to avoidance under such law.

10.11 Contribution . At any time a payment in respect of the Obligations is made under this Guaranty, the right of contribution of each Guarantor (other than the Parent) against each other Guarantor (other than the Parent) shall be determined as provided in the immediately

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following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “ Relevant Payment ”) is made on the Obligations under this Guaranty. At any time that a Relevant Payment is made by a Guarantor (other than the Parent) that results in the aggregate payments made by such Guarantor in respect of the Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors (other than the Parent) in respect of the Obligations to and including the date of the Relevant Payment (such excess, the “ Aggregate Excess Amount ”), each such Guarantor shall have a right of contribution against each other Guarantor (other than the Parent) who either has not made any payments or has made payments in respect of the Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Guarantors (other than the Parent) in respect of the Obligations (the aggregate amount of such deficit, the “ Aggregate Deficit Amount ”) in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Guarantor and the denominator of which is the Aggregate Excess Amount of all Guarantors (other than the Parent) multiplied by (y) the Aggregate Deficit Amount of such other Guarantor. A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment at the time of each computation; provided , that no Guarantor may take any action to enforce such right until all of the Obligations and any amounts payable under this Guaranty (other than, in each case, contingent indemnification and expense reimbursement obligations to the extent no claim has been asserted therefor) have been paid in full in cash and all Commitments are terminated, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of contribution arising pursuant to this Section 10.11 against any other Guarantor shall be expressly junior and subordinate to such other Guarantor’s obligations and liabilities in respect of the Obligations and any other obligations owing under this Guaranty. As used in this Section 10.11 , (i) each Guarantor’s “ Contribution Percentage ” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all Guarantors; (ii) the “ Adjusted Net Worth ” of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “ Net Worth ” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Obligations arising under this Guaranty) on such date. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 10.11 , each Guarantor who makes any payment in respect of the Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until all of the Obligations (other than, in each case, contingent indemnification and expense reimbursement obligations to the extent no claim has been asserted therefor) have been paid in full in cash and all Commitments are terminated. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Majority Lenders.

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ARTICLE XI. MISCELLANEOUS

11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Majority Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that notwithstanding the foregoing provisions of this Section 11.01 , no such amendment, waiver or consent shall:

(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02 ) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii) of the second proviso to this Section 11.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided , however , that only the consent of the Majority Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;

(e) change any provision of this Section or the definition of “Majority Lenders,” “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(f) change any of the terms or provisions in any Loan Document requiring pro rata payments, distributions, commitment reductions or sharing of payments without the consent of each Lender; provided , that with the consent of the Majority Lenders, such terms and provisions may be amended on customary terms in connection with an “amend and extend” transaction, but only if all Lenders that consent to such “amend and extend” transaction are treated on a pro rata basis;

(g) release (i) any Borrower from its obligations under this Agreement or any other Loan Document, (ii) release the Parent or any Intermediate Parent from its obligations under the Guaranty or (iii) all or substantially all of the value of the Guaranty, in each case without the written consent of each Lender, except as expressly provided in the Loan Documents; or

(h) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

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and, provided further , that (i) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) any fee letter between any of the Loan Parties, on the one hand, and the Administrative Agent and/or the Arranger, on the other hand, may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding any provision herein to the contrary the Administrative Agent, with the consent of the Borrowers, may:

(i) amend, modify or supplement any Loan Document without the consent of any Lender in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document so long as such amendment, modification or supplement does not impose additional obligations on any Lender, provided that the Administrative Agent shall promptly give the Lenders notice of any such amendment, modification or supplement; and

(ii) amend, supplement or enter into additional Loan Document to add collateral or perfect its Lien on any Collateral without the consent of any Lender.

11.02 Notices; Effectiveness; Electronic Communication .

(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (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 facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to a Loan Party, the Administrative Agent or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02 ; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as

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appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to any Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications 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 and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e‑mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender or the Borrowers may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by them, 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), 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.

(c) The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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 BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to any Loan Party, any Lender or any other Person for losses, claims, damages, liabilities or expenses of

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any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet; provided , however , that in no event shall any Agent Party have any liability to any Loan Party, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc . Each of the Borrowers, the Administrative Agent and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrowers, the Administrative Agent and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e) Reliance by Administrative Agent and Lenders . The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of a Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Each Borrower shall, jointly and severally, indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party and believed by such Person in good faith to be genuine. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03 No Waiver; Cumulative Remedies; Enforcement . No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document 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, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the

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Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.11 ), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided , further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Majority Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.11 , any Lender may, with the consent of the Majority Lenders, enforce any rights and remedies available to it and as authorized by the Majority Lenders.

11.04 Expenses; Indemnity; Damage Waiver .

(a) Costs and Expenses . Each Borrower shall, jointly and severally, pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable invoiced fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided , that the Borrowers shall not be obliged to reimburse the fees, charges and disbursements of more than one law firm for the Administrative Agent and all Lenders in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents, and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable invoiced fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) Indemnification by the Borrowers . Subject to and without duplication of the foregoing subsection (a), each Borrower hereby, jointly and severally, indemnifies the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and holds each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable invoiced fees, charges and disbursements of any counsel for any Indemnitee) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) the Loans or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by any Loan Party or any of its Subsidiaries, or any Environmental

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Liability related in any way to any Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE ; provided that 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 nonappealable judgment to have resulted from the gross negligence, willful misconduct or breach in bad faith of such Indemnitee ’s obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction ; and provided , further that any indemnity with respect to Taxes shall be governed solely by Section 3.01 . Notwithstanding the foregoing, the Borrowers shall not be liable for any losses, claims, damages, liabilities or related expenses incurred by or asserted against an Indemnitee as a direct result of the settlement by such Indemnitee of any such loss, claim, damage, liability or expense that would otherwise be indemnified hereunder, except for settlements entered into with the Borrowers’ consent (which may not be unreasonably withheld or delayed).

(c) Reimbursement by Lenders . To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arranger, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arranger, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided , further 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 (or any such sub-agent), the Arranger or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Arranger or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(d) .

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, 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, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by

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unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee 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 other than for direct or actual damages resulting from the gross negligence or willful misconduct of, or breach in bad faith by, such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments . All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.

(f) Survival . The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05 Payments Set Aside . To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06 Successors and Assigns .

(a) Successors and Assigns Generally . 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, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section; (ii) by way of participation in accordance with the provisions of subsection (d) of this Section; or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). 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, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Revolving Credit Loans (including for purposes of this subsection (b), participations in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Revolving Credit Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Revolving Credit Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Revolving Credit 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Qualified Purchaser/Qualified Institutional Buyer . The assignee on the date it becomes a Lender hereunder shall certify in the applicable Assignment and Assumption that it is, or meets the criteria for being, both a “qualified purchaser” (within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder) and a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act of 1933, as amended). Any failure to include such a certification in an Assignment and Assumption shall render such Assignment and Assumption void ab initio and of no force or effect for any purpose.

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrowers shall be deemed to have consented to any such assignment unless it

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shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender; and

(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons . No such assignment shall be made (A) to the Parent or any of the Parent’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person).

(vi) Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of the Revolving Credit Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of the Revolving Credit Loans and participations in Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(vii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations

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under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (vii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans .

Subject to compliance with the foregoing provisions of this subsection (b) and acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement 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 3.01 , 3.04 , 3.05 , and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment ; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender . Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 and, in any event subject to the requirements set forth in subsection (d) , of this Section (and, if such requirements are not met, shall be void ab initio ).

(c) Register . The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interest on) the Revolving Credit Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent demonstrable error and the Borrowers, the Administrative Agent 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. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person which is, and which certifies in writing to such Lender that it is, both a “qualified purchaser” (within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder) and a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act of 1933, as amended) (but excluding a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person, a Defaulting Lender or a Borrower or any Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Revolving Credit Loans (including such Lender’s participations in Swing Line Loans) owing to it); provided that (i) such Lender’s obligations

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under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall include a certification by the participant that it is, or meets the criteria for being, both a “qualified purchaser” (within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder) and a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act of 1933, as amended), and 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 (subject to the requirements and limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) 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 Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 , with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender.

Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall retain a copy of each Participant’s certification (each such certification, a “ Participant Certification ”) as to its status as a “qualified purchaser” and “qualified institutional buyer” described above, and shall maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each participant’s interest in the Revolving Credit Loans or other obligations under this Agreement (the “ Participant Register ”); provided that other than its obligation to provide certifications with respect to or copies of any Participant Certifications to the Borrowers pursuant to a request made by Borrowers in accordance with this paragraph, 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 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 or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries

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in the Participant Register shall be conclusive, absent demonstrable 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. Upon the written request of the Borrowers, each Lender that has sold a participation shall certify to the Borrowers that it has received and retains a copy of each of its Participants’ Participant Certifications, and shall upon the further request of the Borrowers provide a copy thereof to the Borrowers, provided that the Borrowers may only so request copies of the Participant Certifications to the extent that they reasonably and in good faith believe that receipt of a copy of the Participant Certification(s) retained by a Lender is necessary in order for Borrowers to confirm they are exempt from registration under the Investment Company Act of 1940, as amended, by virtue of the provisions of Section 3(c)(7) thereof. Borrowers hereby agree to maintain the confidentiality of all information furnished to them pursuant to this paragraph, except that same may be disclosed (a) to the Parent and to its and the Parent’s respective directors, officers, employees, accountants and advisors (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), (b) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (c) to any Governmental Authority or (d) with the written consent of the Lender that disclosed the information to them. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register .

(e) Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation and the participating Lender would have been entitled to receive such greater payment.

(f) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment, or grant of a security interest, to secure obligations to a Federal Reserve Bank or any other central bank; provided that no such pledge or assignment or grant shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee or grantee for such Lender as a party hereto.

(g) Transfers to Non-Qualified Purchasers/Qualified Institutional Buyers . Notwithstanding anything herein to the contrary, in no event may any Revolving Credit Loan or any interest therein be assigned to or otherwise acquired by (whether by assignment or participation or through a swap or other derivative transaction) any Person which is not both a “qualified purchaser” (within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder) and a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act of 1933, as amended). Any assignment or acquisition not in compliance with the foregoing sentence shall be void ab initio and of no force or effect, and shall not be effective to transfer any interest whatsoever herein.

(h) Certain Transactions . Notwithstanding anything herein to the contrary, no Lender will incur any indebtedness that it believes would subject any Borrower (or any part of any

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Borrower) to the “taxable mortgage pool” provisions under Code Section 7701(i) under the anti-avoidance rules of Treasury Regulation Section 301.7701(i)-1(g).

(i) Resignation as Swing Line Lender after Assignment . Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Revolving Credit Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty ( 30) days’ notice to the Borrowers and the Lenders, resign as Swing Line Lender. In the event of any such resignation as Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided , however , that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as Swing Line Lender. If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Revolving Credit Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.16(c) . Upon the appointment of a successor Swing Line Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender.

11.07 Treatment of Certain Information; Confidentiality . Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, 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 or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the one or more Loan Parties and their obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating one or more of the Loan Parties or the credit facility provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrowers or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement customarily included in league table measurements to market data collectors and similar service providers to the lending industry. For purposes of this Section, “ Information ” means all information received from the Parent, any Borrower or any

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Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Parent or any Subsidiary thereof, provided that, in the case of information received from the Parent or any Subsidiary thereof after the Original Closing Date, such information is clearly identified at the time of delivery as confidential. 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.

Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Parent or a Subsidiary thereof, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

11.08 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, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; 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 2.13 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. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrowers 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.

11.09 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining

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whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10 Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, 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 that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

11.11 Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of making any Loan, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

11.12 Severability . If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13 Replacement of Lenders . If any Lender requests compensation under Section 3.04 , or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , if any Lender is

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a Defaulting Lender, or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto , then the Borrowers may, at their sole expense and effort, upon notice 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, and consents required by, Section 11.06 ), all of its interests, rights ( other than its existing rights to payments pursuant to Sections 3.01 and 3.04 ) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that :

(a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b) ;

(b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Revolving Credit Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee and any amounts payable by the Borrowers pursuant to Section 3.01 , 3.04 or 3.05 from the Borrowers (it being understood that the Assignment and Assumption relating to such assignment shall provide that any interest and fees that accrued prior to the effective date of the assignment shall be for the account of the replaced Lender and such amounts that accrue on and after the effective date of the assignment shall be for the account of the replacement Lender);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each Lender agrees that, if the Borrowers elect to replace such Lender in accordance with this Section 11.13 , it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Note (if a Note has been issued in respect of such Lender’s Revolving Credit Loans) subject to such Assignment and Assumption; provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register.

11.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

(b) SUBMISSION TO JURISDICTION . EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW

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OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK , AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION 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. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE . EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT 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 APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15 Waiver of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY 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 ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF

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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 AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party 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 Arranger and the Lenders are arm’s-length commercial transactions between such Loan Party and its Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party 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) each of the Administrative Agent, the Arranger and each Lender 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 any Loan Party or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arranger or any Lender has no obligation to any Loan Party 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 Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and none of the Administrative Agent, the Arranger or any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. Each of the Borrowers and the other Loan Parties hereby agrees that it will not claim that any of the Administrative Agent , the Arranger, any Lender or any of their respective Affiliates has rendered advisory services of any nature or respect or owes any fiduciary duty to it (including your stockholders, employees or creditors) in connection with any aspect of any transaction contemplated hereby.

11.17 Electronic Execution of Assignments and Certain Other Documents . The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures

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in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

11.18 USA PATRIOT Act . Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Act. Each Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

11.19 Joint and Several Liability; Recourse Nature of Obligations . Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations, and each of the Obligations shall be secured by all of the Collateral. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans extended to any Borrower or requested by any Borrower shall be deemed to be Loans extended for each of the Borrowers, and each Borrower hereby authorizes each other Borrower to effectuate Loans on its behalf. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the Administrative Agent and the Lenders shall be entitled to rely upon any request, notice or other communication received by them from the Parent on behalf of all Borrowers, and shall be entitled to treat their giving of any notice hereunder to the Parent in accordance with the provisions of this Agreement as notice to each and all Borrowers.

Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.19 shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all of the Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any

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Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any collateral.

Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.19 or the performance of such Borrower’s obligations thereunder including, without limitation, any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any of the Obligations, in each case until all of the Obligations have been paid in full and this Agreement is terminated.

For the avoidance of doubt, all Obligations of the Loan Parties are full recourse to the Loan Parties and their respective assets, regardless of whether those assets constitute Collateral.

11.20 ENTIRE AGREEMENT . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

11.21 Amendment and Restatement; Continuing Obligations; Affirmation of Security Agreement and Pledge Agreement .

(a) As of the Restatement Effective Date, the “Lenders” under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Commitments as set forth on Schedule 2.01 hereto. On the Restatement Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations of the Borrowers under the Existing Credit Agreement as in effect prior to the Restatement Effective Date and (ii) such obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Without limiting the generality of the foregoing, (i) all “Revolving Credit Loans” outstanding under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Revolving Credit Loans hereunder, (ii) all other obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be obligations under this Agreement and (iii) all references to the “Credit Agreement” contained in any Loan Document shall be deemed to refer to this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement.

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(b) On the Restatement Effective Date, the Original Notes, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Credit Note hereunder, amended and restated by the Revolving Credit Note delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrowers for cancellation the Original Note held by it). Each Lender, whether or not requesting a Revolving Credit Note hereunder, shall use its commercially reasonable efforts to deliver the Original Notes held by it to the Borrowers for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Notes as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by the Lender holding such Original Note, be evidenced by the Revolving Credit Note delivered hereunder and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Loan Parties from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against any Loan Party arising out of such Lender’s failure to deliver the Original Notes held by it to the Borrowers for cancellation, subject to the condition that the Borrowers shall not make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such payment.

(c) Each Loan Party party to the Security Agreement hereby (i) affirms its obligations under the Security Agreement, (ii) confirms its grant of a security interest in and the Lien on the Collateral of such Loan Party contained in the Security Agreement and (ii) acknowledges and agrees that the Liens granted by such Loan Party to the Administrative Agent, for the benefit of the Secured Parties, in the Security Agreement are and remain valid and perfected Liens in the Collateral of such Loan Party securing the payment and performance of all of the Obligations. Each Loan Party party to the Pledge Agreement hereby (i) affirms its obligations under the Pledge Agreement, (ii) confirms its grant of a security interest in and the Lien on the Collateral of such Loan Party contained in the Pledge Agreement and (iii) acknowledges and agrees that the Liens granted by such Loan Party to the Administrative Agent, for the benefit of the Secured Parties, in the Pledge Agreement are and remain valid and perfected Liens in the Collateral of such Loan Party securing the payment and performance of all of the Obligations.

11.22 Pledges of Additional Collateral Assets .

(a) Pledge of Additional Collateral Assets as Collateral . If and to the extent that the Loan Parties wish to eliminate all or any portion of a Borrowing Base Shortfall, the Borrowers and the Loan Asset Subsidiary Guarantors shall be entitled to cause the Collateral pledged by them under the Security Agreement to include a first priority perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties in one or more Additional Collateral Assets that constitute Pledged Additional Collateral Assets.

(b) Removal by Administrative Agent of Additional Collateral Assets as Collateral . The Administrative Agent shall have the right, in its reasonable commercial discretion, to revoke its prior approval of any commercial real estate mezzanine loan or other debt investment as an Additional Collateral Asset if any event or circumstance occurs in respect of such commercial real estate mezzanine loan or other debt investment (or the obligor(s) thereon), in each case

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following the Administrative Agent’s approval of loan or investment as an Additional Collateral Asset, that the Administrative Agent reasonably determines to be materially adverse to such commercial real estate mezzanine loan or other debt investment (any such commercial real estate mezzanine loan or other debt investment being referred to herein as a “ Non-Qualifying Additional Collateral Asset ”). The Administrative Agent shall promptly provide the Borrowers with notice of any such revocation, whereupon such commercial real estate mezzanine loan or other debt investment shall no longer constitute a Pledged Additional Collateral Asset for purposes of calculating the Borrowing Base Shortfall Amount.

For the avoidance of doubt, (i) the Borrowing Base Amount will be adjusted upon any such revocation, (ii) if and to the extent that after giving effect to such revocation the Total Outstandings exceed the Borrowing Base Amount at such time, the Borrowers will prepay Loans in accordance with Section 2.03(b) and (iii) the Administrative Agent shall not be required to release its security interest in any Non-Qualifying Additional Collateral Asset that constitutes Collateral until such time as it shall have received a Borrowing Base Certificate demonstrating that, after giving effect to the adjustment of the Borrowing Base Amount required upon such revocation, the Total Outstandings do not exceed the Borrowing Base Amount.

11.23 Removal of Eligible Assets at Request of Loan Parties; Release of Collateral or Property Asset Subsidiary Guarantors at Request of Loan Parties .

(a) Upon satisfaction of each of the Release Conditions with respect to any proposed Release Transaction, the release contemplated by such Release Transaction shall be effective automatically and without further action of any Person and:

(i) if the proposed Release Transaction involves release of a Property Asset Subsidiary Guarantor from its obligations under the Guaranty, the Administrative Agent shall, at the sole expense of the Borrowers, execute and deliver such documents as the Loan Parties may reasonably request as necessary or desirable to evidence the release of the applicable Property Asset Subsidiary Guarantor from its obligations under the Guaranty;

(ii) if the proposed Release Transaction involves release of the Lien of the Administrative Agent on any Loan Asset, the Administrative Agent shall, at the sole expense of the Borrowers, execute and deliver such documents as the Loan Parties may reasonably request as necessary or desirable to evidence the release of the Lien of the Administrative Agent on such Loan Asset;

(iii) if the proposed Release Transaction involves release of the Lien of the Administrative Agent on any Equity Interest in a Property Asset Subsidiary Guarantor, the Administrative Agent shall, at the sole expense of the Borrowers, execute and deliver such documents as the Loan Parties may reasonably request as necessary or desirable to evidence the release of the Lien of the Administrative Agent on such Equity Interest; and

(iv) if the proposed Release Transaction involves release of the Lien of the Administrative Agent on any Pledged Additional Collateral Asset, the

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Administrative Agent shall, at the sole expense of the Borrowers, execute and deliver such documents as the Loan Parties may reasonably request as necessary or desirable to evidence the release of the Lien of the Administrative Agent on such Pledged Additional Collateral Asset;

(b) For the avoidance of doubt:

(i) Upon a release pursuant to a Release Transaction of the sort contemplated in clause (a)(i) above, all Properties owned or ground leased by the Property Asset Subsidiary Guarantor that is released shall be removed from the calculation of the Borrowing Base Amount;

(ii) Upon a release pursuant to a Release Transaction of the sort contemplated in clause (a)(ii) above, the Loan Asset that is the subject of the Lien release shall be removed from the calculation of the Borrowing Base Amount;

(iii) Upon a release pursuant to a Release Transaction of the sort contemplated in clause (a)(iii) above, all Properties owned by the Property Asset Subsidiary Guarantor that is released shall be removed from the calculation of the Borrowing Base Amount; and

(iv) Upon a release pursuant to a Release Transaction of the sort contemplated in clause (a)(iv) above, the Pledged Additional Collateral Asset that is the subject of the Lien release shall be removed from the calculation of the Borrowing Base Shortfall.

(c) The Administrative Agent shall promptly notify the Lenders following the consummation of any proposed Release Transaction.

11.24 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Solely to the extent any Lender that is an EEA 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 that is an EEA 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 an EEA 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 an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA 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;

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(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA 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 any EEA Resolution Authority.

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWERS:

STARWOOD PROPERTY MORTGAGE SUB-10, L.L.C.

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen

Title: Authorized Signatory

STARWOOD PROPERTY MORTGAGE SUB-10-A, L.L.C.

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen

Title: Authorized Signatory

Signature Page to SPT Third A&R Credit Agreement

GUARANTORS:

STARWOOD PROPERTY TRUST, INC.

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen

Title: Authorized Signatory

STARWOOD PROPERTY MORTGAGE SUB-10 HOLDCO, L.L.C.

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen
Title: Authorized Signatory

STARWOOD PROPERTY MORTGAGE SUB-10-A HOLDCO, L.L.C.

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen
Title: Authorized Signatory

SPT ACQUISITIONS HOLDCO, LLC

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen
Title: Authorized Signatory

SPT ACQUISITIONS SUB-1, LLC

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen
Title: Authorized Signatory

SPT ACQUISITIONS SUB-1-A, LLC

By: /s/ ANDREW J. SOSSEN

Name: Andrew J. Sossen
Title: Authorized Signatory

Signature Page to SPT Third A&R Credit Agreement

BANK OF AMERICA, N.A., as
Administrative Agent

By: /s/ MOLLIE S. CANUP

Name: Mollie S. Canup
Title: Vice President

Signature Page to SPT Third A&R Credit Agreement

*** , as
a Lender

By: ***

Name: ***
Title: ***

Signature Page to SPT Third A&R Credit Agreement

*** , as
a Lender

By: ***

Name: ***
Title: ***

Signature Page to SPT Third A&R Credit Agreement

*** , as a Lender

By: ***

Name: ***
Title: ***

Signature Page to SPT Third A&R Credit Agreement

*** , as a Lender

By: ***

Name: ***
Title: ***

By: ***

Name: ***
Title: ***

Signature Page to SPT Third A&R Credit Agreement

*** , as
a Lender

By: ***

Name: ***
Title: ***

Signature Page to SPT Third A&R Credit Agreement

*** , as
a Lender

By: ***

Name: ***
Title: ***

Signature Page to SPT Third A&R Credit Agreement

*** , as a Lender

By: ***

Name: ***
Title: ***

By: ***

Name: ***
Title: ***

Signature Page to SPT Third A&R Credit Agreement

PAGE ONE TO START

SCHEDULE 2.01

Commitments and Applicable Percentages

Lender	Commitment	Applicable Percentage
***	$60,000,000	20.000000000%
***	$40,000,000	13.333333333%
***	$40,000,000	13.333333333%
***	$40,000,000	13.333333333%
***	$40,000,000	13.333333333%
***	$40,000,000	13.333333333%
***	$40,000,000	13.333333333%
TOTAL	$300,000,000	100%

SCHEDULE 5.12(d)

Pension Plans

None.

SCHEDULE 5.13

Loan Parties

Starwood Property Trust, Inc., a Maryland corporation

Starwood Property Mortgage Sub-10, L.L.C., a Delaware limited liability company

Starwood Property Mortgage Sub-10-A, L.L.C., a Delaware limited liability company

Starwood Property Mortgage Sub-10 HoldCo, L.L.C., a Delaware limited liability company

Starwood Property Mortgage Sub-10-A HoldCo, L.L.C., a Delaware limited liability company

SPT Acquisitions Holdco, LLC, a Delaware limited liability company

SPT Acquisitions Sub-1, LLC, a Delaware limited liability company

SPT Acquisitions Sub-1A, LLC, a Delaware limited liability company

The principal place of business of each Loan Party is located at 591 West Putnam Avenue, Greenwich, Connecticut 06830.

SCHEDULE 7.08

Transactions with Affiliates

1. Management Agreement, dated as of August 17, 2009, between Parent and Manager

2. Grants of Equity Compensation to the Manager

Under Parent’s equity incentive plans, Parent’s Compensation Committee is authorized to approve grants of equity-based awards to Parent’s officers or directors and to Manager and its personnel and affiliates. On May 18, 2015, the Parent granted to the Manager 675,000 restricted stock units. This award of restricted stock units vests ratably on a quarterly basis over a three- year period that began on June 30, 2015. On March 15, 2017, the Parent granted to the Manager 1,000,000 restricted stock units. This award of restricted stock units vests ratably on a quarterly basis over a three-year period that began on June 30, 2017. These awards of restricted stock units, once vested, are settled in shares of Common Stock. The Manager is entitled to receive “distribution equivalents” with respect to these restricted stock units, whether or not vested, at the same time and in the same amounts as distributions are paid to the Parent’s holders of Common Stock.

3. SEREF and Private Account Transactions

In December 2012, the Parent acquired 9,140,000 ordinary shares for approximately

$14.7 million in Starwood European Real Estate Finance Limited, a debt fund that is managed by an affiliate of the Manager and is listed on the London Stock Exchange (“SEREF”), in connection with SEREF’s initial public offering (the “SEREF Investment”), which equated to an approximate 4% ownership interest in SEREF. As of December 31, 2017, the Parent’s shares represented an approximate 2% ownership interest in SEREF.

In June 2016, the Parent co-originated a GBP-denominated $108.9 million first mortgage loan with SEREF for the development of a three-property mixed use portfolio located in Greater London, England (the “Greater London Loan”). The Parent originated $87.1 million of Greater London Loan commitment and SEREF originated $21.8 million of such commitment. In June 2017, the Parent and SEREF amended the Greater London Loan by reducing first mortgage’s total commitment to $88.8 million of which the Parent’s share is $71.0 million. The Greater London Loan bears interest at one-month LIBOR plus 5.75% and matures in June 2019.

4. LNR Property LLC

In April 2013, the Parent completed the acquisition (the “LNR Property Acquisition”) of all the outstanding equity interests of LNR Property from Aozora Investments LLC, CBR I LLC, iStar Marlin LLC, Opps VIIb LProp, L.P. and VNO LNR Holdco LLC (collectively, the “LNR Property Sellers”), for approximately $730 million pursuant to a purchase and sale agreement among the Parent, LNR Property and the LNR Property Sellers. At the time, LNR Property was a diversified real estate services and investment company that, among other things, invested in commercial real estate securities, whole loans and equity. An additional $194 million was paid by SOF-IX U.S. Holdings, L.P., an affiliate of the Parent’s Chief Executive Officer and the Manager (“SCG”), in connection with SCG’s acquisition of certain assets of LNR Property and its subsidiaries immediately prior to the completion of the LNR Property Acquisition, pursuant to

a purchase and sale agreement among SCG, LNR Property and the LNR Property Sellers. The assets acquired by SCG included, among other things, a 50% interest in LNR Property’s equity interest in Ten-X (formerly known as Auction.com), a privately-held entity which provides services to sellers of residential, commercial, multi-family and hospitality properties, land and performing and non performing notes and loan pools in an auction format.

In connection with the LNR Property Acquisition, the Parent entered into several additional arrangements with SCG or its affiliates, including a shared services agreement that allows for the provision of certain transitional and shared services to LNR Property’s commercial property business, which was acquired by SCG (the “Shared Services Agreement”). Under the Shared Services Agreement, the services are to be provided for a period of up to three years, and include general ledger support, human resources services and information technology support. The fees for each of these services vary depending upon the nature of the service being provided. In 2017, the subsidiary of the Parent earned approximately $0.1 million in such fees from SCG.

5. Regional Mall Securitization Investment

In December 2013, the Parent acquired a subordinate CMBS investment in a securitization from a third party (the “2013 Regional Mall Securitization Investment”). The borrowers are several special purpose entities that are affiliates of the Manager and indirectly owned and controlled by Starwood Capital Group. The 2013 Regional Mall Securitization Investment was acquired for $84.1 million and is secured by five regional malls in Ohio, California and Washington. In January 2016, the Parent acquired an additional $9.7 million of this subordinate CMBS Investment.

6. SCG Core-Plus Investment

In October 2014, the Parent committed $150.0 million for a 33% limited partner equity interest in SCG Core-Plus Retail Fund, L.P., an affiliate of the Manager (“SCG Core-Plus”), of which $132.0 million was funded in October 2014. In August 2017, the Parent funded the remaining $15.5 million capital commitment in SCG-Core-Plus. All leasing services and asset management functions for the acquired properties are conducted by an affiliate of the Manager that specializes in redeveloping, managing and repositioning retail real estate assets. In addition, another affiliate of the Manager serves as the general partner of SCG Core-Plus.

7. Office Campus Loan Investment

In August 2017, the Parent originated a $339.2 million first mortgage and mezzanine loan for the acquisition of an office campus located in Irvine, California. An affiliate of the Manager has a non-controlling equity interest in the borrower.

8. Acquisitions from Consolidated CMBS Trusts

The Parent acquires interests in properties from CMBS trusts, some of which are consolidated on the Parent’s balance sheet. During the years ended December 31, 2017, 2016 and 2015, the Parent acquired $30.9 million, $136.9 million and $117.2 million, respectively, of

net real estate assets from consolidated CMBS trusts for total purchase prices of $31.3 million,

$136.7 million and $130.2 million, respectively, and subsequently issued non-controlling interests of $6.5 million and $5.5 million for the years ended December 31, 2016 and 2015, respectively. Also during the year ended December 31, 2016, a partnership in which the Parent holds a 50% interest acquired a $28.4 million real estate asset from a CMBS trust for a purchase price of $19.0 million.

The Parent also acquires controlling interests in performing and non-performing commercial mortgage loans from consolidated CMBS trusts. During the year ended December 31, 2016, the Parent acquired $36.6 million of performing loans from consolidated CMBS trusts. There were no performing loans acquired during the years ended December 31, 2017 and 2015. During the years ended December 31, 2016 and 2015, the Parent acquired $8.2 million and $14.5 million of non-performing loans from consolidated CMBS trusts. There were no non-performing loans acquired during the year ended December 31, 2017.

9. Other Related Party Arrangements

During 2016, the Parent established a co-investment fund which provides key personnel with the opportunity to invest in certain properties included in the Parent’s Real Estate Investing and Servicing business segment. The fund carries an aggregate commitment of $15.0 million and owns a 10% equity interest in the subsidiary of the Parent which owns such properties. As of December 31, 2017, the Fund Participants funded $4.9 million of such commitment. In an effort to retain key personnel, the Fund Participants are entitled to a promote on their investment, whereby operating profits are distributed assuming implied leverage of 60% on the Fund Participants’ capital accounts. This promote is paid after the Parent, as general partner of the fund, earns a 5% preferred return.

10. Energy Loan

In February 2018, the Parent acquired a $130.0 million first mortgage participation from a third party. The loan is secured by four coal-fired power plants located in the U.S. The borrower is an affiliate of the Parent’s Manager.

SCHEDULE 11.02

Administrative Agent’s Office; Certain Addresses for Notices

If to the Administrative Agent:

Administrative Agent’s Office

(for payments and Requests for Loans):

Bank of America, N.A.

Building C

2380 Performance Drive

Richardson, Texas 75082

Attention: Bradley Edwards

Telephone: (469) 201-7317

Telecopier: (214) 530-2797

Electronic Mail: bradley.edwards2@baml.com

Payment Instructions:

***

Other Notices to Administrative Agent :

Bank of America – Gateway Village

Mail Code: NC1-026-06-03

900 West Trade Street

Charlotte NC 28255-0001

Attn: Mollie Canup

PHONE: 980-387-5449

FAX: 704-409-0011

EMAIL: mollie.s.canup@baml.com

If to any Loan Party:

[Name of entity]

c/o Starwood Capital Group

591 West Putnam Avenue

Greenwich, Connecticut 06830

Attention: Andrew J. Sossen

Tel: (203) 422-8191

Fax: (203) 422-8192

Taxpayer ID numbers:

Starwood Property Trust, Inc.	27-0247747
Starwood Property Mortgage Sub-10, L.L.C.	61-1688317
Starwood Property Mortgage Sub-10-A, L.L.C.	90-0870472
Starwood Property Mortgage Sub-10 HoldCo, L.L.C.	30-0743858
Starwood Property Mortgage Sub-10-A HoldCo, L.L.C.	80-0835321
SPT Acquisitions Holdco, LLC	27-0247747
SPT Acquisitions Sub-1, LLC	37-1788671
SPT Acquisitions Sub-1A, LLC	27-0247747

EXHIBIT A-1

FORM OF LOAN NOTICE

Date: ,

To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen:

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of February 28, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ”; the terms defined therein being used herein as therein defined), among Starwood Property Mortgage Sub-10, L.L.C., a Delaware limited liability company (“ Starwood Property Mortgage Sub-10 ”), Starwood Property Mortgage Sub- 10-A, L.L.C., a Delaware limited liability company (together with Starwood Property Mortgage Sub-10, the “ Borrowers ”), Starwood Property Trust, Inc., a Maryland corporation (the “ Parent ”), the Subsidiaries of the Parent party thereto as guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The undersigned hereby requests (select one):

p A Borrowing of Revolving Credit Loans

p A conversion of Revolving Credit Loans

p A continuation of Eurodollar Rate Loans

1. On (a Business Day).

2. In the amount of $ .

3. Comprised of .

[Type of Revolving Credit Loan/Borrowing requested]

4. For Eurodollar Rate Loans that bear interest on clause (a) of the definition of Eurodollar Rate: with an Interest Period of months.

5. The Revolving Credit Loans, if any, borrowed hereunder shall be disbursed to the following deposit account:

The Borrowing, if any, requested herein complies with the proviso to Section 2.01 of the Agreement.

A-1- 1

Form of Loan Notice

STARWOOD PROPERTY MORTGAGE SUB- 10, L.L.C.

By:

Name: Andrew J. Sossen

Title: Authorized Signatory

STARWOOD PROPERTY MORTGAGE SUB- 10-A, L.L.C.

By:

Name: Andrew J. Sossen

Title: Authorized Signatory

A-1- 2

Form of Loan Notice

EXHIBIT A-2

SWING LINE LOAN NOTICE

Date: ,

To: Bank of America, N.A., as Swing Line Lender

Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

The undersigned hereby requests a Swing Line Loan:

1. On (a Business Day).

2. In the amount of $ .

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.16(b) of the Agreement.



	STARWOOD PROPERTY MORTGAGE SUB- 10, L.L.C.


	By:
	Name:		Andrew J. Sossen
	Title:		Authorized Signatory



	STARWOOD PROPERTY MORTGAGE SUB- 10-A, L.L.C.


	By:
	Name:		Andrew J. Sossen
	Title:		Authorized Signatory

A-2- 1

Form of Swing Line Loan Notice

EXHIBIT B

FORM OF NOTE

, 20__

FOR VALUE RECEIVED, each of the undersigned (each a “ Borrower ” and, collectively the “ Borrowers ”), hereby promises to pay to or registered assigns (the “ Lender ”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrowers under that certain Third Amended and Restated Credit Agreement, dated as of February 28, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ”; the terms defined therein being used herein as therein defined), among the Borrowers, Starwood Property Trust, Inc. (the “ Parent ”), the subsidiaries of the Parent from time to time party thereto as guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

Each Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan made by the Lender from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto.

Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

B-1

Form of Note

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).


	STARWOOD PROPERTY MORTGAGE SUB- 10, L.L.C.



	By:
	Name:		Andrew J. Sossen
	Title:		Authorized Signatory



	STARWOOD PROPERTY MORTGAGE SUB- 10-A, L.L.C.



	By:
	Name:		Andrew J. Sossen
	Title:		Authorized Signatory

B-2

Form of Note

REVOLVING CREDIT LOANS AND PAYMENTS WITH RESPECT THERETO

	Type of Revolving Credit Loan Made	Amount of Revolving Credit Loan Made	End of Interest Period	Amount of Principal or Interest Paid This Date	Outstanding Principal Balance This Date	Notation Made By
Date

B-3

Form of Note

EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: ,

To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen:

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as February 28, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ”; the terms defined therein being used herein as therein defined), among Starwood Property Mortgage Sub-10, L.L.C., a Delaware limited liability company (“ Starwood Property Mortgage Sub-10 ”), Starwood Property Mortgage Sub- 10-A, L.L.C., a Delaware limited liability company (together with Starwood Property Mortgage Sub-10, the “ Borrowers ”), Starwood Property Trust, Inc., a Maryland corporation (the “ Parent ”), the Subsidiaries of the Parent party thereto as guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The undersigned Responsible Officer of the Parent hereby certifies as of the date hereof that he/she is the 1 of the Parent, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Parent, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. The Loan Parties have delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Parent ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. The Loan Parties have delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Parent ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions

1 Pursuant to the Agreement, the Compliance Certificate shall be executed by the chief executive officer, chief financial officer, treasurer or controller of the Parent.

C-1

Form of Compliance Certificate

and condition (financial or otherwise) of the Loan Parties during the accounting period covered by such financial statements.

3. A review of the activities of the Loan Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Loan Parties performed and observed all their Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned, during such fiscal period each of the Loan Parties performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

--or--

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Compliance Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of

, .


	STARWOOD PROPERTY TRUST, INC.



	By:
	Name:
	Title:

C-2

Form of Compliance Certificate

For the Quarter/Year ended (“ Statement Date ”)

SCHEDULE 1

to the Compliance Certificate

I. Section 7.12(a) – Minimum Liquidity.


A. 1.	Cash Liquidity at Statement Date:	$
2.	Minimum required :	$***
3.	Excess (deficient) for covenant compliance (Line I.A.1– I.A.2):	$
B. 1.	Cash Liquidity at Statement Date:	$
2.	Near Cash Liquidity at Statement Date:	$
3.	Liquidity (Line I.B.1 + I.B.2):	$
4.	Minimum required :	$***
3.	Excess (deficient) for covenant compliance (Line I.B.3– I.B.4):	$

II. Section 7.12 (b) – Fixed Charge Coverage Ratio.


A.	EBITDA for the applicable Test Period:
1.	Net Income (or loss) (prior to any impact from minority interests or joint venture net income and before deductionof any dividends on preferred stock) for such Test Period:	$
2.	Depreciation and amortization expense during such Test Period (to the extent actually included in determination of Net Income (or loss)):	$
3.	Interest Expense during such Test Period (to the extent actually included in determination of Net Income (or loss)):	$
4.	Income tax expense during such Test Period (to the extent actually included in determination of Net Income (or loss)):	$
5.	Extraordinary or non-recurring losses during such Test Period (to the extent actually included in determination of Net Income (or loss)):	$
6.	Extraordinary or nonrecurring gains during such Test Period (to the extent actually included in determination of Net Income (or loss)):	$

C-3

Form of Compliance Certificate

7.	Parent’s and its Subsidiaries’ proportionate share of Net Income of the joint venture investments and unconsolidated Affiliates of the Parent and its Subsidiaries during such Test Period:	$
8.	Amounts deducted in accordance with GAAP in respect of other non-cash expenses in determining Net Income for the Parent and its Subsidiaries during such Test Period:	$
9.	EBITDA (Lines II.A.1 + 2 + 3 + 4 + 5 - 6 + 7 + 8):	$
B.	Fixed Charges for the applicable Test Period:
1.	Debt service:	$
2.	All preferred dividends:	$
3.	Capital Lease Obligations paid or accrued during such Test Period:	$
4.	Capital expenditures:	$
5.	Any amounts payable under any ground lease:	$
6.	Fixed Charges (Lines II.B.1 +2 +3 +4 +5 ):	$
C.	Fixed Charge Coverage Ratio (Line II.A.9  Line II.B.6):	to 1.00
	Minimum required :	1.50 to 1.00

III. Section 7.12 (c) – Leverage Ratio 2 .


A.	Total Indebtedness of the Parent at Statement Date:
1.	All Indebtedness (other than Contingent Liabilities not reflected on Parent’s consolidated balance sheet) at Statement Date:	$
2.	The proportionate share of all Indebtedness (other than Contingent Liabilities not reflected on Parent’s consolidated balance sheet) of all non-consolidated Affiliates of Parent at Statement Date:	$
3.	Total Indebtedness Line III.A.1 + 2):	$

2 Adjusted to remove the impact of consolidating any variable interest entities under the requirements of Accounting Standards Codification (“ ASC ”) Section 810 and/or transfers of financial assets accounted for as secured borrowings under ASC 860, as both ASC sections are amended, modified or supplemented from time to time.

C-4

Form of Compliance Certificate


B.	Total Assets of the Parent at Statement Date:
1.	Aggregate book value of all assets owned by the Parent on a consolidated basis at Statement Date:	$
2.	The proportionate share of the aggregate book value of all assets owned by non-consolidated Subsidiaries of the Parent at Statement Date:
3.	Amounts owing to the Parent or any of its Subsidiaries from any Affiliate thereof, or from officers, employees, partners, members, directors, shareholders or other Persons similarly affiliated with the Parent or any Affiliate thereof at Statement Date:	$
4.	Intangible Assets at Statement Date:	$
5.	Prepaid taxes and expenses at Statement Date:	$
6.	Total Assets (Line III.B.1 + 2 - 3 - 4 - 5):	$
C.	Leverage Ratio (Line III.A.3  Line III.B.6):	to 1.00
	Maximum permitted:	0.75 to 1.00

IV. Section 7.12(d) -- Tangible Net Worth.


A.	Tangible Net Worth at Statement Date:
1.	All amounts which would be included under capital or shareholder’s equity (or any like caption) on a balance sheet of the Parent and its Subsidiaries on Statement Date: $
2.	Amounts owing to the Parent and its Subsidiaries from any Affiliate thereof, or from officers, employees, partners, members, directors, shareholders or other Persons similarly affiliated with the Parent or its Subsidiaries or any Affiliate thereof as of the Statement Date:	$
3.	Intangible Assets as of the Statement Date:	$
4.	Prepaid taxes and/or expenses on the Statement Date:	$
5.	Tangible Net Worth (Line IV.A.1 - 2 - 3 - 4):	$
B.	75% of Net Cash Proceeds received by the Parent from issuances or sales of its Equity Interests (other than Equity Interests constituting Convertible Debt Securities) occurring after September 30, 2017:	$
C.	75% of any increase in capital or shareholders’ equity (or like capital) on the balance sheet of the Parent, determined in accordance with GAAP, that would result from the settlement,

C-5

Form of Compliance Certificate

conversion or repayment of any Convertible Debt Securities (assuming that no other transaction would offset the amount of such increase) after September 30, 2017:

Minimum required Tangible Net Worth: ($[ ] 3 + Line IV.B + Line IV.C):

Excess (deficient) for covenant compliance (Line IV.A.5 -IV.D):

V. Section 7.12 (e) – Eligible Assets Interest Coverage Ratio.


A.	Aggregate amount of cash interest income actually received by the Borrowers during such Test Period in respect of all EligibleLoan Assets:	$

B.	Aggregate Net Operating Income for all Eligible Property Assets:	$

C.	Amount of total interest expense incurred by the Borrowers, including capitalized or accruing interest, with respect to the Revolving Credit Loans and other Obligations during such Test Period:	$

D.	Eligible Assets Interest Coverage Ratio (Line V.A  Line V.B):	to 1.00
	Minimum permitted:	1.25 to 1.00

3 Insert amount that is 75% of Tangible Net Worth as of the end of the fiscal quarter most recently ended prior to the Restatement Effective Date

C-6

Form of Compliance Certificate

EXHIBIT D-1

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] 4 Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each] 5 Assignee identified in item 2 below ([the][each, an] “ Assignee ”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] 6 hereunder are several and not joint.] 7 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Amended and Restated Credit Agreement identified below (the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [ the][an] “ Assigned Interest ”). Each such sale and assignment is without recourse to [the][any]

4 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

5 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

6 Select as appropriate.

7 Include bracketed language if there are either multiple Assignors or multiple Assignees.

D-1-1

Form of Assignment and Assumption

Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1. Assignor[s] :

2. Assignee[s] :

[for each Assignee, indicate [Affiliate][Approved Fund] of [ identify Lender ]]

3. Borrowers : Starwood Property Mortgage Sub-10, L.L.C., a Delaware limited liability company, and Starwood Property Mortgage Sub-10-A, L.L.C. , a Delaware limited liability company

4. Administrative Agent : Bank of America, N.A., as the administrative agent under the Credit Agreement

5. Credit Agreement : Third Amended and Restated Credit Agreement, dated as February 28, 2018 , among Borrowers, Starwood Property Trust, Inc. (the “ Parent ”), the subsidiaries of the Parent from time to time party thereto as guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent

6. Assigned Interest[s] :

Assignor[s] 8	Assignee[s] 9	Aggregate Amount of Commitment/Revolving Credit Loans for all Lenders 10	Amount of Commitment/Revolving Credit Loan Assigned	Percentage Assigned of Commitment/ Revolving Credit Loan 11
		$	$	%
		$	$	%
		$	$	%

[7. Trade Date : ] 12

8 List each Assignor, as appropriate.

9 List each Assignee, as appropriate.

10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Credit Loans of all Lenders thereunder.

D-1-2

Form of Assignment and Assumption

Eff ective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:


	ASSIGNOR
	[NAME OF ASSIGNOR]

	By:
	Title:

	ASSIGNEE
	[NAME OF ASSIGNEE]

	By:
	Title:
[Consented to and] 13 Accepted:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Title:

Consented to:

BANK OF AMERICA, N.A., as Swing Line Lender
By:
Title:

12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

D-1-3

Form of Assignment and Assumption

[Consented to: 14

STARWOOD PROPERTY MORTGAGE SUB-10, L.L.C., as Borrower

By:

Name: Andrew J. Sossen

Title: Authorized Signatory

STARWOOD PROPERTY MORTGAGE SUB-10-A, L.L.C., as Borrower

By:

Name: Andrew J. Sossen

Title: Authorized Signatory

14 To be added only if the consent of the Borrowers is required by the terms of the Credit Agreement.

D-1-4

Form of Assignment and Assumption

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1. Assignor . [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, the Parent, any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, the Parent, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee . [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is both a “qualified purchaser” (within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder) and a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act of 1933, as amended), and it meets all the requirements to be an assignee under Section 11.06(b)(ii) , (iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it 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 Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and

(b) agrees that (i) it will, independently and without reliance upon the Administrative Agent,

D-1-5

Form of Assignment and Assumption

[the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

D-1-6

Form of Assignment and Assumption

EXHIBIT D-2

FORM OF ADMINISTRATIVE QUESTIONNAIRE

See Attached.

D-2-1

Form of Administrative Questionnaire

ADMINISTRATIVE QUESTIONNAIRE – (US DOLLAR ONLY)

C O N F I D E N T I A L I N F O R MA T I O N

1. Information as of date (enter date):
2. Borrower or Deal Name:		Starwood Property Mortgage Sub10 and Sub-10A LLC
3. Legal Name of Lender of Record for Signature Page :
Markit Entity Identifier (MEI) #:
Fund Manager Name (if applicable):
Legal Address from Tax Document of Lender of Record:
Country:
Address:
City:	State/Province:	Postal Code:

4. Domestic Funding Address:			5. Eurodollar Funding Address ( if different than #4 ):
Street Address:			Street Address:
Suite/ Mail Code:			Suite/ Mail Code:
City:	State:		City:	State:
Postal Code:	Country:		Postal Code:	Country:
6. Credit Contact Information:
Syndicate level information (which may contain material non-public information about the Borrower and its related parties or their respective securities will be made available to the Credit Contact(s). The Credit Contacts identified must be able to receive such information in accordance with his/her institution's compliance procedures and applicable laws, including Federal and State securities laws.
Primary Credit Contact :			Secondary Credit Contact :
First Name:			First Name:
Middle Name:			Middle Name:
Last Name:			Last Name:
Title:			Title:
Street Address:			Street Address:
Suite/Mail Code:			Suite/Mail Code:
City:			City:
State:			State:
Postal Code:			Postal Code:
Country:			Country:
Office Telephone #:			Office Telephone #:
Office Facsimile #:			Office Facsimile #:
Work E-Mail Address:			Work E-Mail Address:
SyndTrak E-Mail Address:			SyndTrak E-Mail Address:
Additional SyndTrak User Access:
Enter E-Mail Addresses of any respective contact who should have access to SyndTrak below.
SyndTrak E-Mail Addresses:
Primary Operations Contact:			First:	MI:	Last:

NOV 2016

ADMINISTRATIVE QUESTIONNAIRE – (US DOLLAR ONLY)

C O N F I D E N T I A L I N F O R MA T I O N


Title:			First:	MI:	Last:
Street Address:			Title:
Suite/ Mail Code:			Street Address:
City:	State:		Suite/ Mail Code:
Postal Code:	Country:		City:	State:
Telephone:	Facsimile:		Postal Code:	Country:
E-Mail Address:			Telephone:	Facsimile:
SyndTrak E-Mail Address:			E-Mail Address:
			SyndTrak E-Mail Address:
Secondary Operations Contact:
Does Secondary Operations Contact need copy of notices?				YES p	NO p
Letter of Credit Contact:			Draft Documentation Contact or Legal Counsel:
First:	MI:	Last:	First:	MI:	Last:
Title:			Title:
Street Address:			Street Address:
Suite/ Mail Code:			Suite/ Mail Code:
City:	State:		City:	State:
Postal Code:	Country:		Postal Code:	Country:
Telephone:	Facsimile:		Telephone:	Facsimile:
E-Mail Address:			E-Mail Address:
7. Lender’s Fed Wire Payment Instructions:
Pay to:
Bank Name:
ABA #:
City:	State:
Account #:
Account Name:
Attention:
8. Lender’s Standby Letter of Credit, Commercial Letter of Credit, and Bankers’ Acceptance Fed Wire Payment Instructions (if applicable):
Pay to
Bank Name:
ABA #:
City:	State:
Account #:
Account Name:
Attention:
Use Lender’s Fed Wire Payment Instructions in Section #7 above?				YES p	NO p
9. Lender’s Organizational Structure and Tax Status

NOV 2016

ADMINISTRATIVE QUESTIONNAIRE – (US DOLLAR ONLY)

C O N F I D E N T I A L I N F O R MA T I O N


Please refer to the enclosed withholding tax instructions below and then complete this section accordingly:
Lender Taxpayer Identification Number (TIN):
Tax Withholding Form Delivered to Bank of America (check applicable one):
W-9 p	W-8BEN p	W-8BEN-E p	W-8ECI p	W-8EXP p	W-8IMY p
Tax Contact:
First:	MI:	Last:
Title:
Street Address:
Suite/ Mail Code:
City:	State:
Postal Code:	Country:
Telephone:	Facsimile:
E-Mail Address:
SyndTrak E-Mail Address:

NON–U.S. LENDER INSTITUTIONS

1. Corporations:

If your institution is organized outside of the United States, is classified as a Corporation or other non-flow through entity for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (and a U.S. Tax Compliance Certificate if applicable)) or Form W-8BEN-E, b.) Form W-8ECI (Certificate of Foreign Person’s Claim that Income is Effectively Connected with the Conduct of a Trade or Business in the United States), or c.) Form W- 8EXP (Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding and Reporting).

A U.S. taxpayer identification number is required for any institution submitting a Form W-8 ECI. It is also required on Form W-8BEN or Form W-8BEN-E for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution.

2. Flow-Through Entities

If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches for United States Tax Withholding and Reporting) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners.

Please refer to the instructions when completing this form

U.S. LENDER INSTITUTIONS:

If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification).

NOV 2016

ADMINISTRATIVE QUESTIONNAIRE – (US DOLLAR ONLY)

C O N F I D E N T I A L I N F O R MA T I O N

Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding.

*Additional guidance and instructions as to where to submit this documentation can be found at this link:

IRS Tax Form Tool Kit.pdf

10. Bank of America’s Payment Instructions:

Pay to: ***

NOV 2016

EXHIBIT E

[intentionally omitted]

E-1

Pledge Agreement

EXHIBIT F

[intentionally omitted]

F-1

Security Agreement

EXHIBIT G

FORM OF SOLVENCY CERTIFICATE

I, the undersigned, chief financial officer of STARWOOD PROPERTY TRUST, INC., a Maryland corporation (the “Parent”), DO HEREBY CERTIFY on behalf of the Loan Parties, solely in my capacity as chief financial officer of the Parent and not in my individual capacity, as of the date hereof, that:

1. This certificate is furnished pursuant to Section 4.01(a)(xv) of the Third Amended and Restated Credit Agreement (as in effect on the date of this certificate; the capitalized terms defined therein being used herein as therein defined), dated as of February 28, 2018, among Starwood Property Mortgage Sub-10, L.L.C., Starwood Property Mortgage Sub- 10-A, L.L.C., the Parent, the subsidiaries of the Parent party thereto as guarantors, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto (as from time to time in effect, the “Credit Agreement”).

2. Immediately before and after giving effect to the effectiveness of the Credit Agreement and immediately following the making of each Revolving Credit Loan, if any, on the date hereof and after giving effect to the application of the proceeds of each such Revolving Credit Loan, (a) the fair value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) is greater than the total amount of liabilities, including contingent liabilities, of such Loan Party, (b) the present fair salable value of the assets of each Loan Party (individually and on a consolidated basis with its Subsidiaries) is not less than the amount that will be required to pay the probable liability on its debts as they become absolute and matured, (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) does not intend to, and does not believe it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature, (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Loan Party’s property would constitute an unreasonably small capital, and (e) each Loan Party (individually and on a consolidated basis with its Subsidiaries) is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.

[Signature Page Follows]

G-1

Form of Solvency Certificate

IN WITNESS WHEREOF, I have hereunto set my hand this [ ] day of [ ], 20[ ].


	STARWOOD PROPERTY TRUST, INC.

	By:
	Name:
	Title:		Chief Financial Officer

G-2

Form of Solvency Certificate

EXHIBIT H-1

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Third Amended and Restated Credit Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ”), dated as of February 28, 2018, by and among Starwood Property Mortgage Sub-10, L.L.C., a Delaware limited liability company (“ Starwood Property Mortgage Sub-10 ”), Starwood Property Mortgage Sub-10-A, L.L.C., a Delaware limited liability company (together with Starwood Property Mortgage Sub-10, the “ Borrowers ”), Starwood Property Trust, Inc., a Maryland corporation (the “ Parent ”), the Subsidiaries of the Parent party thereto as guarantors, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Agreement.

Pursuant to the provisions of Section 3.01(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Revolving Credit Loan(s) (as well as any Note(s) evidencing such Revolving Credit Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “ Code ”), (iii) it is not a ten percent shareholder of the Parent or either Borrower within the meaning of Code Section 881(c)(3)(B), (iv) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned.

The undersigned has furnished the Administrative Agent, the Borrowers and the other Loan Parties with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on any of these certificates (including Form W-8BEN or W-8BEN-E) changes, the undersigned shall promptly so inform the Borrowers, the other Loan Parties and the Administrative Agent in writing and (2) the undersigned shall furnish the Borrowers, the other Loan Parties and the Administrative Agent properly completed and currently effective certificates in either the calendar year in which payment is to be made by the Borrowers, any of the Loan Parties or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment.

[Signature Page Follows]

H-1


	[Lender]


	By:
	Name:
	Title:

		[Address]



Dated: , 20[ ]

H-2

EXHIBIT H-2

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(e) and Section 11.06(d) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “ Code ”), (iii) it is not a ten percent shareholder of the Parent or either Borrower within the meaning of Code Section 881(c)(3)(B), (iv) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned (1) agrees that if the information provided on any of these certificates (including Form W-8BEN or W-8BEN-E) changes, the undersigned shall promptly so inform such participating Lender in writing, (2) agrees that the undersigned shall have at all times furnished such participating Lender with properly completed and currently effective certificates in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments and (3) acknowledges that such participating Lender will be furnishing all of these certificates (including the Form W-8BEN or W-8BEN-E) to the Administrative Agent, the Borrowers and the other Loan Parties, in accordance with Section 3.01(e) of the Agreement.

[Signature Page Follows]

H-3



	[Participant]


	By:
	Name:
	Title:

		[Address]



Dated: , 20[ ]

H-4

EXHIBIT H-3

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(e) and Section 11.06(d) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “ Code ”), (iv) none of its partners/members is a ten percent shareholder of the Parent or either Borrower within the meaning of Code Section 881(c)(3)(B),

(v) none of its partners/members is a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned or its partners/members.

The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8BEN-E from each of its partners/members claiming the portfolio interest exemption, provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the undersigned to provide, in the case of a partner/member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned (1) agrees that if the information provided on any of these certificates (including Form W-8BEN or W-8BEN-E or W-8ECI) changes, the undersigned shall promptly so inform such participating Lender in writing, (2) agrees that the undersigned shall have at all times furnished such participating Lender with properly completed and currently effective certificates in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments and (3) acknowledges that such participating Lender will be furnishing all of these certificates (including the Form W-8BEN or W-8BEN-E) to the Administrative Agent, the Borrowers and the other Loan Parties, in accordance with Section 3.01(e) of the Agreement.

[Signature Page Follows]

H-5


	[Participant]


	By:
	Name:
	Title:

		[Address]



Dated: , 20[ ]

H-6

EXHIBIT H-4

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Revolving Credit Loan(s) (as well as any Note(s) evidencing such Revolving Credit Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Revolving Credit Loan(s)), (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “ Code ”), (iv) none of its partners/members is a ten percent shareholder of the Parent or either Borrower within the meaning of Code Section 881(c)(3)(B), (v) none of its partners/members is a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned or its partners/members.

The undersigned has furnished the Administrative Agent, the Borrowers and the other Loan Parties with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8BEN-E from each of its partners/members claiming the portfolio interest exemption, provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the Lender to provide, in the case of a partner/member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on any of these certificates (including Form W-8BEN or W-8BEN-E or W-8ECI) changes, the undersigned shall promptly so inform the Borrowers, the other Loan Parties and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrowers, the other Loan Parties, and the Administrative Agent in writing with properly completed and currently effective certificates in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[Signature Page Follows]

H-7


	[Lender]


	By:
	Name:
	Title:

		[Address]



Dated: , 20[ ]

H-8

EXHIBIT I

FORM OF CERTIFICATE OF MARKET VALUE OF NEAR CASH SECURITIES

See Attached.

I-1

Certificate Of Market Value Of Near Cash Securities

RMBS/CMBS Near Cash Securities

X/XX/20XX

Security Name	CUSIP	BB Cusip	Current Face	NBV	Rating	Source of Rating	Maturity Dates for CMBS	Modified Duration on RMBS	Near cash Amount

EXHIBIT J

FORM OF BORROWING BASE CERTIFICATE

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of February 28, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ”; the terms defined therein being used herein as therein defined), among Starwood Property Mortgage Sub-10, L.L.C., a Delaware limited liability company (“ Starwood Property Mortgage Sub-10 ”), Starwood Property Mortgage Sub-10-A, L.L.C., a Delaware limited liability company (together with Starwood Property Mortgage Sub-10, the “ Borrowers ”), Starwood Property Trust, Inc., a Maryland corporation (the “ Parent ”), the Subsidiaries of the Parent party thereto as guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The undersigned Responsible Officer of the Parent hereby certifies that as of the date hereof he is the

of the Parent, and that, as such, he is authorized to execute and deliver this Borrowing Base Certificate to the Administrative Agent and the Lenders in his capacity as a Responsible Officer of the Parent (and not in any individual capacity), and that the following amounts and calculations reflect the Borrowing Base Amount as of the Calculation Date (as defined below):

BORROWING BASE AMOUNT CALCULATION

AS OF (the “Calculation Date”)

I.	Aggregate Borrowing Base Contributions for all Eligible Assets as of the Calculation Date:
A.	Total of the Outstanding Values of each Eligible Loan Asset as of the Calculation Date, multiplied by the applicable Advance Rate for each such Eligible Loan Asset as of the Calculation Date (See Schedule IA ):	$
B.	Total of the Outstanding Values of each Eligible Property Asset as of the Calculation Date (See Schedule IB ):	$

J- 1

Borrowing Base Certificate


II.	Excess aggregate Non-Warehouse Eligible Amounts for all Eligible Non-Warehouse Assets as of the Calculation Date:
A.	Total of the Non-Warehouse Eligible Amounts for all Eligible Non-Warehouse Assets as of the Calculation Date: (See Schedule II ):	$
B.	Amount, if any, by which the aggregate Non-Warehouse Eligible Amounts for all Eligible Non-Warehouse Assets as of the Calculation Date exceeds $100,000,000:	$


III.	Borrowing Base Shortfall as of the Calculation Date:
A.	The aggregate outstanding Borrowing Base Contributions of all Eligible Loan Assets included in Line I.A. and for which an Approved Appraisal of the Properties securing any such Eligible Loan Asset has not been received by the Administrative Agent on or prior to the Calculation Date:	$
B.	The aggregate outstanding Borrowing Base Contributions of all Eligible Property Assets included in Line I.B and for which an Approved Appraisal has not been received by the Administrative Agent on or prior to the Calculation Date:	$
C,	Amount equal to eighty five percent (85%) of the aggregate Adjusted Appraised Values as of the Calculation Date of each Property that relates to a Pledged Additional Collateral Asset and is described in either clause (i) or clause (ii) of the definition of Additional Collateral Asset (see Schedule III ):	$
D.	Line III.A. plus Line III.B minus Line III.C:	$

J- 2

Borrowing Base Certificate

Borrowing Base Amount as of the Calculation Date

(Line I.A. plus Line I.B. minus Line II.B. minus Line III.D.):

The undersigned further certifies in his capacity as a Responsible Officer of the Parent (and not in any individual capacity) that, on the date hereof, (i) each of the Eligible Loan Assets included in the calculation of the Borrowing Base Amount satisfies each of the Loan Asset Eligibility Criteria listed in clauses (ii) through (vi) of Section 2.14(a) of the Credit Agreement and (ii) each of the Eligible Property Assets included in the calculation of the Borrowing Base Amount satisfies of the requirements contained in the definition of Eligible Property Asset.

J- 3

Borrowing Base Certificate

IN WITNESS WHEREOF , the undersigned has executed this Certificate as of

, 201 _ .


	STARWOOD PROPERTY TRUST, INC.



	By:
	Name:
	Title:

J- 4

Borrowing Base Certificate

SCHEDULE IA

to Borrowing Base Certificate

Aggregate Borrowing Base Contributions for all Eligible Loan Assets 1 as of the Calculation Date:

A. [Name of Eligible Loan Asset] 2


1. Outstanding Value of Eligible Loan Asset as of the Calculation Date:
a.	(1) The acquisition price paid by the applicable Borrower for such Eligible Loan Asset at the time such Eligible Loan Asset was acquired by such Borrower: minus	$
	(2) The aggregate amount of all Eligible Loan Asset Principal Payments received by the applicable Borrower in respect of such Eligible Asset:	$
	minus
	(3) The amount, if any, by which the applicable Borrower has reduced the value of such Eligible Loan Asset on its books and records subsequent to the acquisition thereof by such Borrower:	$
	Total for this clause 1.a. :	$
b.	If such Eligible Loan Asset is the subject of an Accepted Offer to Purchase as of the Calculation Date 3 : (1) The agreed and accepted purchase price for such Eligible Asset as set forth in such Accepted Offer to Purchase:	$

1 For the avoidance of doubt, for purposes of calculating the Outstanding Value of an Eligible Loan Asset consisting of a commercial mortgage loan and a related mezzanine loan, all references in this Schedule IA to an Eligible Loan Asset shall include both the commercial mortgage loan and related mezzanine loan that comprise such Eligible Loan Asset.

2 To be used for each Eligible Loan Asset that was acquired by a Borrower.

3 In the case of any Eligible Loan Asset consisting of a commercial mortgage loan and a related mezzanine loan where the commercial mortgage loan or related mezzanine loan (but not both) is subject to an Accepted Offer to Purchase, the “Outstanding Value” of such Eligible Loan Asset under this clause 1.b. shall equal the sum of (x) the agreed and accepted purchase price for the portion of such Eligible Loan Asset that is subject to the Accepted Offer to Purchase plus (y) the “Outstanding Value” of the portion of such Eligible Loan Asset that is not subject to the Accepted Offer to Purchase as determined under clause 1.a. above.

J- 5

Borrowing Base Certificate


minus (2) The aggregate amount of all Eligible Loan Asset Principal Payments received by the applicable Borrower from such Eligible Loan Asset and not reflected in the purchase price set forth in such Accepted Offer to Purchase: Total for this clause 1.b. :		$ $
c.	If such Eligible Loan Asset was previously included in the
	borrowing pool under a Warehouse Line but has been removed
	from such borrowing pool, as of the Calculation Date:
	(1) The value that was attributed to such Eligible Loan Asset for
	purposes of calculating the Parent’s and its Subsidiaries’
	borrowing capacity under the Warehouse Line from which such
	Eligible Loan Asset was most recently removed, as determined
	under such Warehouse Line immediately prior to the removal of
	such Eligible Loan Asset therefrom:	$
	minus
	(2) The aggregate amount of all Eligible Loan Asset Principal
	Payments received by the applicable Borrower from such Eligible
	Loan Asset after the date such Eligible Loan Asset was removed
	from such Warehouse Line:	$
	minus
	(3) The amount, if any, by which the applicable Borrower has
	reduced the value of such Eligible Loan Asset on its books and
	records subsequent to the date such Eligible Loan Asset was
	removed from such Warehouse Line:	$
	Total for this clause 1.c. :	$
2. Outstanding Value (Least of Line 1.a., Line 1.b. (if applicable) and Line 1.c. (if applicable)):		$
3. Advance Rate for such Eligible Asset as of the Calculation Date:		%
4. Borrowing Base Contribution (Line 2, multiplied by Line 3) :		$

J- 6

Borrowing Base Certificate

B. [Name of Eligible Loan Asset] 4


1. Outstanding Value of Eligible Loan Asset as of the Calculation Date:
a.	(1) The face amount of such Eligible Loan Asset at the time of its
	origination by the applicable Borrower:	$
	minus
	(2)(a) The amount of any upfront fee that was paid by the
	borrower or any other obligor on such Eligible Asset to the
	applicable Borrower at the time of its origination:	$
	minus
	(2)(b) The amount of any original issue or similar discount that	$
	was applied to such Eligible Asset in connection with its
	origination by the applicable Borrower:
	minus	$
	(2)(c) The aggregate amount of all Eligible Loan Asset Principal
	Payments received by the applicable Borrower in respect of such
	Eligible Loan Asset:	$
	minus
	(2)(d) The amount, if any, by which the applicable Borrower has
	reduced the value of such Eligible Loan Asset on its books and
	records subsequent to the origination thereof :
	Total for this clause 1.a. :	$

4 To be used for each Eligible Loan Asset that was originated by a Borrower.

J- 7

Borrowing Base Certificate


b. If such Eligible Loan Asset is the subject of an Accepted Offer to
Purchase as of the Calculation Date 5 :
(1) The agreed and accepted purchase price for such Eligible
Loan Asset as set forth in such Accepted Offer to
Purchase:	$
minus
(2) The aggregate amount of all Eligible Loan Asset Principal
Payments received by the applicable Borrower from such Eligible
Loan Asset and not reflected in the purchase price set forth in
such Accepted Offer to Purchase:	$
Total for this clause 1.b. :	$
c. If such Eligible Loan Asset was previously included in the
borrowing pool under a Warehouse Line but has been removed
from such borrowing pool, as of the Calculation Date:
(1) The value that was attributed to such Eligible Loan Asset for
purposes of calculating the Parent’s borrowing capacity under the
Warehouse Line from which such Eligible Loan Asset was most
recently removed, as determined under such Warehouse Line
immediately prior to the removal of such Eligible Loan Asset
therefrom:	$
minus
(2) The aggregate amount of all Eligible Loan Asset Principal
Payments received by the applicable Borrower from such Eligible
Asset after the date such Eligible Loan Asset was removed from
such Warehouse Line:	$
minus
(3) The amount, if any, by which the applicable Borrower has
reduced the value of such Eligible Loan Asset on its books and
records subsequent to the date such Eligible Loan Asset was
removed from such Warehouse Line:	$

5 In the case of any Eligible Loan Asset consisting of a commercial mortgage loan and a related mezzanine loan where the commercial mortgage loan or related mezzanine loan (but not both) is subject to an Accepted Offer to Purchase, the “Outstanding Value” of such Eligible Asset under this clause 1.b. shall equal the sum of (x) the agreed and accepted purchase price for the portion of such Eligible Loan Asset that is subject to the Accepted Offer to Purchase plus (y) the “Outstanding Value” of the portion of such Eligible Asset that is not subject to the Accepted Offer to Purchase as determined under clause 1.a. above.

J- 8

Borrowing Base Certificate

Total for this clause 1.c. :

2. Outstanding Value

(Least of Line 1.a., Line 1.b. (if applicable) and Line 1.c. (if applicable)):

3. Advance Rate for such Eligible Asset as of the Calculation Date:

4. Borrowing Base Contribution (Line 2, multiplied by Line 3) :

J- 9

Borrowing Base Certificate

SUM OF BORROWING BASE CONTRIBUTIONS FOR ALL
ELIGIBLE LOAN ASSETS INCLUDED IN THE BORROWING
BASE AMOUNT AS OF THE CALCULATION

DATE: $

J- 10

Borrowing Base Certificate

SCHEDULE IB

to Borrowing Base Certificate

Aggregate Borrowing Base Contributions for all Eligible Property Assets as of the Calculation Date:

A. [Name of Eligible Property Asset] 6

Amount equal to *** of the undepreciated book value of such Eligible Property Asset determined in accordance with GAAP:

The DSC Amount for such Eligible Property Asset:

Lesser of Line 1.a. and Line 1.b.

1. Outstanding Value of Eligible Property Asset as of the Calculation Date:

a. Amount equal to *** of the undepreciated book value of such Eligible Property Asset determined in accordance with GAAP:

b. The DSC Amount for such Eligible Property Asset:

c. Lesser of Line 1.a. and Line 1.b.

6 ***

J- 11

Borrowing Base Certificate

B. [Name of Eligible Property Asset] 7

Amount equal to *** of the undepreciated book value of such Eligible Property Asset determined in accordance with GAAP:

The DSC Amount for such Eligible Property Asset:

Amount equal to *** of the Appraised Value of such Eligible Property Asset:

Least of Line 1.a., Line 1.b. and Line 1.c.

1. Outstanding Value of Eligible Property Asset as of the Calculation Date:

a. Amount equal to *** of the undepreciated book value of such Eligible Property Asset determined in accordance with GAAP:

b. The DSC Amount for such Eligible Property Asset:

c. Amount equal to *** of the Appraised Value of such Eligible Property Asset:

d. Least of Line 1.a., Line 1.b. and Line 1.c.

7 ***

J- 12

Borrowing Base Certificate

SUM OF BORROWING BASE CONTRIBUTIONS FOR ALL

ELIGIBLE PROPERTY ASSETS INCLUDED IN THE BORROWING

BASE AMOUNT AS OF THE CALCULATION

DATE: $

J- 13

Borrowing Base Certificate

SCHEDULE II

to Borrowing Base Certificate

Aggregate Non-Warehouse Eligible Amounts for all Eligible Non-Warehouse Assets as of the Calculation Date:

A. [Name of Eligible Non-Warehouse Asset]

1. Eligible Non-Warehouse Asset’s contribution to the Borrowing Base Amount as of the Calculation Date (as set forth on Schedule IA for such Eligible Non-Warehouse Asset):

2. Non-Warehouse Eligible Amount (Greater of (i) Line 1 and (ii) $0):

SUM OF NON-WAREHOUSE ELIGIBLE AMOUNTS FOR ALL

ELIGIBLE NON-WAREHOUSEASSETS INCLUDED IN THE

BORROWING BASE AMOUNT AS OF THE

CALCULATION DATE: $

J- 14

Borrowing Base Certificate

EXHIBIT K

FORM OF ELIGIBLE LOAN ASSET CREDIT MEMORANDUM

***

K-1

Eligible Asset Credit Memorandum

EXHIBIT L

FORM OF PLEDGED ADDITIONAL COLLATERAL ASSETS REPORT

See Attached.

L-1

Additional Collateral Assets Report

Additonal Collateral Borrowing Base

Loan

Subdebt

Y/N

Property Type

Current Loan

Balance

Balance at

Purchase or

Funding

Total
Commitment

Future Cash
Fundings

Leverage
Amount

Leverage%

SCG Purchase

Price or Funding
Amt

Discount/

Premium

Initial
Maturity

Date

Final
Maturity

Date

Current Fair

Value

Book Value

Subtotal: Unlevered

EXHIBIT M

FORM OF ELIGIBLE LOAN ASSETS REPORT

See Attached.

M-1

Eligible Loan Assets Report

Borrowing Base Report for Starwood


			Utilization	Remaining Capacity
Date of Report	07/16/12	$250mm BofA Corp Line $		$ 250,000,000
Date of Fair Market Value	06/30/12	$50mm Over Advance $		$ 50,000.000

QUARTERLY BORROWING BASE REPORT

Type

Name of Project

Location of
Underlying
Real Estate (State)

Underlying

Asset Type

Warehouse / Asset
Sale

Status (Prospective
Seller / Warehouse
Lender)

Dated Added to BB

Number of
days in BB

Aggregate
Current Debt
Balance (1)

NOI of Real
Estate

(TTM)

Loan Balance at
Purchase of
Acquisition

STWD
Purchase
Price

Current Book
Value of
STWD Debt

BofA Line
Allocated
Funded Amount

Projected
Amount Funde
Under the Repo

Amount
(Over)/Under
Funded Vs.
STWD
Warehouse

Note

1) The aggregate current debt is the amount of the senior, junior and pari passe debt

Exhibit 10.2

CREDIT AGREEMENT

dated as of

September 19, 2018

among

SPT INFRASTRUCTURE FINANCE SUB-1, LLC,

SPT INFRASTRUCTURE FINANCE SUB-2, LTD., and

SPT INFRASTRUCTURE FINANCE SUB-3, LLC,

as Borrowers,

SPT INFRASTRUCTURE FINANCE HOLDINGS, LLC,

as Pledgor,

THE LENDERS AND ISSUING LENDERS PARTY HERETO FROM TIME TO TIME,

MUFG BANK, LTD.,

as Administrative Agent

and

MUFG UNION BANK, N.A.,

as Collateral Agent

MUFG BANK, LTD.,

as Coordinating Lead Arranger

CONTENTS


		Page
ARTICLE I. DEFINITIONS		2

Section 1.01	Certain Defined Terms	2
Section 1.02	Terms Generally	47
Section 1.03	Accounting Terms	49

ARTICLE II. THE FACILITIES		49

Section 2.01	Term Loan Facility	49
Section 2.02	Revolving Credit Facility	50
Section 2.03	DDTL Facility	52
Section 2.04	[Reserved	54
Section 2.05	Revolving Letters of Credit	54
Section 2.06	DDTL Letters of Credit	59
Section 2.07	Loans and Borrowings	65
Section 2.08	Funding of Borrowings	65
Section 2.09	Interest Elections	66
Section 2.10	Termination and Reduction of the Commitments	68
Section 2.11	Repayment of Loans; Evidence of Debt	69
Section 2.12	Prepayment of Loans	70
Section 2.13	Fees	72
Section 2.14	Interest	73
Section 2.15	Inability to Determine Interest Rate	74
Section 2.16	Illegality	76
Section 2.17	Increased Costs	77
Section 2.18	Break Funding Payments	78
Section 2.19	Net of Taxes, etc.	79
Section 2.20	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	83
Section 2.21	Mitigation Obligations; Replacement of Lenders	87
Section 2.22	Defaulting Lenders	88
Section 2.23	Co-Borrowers	90
Section 2.24	Measurement Date Calculations	92

ARTICLE III. REPRESENTATIONS AND WARRANTIES		93

Section 3.01	Due Organization, Etc.	93
Section 3.02	Limited Liability Company Power, Etc.	93
Section 3.03	No Conflict	94
Section 3.04	Title	94
Section 3.05	All Consents Required.	94
Section 3.06	No Default	94
Section 3.07	Litigation, Etc.	94
Section 3.08	Compliance with Laws	94

Section 3.09	Purchase Documents and Underlying Credit Documents	94
Section 3.10	Material Adverse Effect	95
Section 3.11	Regulations T, U and X	95
Section 3.12	Information	95
Section 3.13	Investment Company	95
Section 3.14	Foreign Assets Control Regulations, Anti-Bribery and Anti-Corruption Laws.	96
Section 3.15	Security Documents	96
Section 3.16	ERISA; Labor Matters	96
Section 3.17	Single-Purpose Entity	97
Section 3.18	Capitalization and Related Matters	97
Section 3.19	Deposit Accounts and Securities Accounts	98
Section 3.20	Solvency	98
Section 3.21	Taxes	98
Section 3.22	Undisclosed Liabilities	98
Section 3.23	EEA Financial Institution	98

ARTICLE IV. CONDITIONS		98

Section 4.01	Conditions to Initial Extension of Credit	98
Section 4.02	Conditions to All Extensions of Credit After the Closing Date	101
Section 4.03	Conditions to Borrowing of a Delayed Acquisition Loan Asset Commitment	102

ARTICLE V. AFFIRMATIVE COVENANTS		103

Section 5.01	Limited Liability Company Existence; Etc.	103
Section 5.02	Conduct of Business	104
Section 5.03	Compliance with Laws and Obligations	104
Section 5.04	Governmental Approvals	104
Section 5.05	Maintenance of Title	104
Section 5.06	Insurance	104
Section 5.07	Maintenance of Records; Access to Records; Inspection Rights	104
Section 5.08	Payment of Taxes	105
Section 5.09	Information and Reporting Requirements	105
Section 5.10	Notices	107
Section 5.11	Use of Proceeds	108
Section 5.12	Further Assurances	108
Section 5.13	Receipts	109
Section 5.14	Compliance with Sanctioned Persons and Anti-Terrorism Laws	109
Section 5.15	Collateral Accounts	109
Section 5.16	Participations	110
Section 5.17	Post-Closing Matters	110

ARTICLE VI. NEGATIVE COVENANTS		110

Section 6.01	Fundamental Changes	110


Section 6.02	Subsidiaries	110
Section 6.03	Indebtedness; Guarantees	110
Section 6.04	Liens, Etc.	110
Section 6.05	Investments, Advances, Loans	110
Section 6.06	Business Activities	111
Section 6.07	Restricted Payments	111
Section 6.08	Asset Dispositions	111
Section 6.09	Accounting Changes	112
Section 6.10	Contractual Obligations	112
Section 6.11	Transactions with Affiliates	113
Section 6.12	Accounts	113
Section 6.13	Hedging Agreements	113
Section 6.14	Tax Status	113
Section 6.15	Anti-Terrorism, Anti-Bribery and Anti-Corruption Laws, and Sanctions	113
Section 6.16	Negative Pledge	113
Section 6.17	Investment Company Act	113

ARTICLE VII. EVENTS OF DEFAULT		114

Section 7.01	Events of Default	114
Section 7.02	Remedies	116
Section 7.03	Cash Collateralize L/C Exposure	117

ARTICLE VIII. THE AGENTS		117

Section 8.01	Appointment	117
Section 8.02	Other Business	117
Section 8.03	Duties and Obligations	117
Section 8.04	Reliance	118
Section 8.05	Sub-Agents	118
Section 8.06	Resignation	119
Section 8.07	Lender Acknowledgments	120
Section 8.08	Withholding Taxes	120
Section 8.09	Authorization	120
Section 8.10	Direction to Collateral Agent and Depositary Bank	120
Section 8.11	Coordinating Lead Arranger	120

ARTICLE IX. GUARANTY		121

Section 9.01	Guaranty	121
Section 9.02	Guaranty Absolute	121
Section 9.03	Waivers and Acknowledgments	122
Section 9.04	Subrogation	123
Section 9.05	Subordination	124
Section 9.06	Continuing Guaranty	124

iii

ARTICLE X. MISCELLANEOUS		125
Section 10.01	Notices	125
Section 10.02	Waivers; Amendments	128
Section 10.03	Expenses; Indemnity; Etc.	130
Section 10.04	Successors and Assigns	132
Section 10.05	Survival	138
Section 10.06	Counterparts; Integration; Effectiveness	138
Section 10.07	Severability	139
Section 10.08	Right of Setoff	139
Section 10.09	Governing Law; Jurisdiction; Etc.	139
Section 10.10	Headings	140
Section 10.11	Confidentiality	140
Section 10.12	No Third Party Beneficiaries	142
Section 10.13	Patriot Act	142
Section 10.14	Scope of Liability	142
Section 10.15	Limitation on Liability	143
Section 10.16	Use of Name	143
Section 10.17	Reinstatement	143
Section 10.18	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	144
Section 10.19	Certain ERISA Matters	144

APPENDIX A	-	Loan Asset Schedule
APPENDIX B	-	Specified Loan Assets
APPENDIX C	-	Designated Loan Assets
APPENDIX D	-	Delayed Acquisition Loan Assets

EXHIBIT A	-	Form of Assignment and Assumption
EXHIBIT B	-	Form of Note
EXHIBIT C-1	-	Form of Term Loan Borrowing Request
EXHIBIT C-2	-	Form of Revolving Loan Borrowing Request
EXHIBIT C-3	-	Form of DDTL Loan Borrowing Request
EXHIBIT C-4	-	Form of Notice of Issuance
EXHIBIT D	-	Form of Officer’s Certificate
EXHIBIT E	-	Form of Solvency Certificate
EXHIBIT F	-	Base Case Projections
EXHIBIT G	-	Form of Interest Election Request
EXHIBIT H	-	Form of LTV Certificate
EXHIBIT I	-	Form of ISCR Certificate
EXHIBIT J-1	-	Form of U.S. Tax Compliance Certificate (Foreign Lenders that are not Partnerships)
EXHIBIT J-2	-	Form of U.S. Tax Compliance Certificate (Foreign Participants that are not Partnerships)
EXHIBIT J-3	-	Form of U.S. Tax Compliance Certificate (Foreign Participants that are Partnerships)
EXHIBIT J-4	-	Form of U.S. Tax Compliance Certificate (Foreign Lenders that are Partnerships)

SCHEDULE 1.01	-	Commitments
SCHEDULE 5.17	-	Post Closing Matters

This CREDIT AGREEMENT (this “ Agreement ”), dated as of September 19, 2018, is among SPT INFRASTRUCTURE FINANCE SUB-1, LLC, a Delaware limited liability company (“ Borrower 1 ”), SPT INFRASTRUCTURE FINANCE SUB-2, LTD., an exempted company incorporated with limited liability in the Cayman Islands (“ Borrower 2 ”), SPT INFRASTRUCTURE FINANCE SUB-3, LLC, a Delaware limited liability company (“ Borrower 3 ” and, together with Borrower 1 and Borrower 2, collectively, the “ Borrowers ”), SPT INFRASTRUCTURE FINANCE HOLDINGS, LLC, a Delaware limited liability company (the “ Pledgor ”), THE LENDERS AND ISSUING LENDERS PARTY HERETO FROM TIME TO TIME, MUFG BANK, LTD., as the Administrative Agent, and MUFG UNION BANK, N.A., as the Collateral Agent.

WHEREAS, on the date hereof (a) certain Seller Parties (as defined in the Purchase Agreement) that are Affiliates of GE Capital Global Holdings, LLC (the “ Seller ”) intend to sell, and each Borrower, as a Designated Buyer Entity (as defined in the Purchase Agreement), intends to acquire, certain assets, including the Transferred Financing Contracts (as defined in the Purchase Agreement) and certain rights and assets related thereto (collectively, the “ Acquired Assets ”), which include certain funded term loan facilities, certain letter of credit facilities, certain revolving credit facilities and certain delayed draw term loan or construction loan facilities (collectively, the “ Acquisition ”) and (b) Sponsor intends to assign its rights and obligations in respect of the Acquisition of the Acquired Assets under the Purchase Agreement to the Borrowers in accordance with the PSA Assignment Agreement (the “ PSA Assignment ”).

WHEREAS, the Borrowers wish to finance a portion of the Transactions, and in connection therewith have requested that the Lenders (as hereinafter defined) extend credit to the Borrowers pursuant to, and subject to the terms of this Agreement, in the form of:

(a) a senior secured first lien term loan credit facility denominated in AUD of up to an aggregate principal amount of A$25,606,488.36 (the “ Term AUD Loan Facility ”);

(b) a senior secured first lien term loan credit facility denominated in CAD of up to an aggregate principal amount of C$26,546,901.17 (the “ Term CAD Loan Facility ”);

(c) a senior secured first lien term loan credit facility denominated in Dollars of up to an aggregate principal amount of $1,330,106,469.51 (the “ Term Dollar Loan Facility ”);

(d) a senior secured first lien term loan credit facility denominated in Euros of up to an aggregate principal amount of €52,130,120.58 (the “ Term Euro Loan Facility ”);

(e) a senior secured first lien term loan credit facility denominated in Sterling of up to an aggregate principal amount of £58,817,903.01 (the “ Term Sterling Loan Facility ”);

(f) a senior secured first lien revolving credit facility denominated in Dollars of up to an aggregate principal amount of $267,519,853.82 (the “ Revolving Dollar Credit Facility ”);

(g) a senior secured first lien revolving credit facility denominated in Euros of up to an aggregate principal amount of €10,560,034.94 (the “ Revolving Euro Credit Facility ”);

(h) a senior secured first lien revolving credit facility denominated in Sterling of up to an aggregate principal amount of £5,460,000.00 (the “ Revolving Sterling Credit Facility ”); and

(i) a senior secured first lien delayed draw term loan credit facility of up to an aggregate principal amount of $334,032,401.31 (the “ DDTL Facility ”).

The Lenders are prepared to extend the credit referred to in the preceding sentence upon the terms and conditions hereof, and, accordingly, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“ ABR ” means, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans constituting such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Acceptable Bank ” means any United States commercial bank(s) or financial institution(s) or a United States branch or subsidiary of a foreign commercial bank(s) or financial institution(s) having, or guaranteed or confirmed by an entity having, a long-term unsecured senior debt rating of at least A3 or better by Moody’s and A- or better by S&P.

“ Acceptable Letter of Credit ” shall mean an irrevocable letter of credit issued by an Acceptable Bank for the benefit of the Administrative Agent in Dollars that has a stated maturity date that is not earlier than twelve (12) months after the date of issuance of such letter of credit, and which letter of credit and all related documentation are reasonably satisfactory to the Administrative Agent. Any such letter of credit must be drawable if, (a) it is not renewed or replaced at least thirty (30) days prior to its stated maturity date or (b) the issuer thereof fails to satisfy the requirements of an “Acceptable Bank” and a replacement letter of credit has not been obtained from an Acceptable Bank within thirty (30) days thereafter. No Loan Party shall be the account party in respect of any such letter of credit and the issuing bank shall have no recourse to any Loan Party with respect to such letter of credit. At any time of determination, the amount of any Acceptable Letter of Credit shall be the undrawn face amount of such Acceptable Letter of Credit at such time.

“ Acceptable Equity ” means cash contributions to equity of any Borrower in Dollars made directly or indirectly by or on behalf of the Pledgor (other than the Required Equity Contribution Amount contributed on the Closing Date) or cash amounts withdrawn from the Distribution Account in accordance with Section 6.07 and Section 3.03(e)(i) of the Depositary Agreement. At any time of determination, the amount of any Acceptable Equity shall be the amount of such cash on deposit in an Acceptable Equity Escrow at such time.

“ Acceptable Equity Escrow ” means an escrow account established pursuant to an escrow agreement in form and substance reasonably acceptable to the Administrative Agent (other than any Collateral Account or the Loan Asset Securities Account) (it being understood that such

escrow agreement shall permit the Borrowers to apply such amounts to fund Underlying Unfunded Exposure pursuant to procedures reasonably acceptable to the Administrative Agent).

“ Acquired Assets ” has the meaning set forth in the recitals hereto.

“ Acquisition ” has the meaning set forth in the recitals hereto.

“ Additional Required Equity Amount ” means, as of any date of determination, the excess of the Underlying Unfunded Exposure over the Unfunded Exposure, in each case, as of such date of determination.

“ Adjusted LIBO Rate ” means, for any Interest Period, in each case, as determined by the Administrative Agent:

(a) in the case of any Eurodollar Loan denominated in an AUD:

(i) the rate per annum equal to (x) the BBSY divided by (y) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period;

(ii) if the rate referenced in the preceding clause (a)(i) is not available, the Interpolated Rate; or

(iii) if neither the rate referenced in the preceding clause (a)(i) nor the rate referenced in the preceding clause (a)(ii) is available, the Reference Bank Rate;

(b) in the case of any Eurodollar Loan denominated in CAD:

(i) the rate per annum equal to (x) the BA Rate divided by (y) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period;

(ii) if the rate referenced in the preceding clause (b)(i) is not available, the Interpolated Rate; or

(iii) if neither the rate referenced in the preceding clause (b)(i) nor the rate referenced in the preceding clause (b)(ii) is available, the Reference Bank Rate;

(i) the rate per annum equal to (x) the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars and the relevant period displayed (before any correction, recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London interbank market for deposits of amounts in Dollars for

delivery on the first day of such Interest Period divided by (y) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period;

(ii) if the rate referenced in the preceding clause (c)(i) is not available, the Interpolated Rate; or

(iii) if neither the rate referenced in the preceding clause (c)(i) nor the rate referenced in the preceding clause (c)(ii) is available, the Reference Bank Rate;

(d) in the case of any Eurodollar Loan denominated in Euros:

(i) the rate per annum equal to (x) the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters, determined as of approximately 11:00 a.m. (Brussels time) two TARGET Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the European interbank market for deposits of amounts in Euros for delivery on the first day of such Interest Period divided by (y) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period; or

(ii) if the rate referenced in the preceding clause (d)(i) is not available, the Interpolated Rate; or

(iii) if neither the rate referenced in the preceding clause (d)(i) nor the rate referenced in the preceding clause (d)(ii) is available, the Reference Bank Rate; or

(e) in the case of any Eurodollar Loan denominated in Sterling:

(i) the rate per annum equal to (x) the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Sterling and the relevant period displayed (before any correction, recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters, determined as of approximately 11:00 a.m. (London time) on the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London interbank market for deposits of amounts in Sterling for delivery on the first day of such Interest Period divided by (y) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period; or

(ii) if the rate referenced in the preceding clause (e)(i) is not available, the Interpolated Rate; or

(iii) if neither the rate referenced in the preceding clause (e)(i) nor the rate referenced in the preceding clause (e)(ii) is available, the Reference Bank Rate;

provided that in no event shall the Adjusted LIBO Rate be less than zero (0).

“ Administrative Agent ” means MUFG Bank, Ltd., in its capacity as administrative agent for the Lenders hereunder, and any successor thereto appointed pursuant to Article VIII .

“ Administrative Questionnaire ” means a questionnaire, in a form supplied by the Administrative Agent, completed by a Lender.

“ Agents ” means, collectively, the Administrative Agent, the Collateral Agent and the Depositary Bank.

“ Agreement ” has the meaning assigned to such term in the preamble.

“ Alternate Base Rate ” means, for any day (or if such day is not a Business Day, on the immediately preceding Business Day), (a) in the case of any ABR Loan denominated in Dollars, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the sum of (x) the Federal Funds Effective Rate in effect for such day plus (y) 0.50% and (iii) the one month Adjusted LIBO Rate for Dollars, plus 1.00% and (b) in the case of any ABR Loan denominated in CAD, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the Canadian Prime Rate in effect for such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Canadian Prime Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Canadian Prime Rate, as the case may be.

“ Anti-Bribery and Anti-Corruption Laws ” means the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, as well as any other laws and regulations addressing prohibitions against improper payments, bribery, or other corrupt activity, in each case, applicable to the Loan Parties.

“ Anti-Terrorism Laws ” means any of the following: (a) the Anti-Terrorism Order; (b) the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations); (c) the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations); (d) the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations); (e) the PATRIOT Act; (f) The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959); (g) any regulations promulgated pursuant to the laws, orders and regulations listed in the foregoing clauses (a)–(f) of this definition; (h) other anti-money laundering laws or (i) comparable laws, rules and directives administered or enforced by

the U.S. Department of State, the United Nations Security Council, the European Union, a member state of the European Union or any other relevant sanction authority.

“ Anti-Terrorism Order ” means Section 1 of Executive Order 13224 of September 24, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (Title 12, Part 595 of the U.S. Code of Federal Regulations).

“ Applicable Accounting Requirements ” means generally accepted accounting principles, as in effect from time to time in the United States.

“ Applicable Law ” means, with respect to any Person, property or matter, any of the following applicable thereto: any constitution, statute, law, regulation, ordinance, rule, judgment, rule of common law, order, decree, Governmental Approval, authorization, approval, concession, grant, franchise, license, agreement, directive, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of, any of the foregoing, including without limitation Environmental Laws, by any Governmental Authority having the force of law, whether in effect as of the Closing Date or thereafter and in each case as amended.

“ Applicable Margin ” means, with respect to any ABR Loan or Eurodollar Loan, the applicable rate per annum determined pursuant to the applicable interest grid set forth below:

Period	Loans made in AUD
Period	Eurodollar	ABR
On the Closing Date and until (but excluding) the first (1st) anniversary thereof	1.50%	N/A
On the first (1st) anniversary of the Closing Date and until (but excluding) the second (2nd) anniversary of the Closing Date	1.75%	N/A
On the second (2nd) anniversary of the Closing Date and until (and including) the Maturity Date	2.00%	N/A

Period	Loans made in CAD
Period	Eurodollar	ABR
On the Closing Date and until (but excluding) the first (1st) anniversary thereof	1.50%	0.50%
On the first (1st) anniversary of the Closing Date and until (but excluding) the second (2nd) anniversary of the Closing Date	1.75%	0.75%
On the second (2nd) anniversary of the Closing Date and until (and including) the Maturity Date	2.00%	1.00%

Period	Loans made in Dollars
Period	Eurodollar	ABR
On the Closing Date and until (but excluding) the first (1st) anniversary thereof	1.50%	0.50%
On the first (1st) anniversary of the Closing Date and until (but excluding) the second (2nd) anniversary of the Closing Date	1.75%	0.75%
On the second (2nd) anniversary of the Closing Date and until (and including) the Maturity Date	2.00%	1.00%

Period	Loans made in Euros
Period	Eurodollar	ABR
On the Closing Date and until (but excluding) the first (1st) anniversary thereof	1.50%	N/A
On the first (1st) anniversary of the Closing Date and until (but excluding) the second (2nd) anniversary of the Closing Date	1.75%	N/A
On the second (2nd) anniversary of the Closing Date and until (and including) the Maturity Date	2.00%	N/A

Period	Loans made in Sterling
Period	Eurodollar	ABR
On the Closing Date and until (but excluding) the first (1st) anniversary thereof	1.50%	N/A
On the first (1st) anniversary of the Closing Date and until (but excluding) the second (2nd) anniversary of the Closing Date	1.75%	N/A
On the second (2nd) anniversary of the Closing Date and until (and including) the Maturity Date	2.00%	N/A

“ Applicable Percentage ” means, with respect to any Lender and in respect of any Class, the percentage of the total Commitments of such Class represented by such Lender’s Commitment of such Class. If any Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the applicable Commitments most recently in effect, giving effect to any assignments having taken effect as of such time.

“ Approved Fund ” means, with respect to any Lender, any Person (other than a natural person) that invests in commercial loans and is administered or managed by such Lender, an Affiliate of such Lender or an Affiliate of an entity that administers or manages such Lender.

“ 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 10.04 ), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent and (unless an Event of Default has occurred and is continuing at such time) the Borrowers (such approval not to be unreasonably withheld, delayed or conditioned).

“ AUD ” and “ A$ ” mean the lawful currency of the Commonwealth of Australia.

“ Authorized Officer ” means, with respect to any Person, any executive officer, director or Financial Officer of such Person, any Person that has been duly authorized as an authorized signatory (or similar designation) of such Person in respect of the applicable matter or issue in question, or of any member of such Person responsible for the administration or supervision of the obligations of such Person in respect of this Agreement and/or any other Transaction Document.

“ BA Rate ” shall mean the rate per annum which is the rate determined as being the arithmetic average of the annual yield rates applicable to Canadian bankers’ acceptances having terms equivalent to the applicable Interest Period as displayed and identified as such on the Thomson Reuters Monitor Screen Page CDOR Page as of 11:00 a.m. (Toronto time) two Business Days prior to the beginning of the Interest Period. If such rate does not appear on the Thomson Reuters Monitor Screen Page CDOR Page as contemplated above, such rate will be the rate of interest per annum, as determined by the Administrative Agent (rounded upwards, if necessary, to the nearest 1/100 of 1%) as the average offered rate for bankers’ acceptances issued by Schedule I Canadian chartered banks on such date having a maturity date comparable to the last day of the applicable Interest Period; provided that if such rate is less than 0.00% per annum, such rate shall be deemed to be 0.00% per annum.

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

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

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “ Bankruptcy ”, as now and hereafter in effect.

“ Base Case Projections ” means the financial model forecasting the revenues and expenditures of the Borrowers for time periods and based upon assumptions and methodology agreed upon by the Borrowers and the Coordinating Lead Arranger on the Closing Date, as attached as Exhibit F and as updated from time to time pursuant to Section 5.09(d) .

“ BBSY ” means (a) the Australian Bank Bill Swap Reference Rate (Bid) administered by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period and displayed (before any correction, recalculation or republication by the administrator) on page BBSY of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters; or (b) if the rate described

in clause (a) above is not available, the sum of (i) the Australian Bank Bill Swap Reference Rate administered by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period and displayed (before any correction, recalculation or republication by the administrator) on page BBSW of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters; and (ii) 0.05% per annum, in each case determined as of approximately 10:30 a.m. (Sydney time) on the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the Australian interbank market for deposits of amounts in AUD for delivery on the first day of such Interest Period.

“ 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”.

“ Bona Fide Debt Fund ” means a debt fund or investment vehicle (other than any person referred to in clause (a) of the definition of “Disqualified Institution”) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business which is managed, sponsored or advised by any Person Controlling, Controlled by or under common Control with a Competitor or Affiliate thereof, as applicable, and for which no personnel involved with the investment decisions of such Competitor or Affiliate thereof, as applicable, (i) makes any investment decisions or (ii) receives access to any information (other than information publicly available) relating to any Borrower through such debt fund or investment vehicle.

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

“ Borrower Allocation Statement ” has the meaning assigned to such term in Section 2.23(d) .

“ Borrowers ” has the meaning assigned to such term in the preamble.

“ Borrower 1 ” has the meaning assigned to such term in the preamble.

“ Borrower 2 ” has the meaning assigned to such term in the preamble.

“ Borrower 3 ” has the meaning assigned to such term in the preamble.

“ Borrowing ” means the making, conversion or continuation of (a) all ABR Loans of the same Class on the same date or (b) all Eurodollar Loans of the same Class which have the same Interest Period (as the context requires) on the same date.

“ Borrowing Request ” means the Term Loan Borrowing Request, the Revolving Loan Borrowing Request and/or the DDTL Loan Borrowing Request (as the context requires).

“ Business Day ” means:

(a) any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York, London, Toronto, Brussels, Sydney or the jurisdiction where the Administrative Agent’s office is located; and

(b) if such day relates to any interest rate settings as to a Eurodollar Loan or Letter of Credit denominated in AUD, CAD, Dollars or Sterling, any fundings, settlements, payments and disbursements in such Currency, or any other dealings in such Currency to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan or Letter of Credit, any such day described in clause (a) above which is also a day on which dealings in deposits in such Currency are conducted by and between banks in the London interbank market; and

(c) if such day relates to Euros, any fundings, disbursements, settlements and payments in Euros in respect of any such Eurodollar Loan or Letter of Credit, or any other dealings in Euros to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan or Letter of Credit, any such day described in clause (a) above that is also a TARGET Day.

“ CAD ” and “ C$ ” mean dollars in the lawful currency of Canada.

“ Canadian Prime Rate ” means a rate of interest per annum equal to the greatest of (a) the floating nominal annual rate of interest then in effect established by the Administrative Agent, from time to time as its Canadian “prime rate” reference rate of interest for the determination of interest rates that the Administrative Agent charges to customers for CAD demand commercial loans made by it in Canada, and (b) the one month Adjusted LIBO Rate for CAD plus 1.00%.

“ Cash Collateralize ” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing Lenders, the Revolving Lenders or the DDTL Lenders, as applicable, as collateral for Letter of Credit Exposure or obligations of the Revolving Lenders or the DDTL Lenders, as applicable, to fund participations in respect of Letter of Credit Exposure, cash or deposit account balances or, if each applicable Issuing Lender shall agree in its sole discretion, other credit support, in each case in an amount equal to 102.5% of the amount of such Letter of Credit Exposure or obligations being so Cash Collateralized and pursuant to documentation in form and substance reasonably satisfactory to such Issuing Lenders. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Flow Available for Interest Expense ” means, for any period, an amount in Dollars equal to (a) Interest Receipts with respect to Eligible Loan Assets collected for such period and deposited in the Interest Receipts Account minus (b) fees paid during such period pursuant to Section 2.13(b) and (d) (other than fees paid on the Closing Date), minus (c) Operating Expenses paid during such period; it being understood that, with respect to any such amounts denominated in a currency other than Dollars, the amount thereof for purposes of this definition shall be the Dollar Equivalent thereof.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; 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 in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Change of Control ” means the occurrence of any of the following:

(a) the Sponsor fails to own and control 100% of the indirect voting and economic interests in each Borrower; or

(b) the Pledgor fails to own and control 100% of the direct voting and economic interests in each Borrower.

For the avoidance of doubt, transfers of direct or indirect equity interests in the Sponsor shall not be deemed a Change of Control nor require any approvals from any Agent or any Lender.

“ Claims ” has the meaning assigned to such term in Section 10.03(b) .

“ Class ”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are Term AUD Loans, Term CAD Loans, Term Dollar Loans, Term Euro Loans, Term Sterling Loans, Revolving Dollar Loans, Revolving Euro Loans, Revolving Sterling Loans or DDTL Loans; (b) when used in reference to any Commitment, refers to whether such Commitment is a Term AUD Loan Commitment, Term CAD Loan Commitment, Term Dollar Loan Commitment, Term Euro Loan Commitment, Term Sterling Loan Commitment, Revolving Dollar Commitment, Revolving Euro Commitment, Revolving Sterling Commitment or DDTL Commitment; (c) when used in reference to any Letter of Credit, refers to whether such Letter of Credit is a Revolving Letter of Credit or DDTL Letter of Credit; (d) when used in reference to any Letter of Credit Exposure, refers to whether such Letter of Credit Exposure is Revolving Letter of Credit Exposure or DDTL Letter of Credit Exposure, (e) when used in reference to any Lender, whether such Lender is a Term Loan Lender, Revolving Lender or DDTL Lender, (f) when used in reference to any Issuing Lender, refers to whether such Issuing Lender is a Revolving Issuing Lender or DDTL Issuing Lender, and (g) when used in reference to any Letter of Credit Disbursement, whether such Letter of Credit Disbursement is a Revolving Letter of Credit Disbursement or a DDTL Letter of Credit Disbursement.

“ Closing Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02 ).

“ Closing Date Material Adverse Effect ” mean a “Material Adverse Effect” as defined in the Purchase Agreement.

“ Code ” means the U.S. Internal Revenue Code of 1986.

“ Collateral ” means any and all assets and Property of any Loan Party encumbered or intended to be encumbered by Liens of the Secured Parties securing the Obligations intended to be constituted from time to time by or pursuant to, or evidenced by, the Security Documents.

“ Collateral Accounts ” has the meaning assigned to such term in the Depositary Agreement.

“ Collateral Agent ” means MUFG Union Bank, N.A., in its capacity as collateral agent for the Secured Parties under the Security Documents, and any successor thereto appointed pursuant to Section 5.01 of the Security Agreement.

“ Collection Account ” has the meaning assigned to such term in the Depositary Agreement.

“ Commitment ” means, with respect to each Lender, a Term Loan Commitment of such Lender, a Revolving Commitment of such Lender or a DDTL Commitment of such Lender (as the context requires).

“ Commitment Letter ” means the commitment letter, dated as of August 6, 2018, between the Coordinating Lead Arranger and the Sponsor, as amended by that certain letter agreement, dated as of August 29, 2018.

“ Communications ” has the meaning assigned to such term in Section 10.01(i) .

“ Competitor ” means any Person or entity which competes in a direct, significant or material way with the Sponsor or any Affiliate of any of the foregoing in owning energy generation facilities, in each case as determined by any Borrower in its good faith discretion and notified to the Administrative Agent by written notice, other than a Bona Fide Debt Fund.

“ Coordinating Lead Arranger ” means MUFG Bank, Ltd.

“ Currency ” means AUD, CAD, Dollars, Euros or Sterling, as the context may require.

“ DDTL Commitment ” means, with respect to each DDTL Lender, the commitment, if any, of such DDTL Lender to make DDTL Loans hereunder, expressed as an amount representing the maximum aggregate principal amount of the DDTL Loans to be made by such DDTL Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.03(a) or 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such DDTL Lender pursuant to Section 10.04 . The initial amount of each DDTL Lender’s DDTL Commitment is set forth on Schedule 1.01 , or in the Assignment and Assumption pursuant to which such DDTL Lender shall have assumed its DDTL Commitment, as applicable. The initial aggregate amount of all the DDTL Lenders’ DDTL Commitments is $334,032,401.31.

“ DDTL Facility ” has the meaning set forth in the recitals hereto.

“ DDTL Issuing Lender ” means MUFG Bank, Ltd., in its capacity as an issuer of DDTL Letters of Credit hereunder, and its successors in such capacity.

“ DDTL Lender ” means a Lender with a DDTL Commitment or outstanding DDTL Loans.

“ DDTL Letter of Credit ” means any letter of credit issued by any DDTL Issuing Lender to the beneficiary thereunder, pursuant to Section 2.06 and in form and substance reasonably acceptable to such DDTL Issuing Lender.

“ DDTL Letter of Credit Disbursement ” means a payment made by any DDTL Issuing Lender pursuant to any DDTL Letter of Credit.

“ DDTL Letter of Credit Exposure ” means, (a) with respect to any DDTL Issuing Lender, at any time, the sum of (i) the aggregate undrawn amount of any DDTL Letter of Credit at such time issued by such DDTL Issuing Lender and (ii) the aggregate amount of all DDTL Letter of Credit Disbursements of such DDTL Issuing Lender that have not yet been reimbursed by or on behalf of the Borrowers at such time and (b) with respect to any DDTL Lender, at any time, the aggregate amount of all participations by such DDTL Lender in any outstanding DDTL Letters of Credit or DDTL Letter of Credit Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time.

“ DDTL Letter of Credit Termination Date ” means the earlier of (a) five (5) Business Days prior to the Maturity Date and (b) the date of the termination of the DDTL Commitments pursuant to the terms of this Agreement.

“ DDTL Loan ” refers to a Loan made by the Lenders pursuant to Section 2.03(a)(i) .

“ DDTL Loan Availability Period ” means the period from and including the Business Day after the Closing Date to (and including) the earlier of (a) the Maturity Date and (b) the date of acceleration of the DDTL Loans pursuant to Section 7.02 .

“ DDTL Loan Borrowing Request ” means a request by any Borrower for a Borrowing of DDTL Loans in accordance with Section 2.03 .

“ DDTL Reimbursement Date ” has the meaning assigned to such term in Section 2.06(f)(i) .

“ DDTL Reimbursement Obligation ” has the meaning assigned to such term in Section 2.06(f)(i) .

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“ Default ” means any event or condition that, with the giving of notice, lapse of time or upon declaration or determination being made (or any combination thereof) would constitute an Event of Default.

“ Default Rate ” has the meaning assigned to such term in Section 2.14(c) .

“ Defaulting Lender ” means any Lender with respect to which a Lender Default is in effect.

“ Delayed Acquisition Loan Asset ” means each loan, security or other financial accommodation set forth on Appendix D .

“ Delayed Acquisition Loan Assets Commitment ” means, with respect to any Delayed Acquisition Loan Asset, a portion of the DDTL Commitment in an amount set forth opposite such Loan Asset in column “DDTL” on Appendix D , subject to reduction in accordance with Section 2.03.

“ Deposit Accounts ” means a “deposit account” as that term is defined in Section 9‑102(a) of the UCC.

“ Depositary Agreement ” means the Depositary Agreement, dated as of the Closing Date, by and among the Borrowers and the Agents.

“ Depositary Bank ” means MUFG Union Bank, N.A., in its capacity as depositary bank under the Depositary Agreement, and any successor thereto appointed pursuant to Section 4.07 of the Depositary Agreement.

“ Designated Loan Assets ” means the Loan Assets set forth on Appendix C ; provided that, the rate of any withholding tax on interest payments under such Loan Assets shall not exceed 15%; provided further , that, any principal payments under such Loan Assets are not subject to any withholding tax under any circumstances.

“ Disposition ” means the conveyance, sale, lease, transfer or other disposal of any Property of any Borrower permitted pursuant to Section 6.08 (other than pursuant to Section 6.08(b) ).

“ Disqualified Institution ” means, on any date, (a) any Person designated by or on behalf of any Borrower as a “Disqualified Institution” pursuant to that certain email correspondence sent to the Coordinating Lead Arranger and its counsel at 7:23 p.m. on August 5, 2018, (b) any other Person that is a Competitor and (c) any Affiliate of any Person referred to in clause (a) or (b) (other than, in the case of clause (b), any Bona Fide Debt Fund of such Person) above who is reasonably identifiable through having the same or a similar name to a Person or commonly known to be an Affiliate of a Person, in each case, identified in such clause (a) or (b) above, as applicable.

“ Distribution Account ” has the meaning assigned to such term in the Depositary Agreement.

“ Dollar Equivalent ” means, as of any date of determination, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in any other

currency, the equivalent amount thereof in Dollars on the basis of the Exchange Rate as of such date of determination.

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

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

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

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

“ Eligible Amount ” means, as of the time of determination an amount in Dollars equal to the sum of, without duplication, (a) with respect to the Eligible Loan Assets (other than any Specified Loan Assets), the aggregate amount, without duplication, of (i) the outstanding principal amount of loans, securities or other financial accommodations, (ii) the unused commitments and (iii) the undrawn face amount of outstanding letters of credit, in each case under such Loan Assets, plus (b) at any time on or prior to the first anniversary of the Closing Date, with respect to any Specified Loan Assets that are Eligible Loan Assets, 58.8% of the aggregate amount, without duplication, of (i) the outstanding principal amount of loans, securities or other financial accommodations, (ii) the unused commitments and (iii) the undrawn face amount of outstanding letters of credit, in each case under such Loan Assets, plus (c) with respect to each Loan Asset that is not an Eligible Loan Asset, the product of the Specified Percentage with respect to such Loan Asset and the sum of the aggregate amount, without duplication, of (i) the outstanding principal amount of loans, securities or other financial accommodations, (ii) the unused commitments and (iii) the undrawn face amount of outstanding letters of credit, in each case under such Loan Asset, plus (d) with respect to each Delayed Acquisition Loan Asset, until the earlier of (A) the date on which such Delayed Acquisition Loan Asset becomes a Loan Asset pursuant to the definition thereof and (B) the date on which the corresponding Delayed Acquisition Loan Asset Commitment is reduced or terminated pursuant to Section 2.03, the aggregate amount, without duplication, of the outstanding principal amount of loans, securities or other financial accommodations under such Delayed Acquisition Loan Assets; it being understood that, with respect to any Loan Asset (or such other amount) denominated in a currency other than Dollars, the amount of such Loan Asset (or such other amount) for purposes of this definition shall be the Dollar Equivalent thereof.

“ Eligible Loan Asset ” means each outstanding Loan Asset identified on the Loan Asset Schedule which, at the time of determination, (a) is subject to a valid, subsisting and enforceable first priority perfected security interest (subject only to Permitted Encumbrances entitled to priority under Applicable Law) in favor of the Collateral Agent, on behalf of the Secured Parties, and which is owned by the applicable Borrower, free and clear of all Liens other than Permitted

Encumbrances, (b) is not subordinate in right of payment to any other Indebtedness or other obligation of the applicable Underlying Obligor, (c) is secured by a valid and perfected first priority lien in, to or on substantially all of the Underlying Obligor’s assets in accordance with the Underlying Credit Documents for such Loan Asset, (d) to the knowledge of the applicable Borrower, constitutes a legal, valid, binding and enforceable obligation of the Underlying Obligor thereunder, enforceable against such Person in accordance with its terms, subject to usual and customary bankruptcy, insolvency and equity limitations, (e) (i) is not subject to an Underlying Obligor payment default under such Loan Asset that continues and has not been cured after giving effect to any grace period applicable thereto (other than the payment event of default described in the Disclosure Schedules to the Purchase Agreement under Section 4.02(e)(i)(x) as of August 7, 2018 with respect to the Underlying Credit Documents of Cordal Windfarms Limited), (ii) is not subject to a default of the type set forth in Section 7.01(e) , ( f ) or (g) that continues and has not been cured after giving effect to any grace period applicable thereto and (iii) is not subject to a default under the Underlying Credit Documents that continues and has not been cured after giving effect to any grace period applicable thereto and the holders of such Loan Asset have accelerated the repayment of the Loan Asset (but only until such acceleration has been rescinded) or have otherwise elected to exercise rights and remedies thereunder, in each case in the manner provided in the Underlying Credit Documents, (f) has not been subject to a Material Modification, (g) is not subject to any litigation, dispute, refund, claims or rights of rescission, set-off, netting, counterclaim or other defense (including the defense of usury) by or of the Underlying Obligor thereunder, (h) is not subject to United States or foreign withholding tax unless the Underlying Obligor thereon is required under the terms of the related Underlying Credit Documents to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis, other than in the case of any Designated Loan Asset, (i) the applicable Borrower has all necessary consents, licenses, approvals, authorizations and permits required by Applicable Law to purchase and own such Loan Asset in the manner such Loan Asset is then held by such Borrower in the jurisdiction where the Underlying Obligor and/or collateral under such Loan Asset is located, (j) except with respect to the Specified Loan Assets, to the extent rated as of the Closing Date by Moody’s or S&P, maintains a minimum rating of at least B- by S&P (if rated by S&P as of the Closing Date) and B3 by Moody’s (if rated by Moody’s as of the Closing Date), (k) except with respect to the Specified Loan Assets, to the extent not rated by Moody’s or S&P as of the Closing Date, the Borrowers have not received written notice from the Administrative Agent after consultation by the Administrative Agent with the Sponsor that such Loan Asset has been classified as “doubtful” or “loss” (or any equivalent classifications and, in each case, with such terms defined as disclosed to the Sponsor by the Administrative Agent prior to August 7, 2018 subject to any changes thereto by the applicable regulator) by any applicable regulator or the Administrative Agent, (l) the applicable Borrower is not a “defaulting lender” (or similar concept) under the applicable Underlying Credit Documents, (m) is not a participation interest, unless it is a Participation Interest and (n) (i) neither the Underlying Obligor nor any other material obligor thereunder is an individual or entity currently the subject of any Sanctions, and no such Underlying Obligor or material obligor is located, organized or resident in a Sanctioned Country and (ii) to the knowledge of the Borrowers, neither the Underlying Obligor or any other material obligor thereunder nor any Person that Controls such Underlying Obligor or material obligor is in violation in any material respects of any Anti-Terrorism Laws, “know your customer” obligations or money laundering including the PATRIOT Act.

“ Environmental Claim ” means any written notice, claim, administrative, regulatory, or judicial action, suit, judgment, demand, order or settlement by any Person alleging or asserting liability under any Environmental Law, including for investigatory costs, costs of response, removal, remediation or cleanup, governmental response costs, damages to the environment or natural resources, personal injuries due to exposure to Hazardous Substance or fines or penalties arising out of, based on or resulting from (a) the presence, use, Release or threatened Release into the environment of, or exposure to, any Hazardous Substance or (b) any violation of any Environmental Law or any Governmental Approval required under any Environmental Law.

“ Environmental Law ” means any and all Applicable Laws relating to pollution, safety or the protection of human health, natural resources (including any protected species) or the environment (air, groundwater, surface water, drinking water, land or soil, surface or subsurface strata or medium, natural resources or other environmental media, including any cultural, archeological or paleontological resources) or the use or Release into the environment of any Hazardous Substances, including the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. Sections 9601 et seq .), the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq .), the Clean Air Act (42 U.S.C. Sections 7401 et seq .), the Rivers and Harbors Act of 1899 (33 U.S.C. § 403), Title 14 Code of Federal Regulations, Federal Aviation Administration Regulations (Navigation Hazards) Part 77 (14 C.F.R. Part 77), Safe Drinking Water Act (42 U.S.C. Section 300f et seq. ), National Environmental Policy Act (42 U.S.C. Sections 4321 et seq .), Oil Pollution Act of 1990 (33 U.S.C. Section 2701 et seq. ) , Pollution Prevention Act of 1990 (42 U.S.C. Section 13101 et seq. ), Endangered Species Act (16 U.S.C. Sections 1531 et seq. ), Migratory Bird Treaty Act (16 U.S.C. Sections 701 et seq. ), Bald and Golden Eagle Protection Act (16 U.S.C. Sections 668 et seq .), Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. Sections 1101 et seq. ), the Clean Water Act (33 U.S.C. Sections 1251 et seq .), the Hazardous Materials Transportation Act (49 U.S.C. Sections 1801 et seq .), and the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq .), and the regulations promulgated pursuant to any of the foregoing and similar or applicable state and local statutes and regulations, all as may be amended from time to time.

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

“ ERISA Affiliate ” means any Person, trade or business that, together with any Borrower, is or was treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“ ERISA Event ” means: (a) a Reportable Event with respect to a Pension Plan; (b) the failure by any Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules or the filing of an application for the waiver of the minimum funding standards under the Pension Funding Rules; (c) the incurrence by any Borrower or any ERISA Affiliate of any liability under Section 4063 or 4064 of ERISA due to the termination of a Pension Plan or a cessation of operations with respect to a Pension Plan which is treated as a withdrawal under Section 4062(e) of ERISA; (d) a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) by any Borrower or any ERISA Affiliate from a Multiemployer Plan or receipt of notification that a Multiemployer Plan is “insolvent” (within the meaning of Section 4245 of ERISA); (e) the filing of a notice of intent to terminate a Pension Plan or

Multiemployer Plan under, or the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under, Section 4041 of ERISA; (f) the institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (g) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (h) the determination that any Pension Plan is in “at-risk status” (within the meaning of Section 430 of the Code or Section 303 of ERISA) or that a Multiemployer Plan is in “endangered status”, “seriously endangered” or “critical status” (within the meaning of Section 432 of the Code or Section 305 of ERISA); (i) the imposition or incurrence of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate; (j) the imposition of any liability on any Borrower or any ERISA Affiliate pursuant to Section 4069 of ERISA by reason of Section 4212(c) of ERISA; (k) the imposition of a Lien upon any Borrower pursuant to Section 436(f) or Section 430(k) of the Code or Section 303(k) of ERISA; or (l) the making of an amendment to a Pension Plan that could result in the posting of bond or security under Section 436(f)(1) of the Code.

“ 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.

“ Euro ” and “ € ” mean the single currency of the European Union as constituted by the Treaty on European Union and as referred to in EMU Legislation.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” has the meaning assigned to such term in Section 7.01 .

“ Exchanged Currency ” has the meaning assigned to such term in the definition of “Exchange Rate”.

“ Exchange Rate ” means the rate at which any currency (the “ Original Currency ”) may be exchanged into AUD, CAD, Dollars, Euros or Sterling (the “ Exchanged Currency ”), as the case may be, as set forth on such date on the relevant Thomson Reuters screen at or about 11:00 a.m., on such date. In the event that such rate does not appear on the Thomson Reuters screen, the “Exchange Rate” with respect to such Original Currency into such Exchanged Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowers or, in the absence of such agreement, such “Exchange Rate” shall instead be the Spot Rate.

“ Excluded Amount ” means any amount identified by the Borrowers that the Administrative Agent agrees in its reasonable discretion was (a) interest or fees (including origination, agency, structuring, management or other up-front fees) that are for the account of any Person from whom the applicable Borrower purchased such Loan Asset (including, without limitation, interest accruing prior to the date such Loan Asset is purchased by the applicable Borrower), (b) any escrows relating to Taxes, insurance and other amounts in connection with Loan Assets which in each case are held in an escrow account for the benefit of the Underlying Obligor and the secured

party pursuant to escrow arrangements under Underlying Credit Documents or (c) deposited into a Collateral Account in error.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by a Borrower under Section 2.21(b) ) or (ii) such Lender changes its lending office, except in each case, to the extent that, pursuant to Section 2.19 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.19(h) and (d) any withholding Taxes imposed under FATCA.

“ Facilities ” means the Term Loan Facility, the Revolving Credit Facility and the DDTL Facility.

“ 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), and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any U.S. or non-U.S. fiscal or regulatory legislation, guidance notes, rules or practices adopted pursuant to any intergovernmental agreement (including the intergovernmental agreement relating to the foregoing between the Cayman Islands and the United States signed on November 29, 2013), treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided that the “Federal Funds Effective Rate” shall not be less than zero.

“ Fee Letter ” means (a) the fee letter, dated as of August 6, 2018, between the Coordinating Lead Arranger and the Sponsor, as amended by that certain letter agreement, dated as of the Closing Date and (b) the fee schedule, dated as of the Closing date, executed by the Borrowers in favor of the Collateral Agent and the Depositary Bank.

“ Financial Officer ” means, for any Person, the chief financial officer, principal accounting officer, treasurer, assistant treasurer, controller, assistant controller or similar accounting or

financial principal of such Person or of any member of such Person responsible for the financial or accounting functions of such Person.

“ Financing Documents ” means this Agreement, each Note, the Security Documents, the Fee Letter and the Letter of Credit Documents.

“ Fiscal Year ” means, with respect to any Person, the fiscal year of such Person.

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

“ Fraudulent Transfer Laws ” has the meaning set forth in Section 2.23(a) .

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to any Issuing Lender (other than any Defaulting Lender that is an Affiliate of such Issuing Lender), such Defaulting Lender’s Letter of Credit Exposure with respect to Letters of Credit issued by such Issuing Lender other than Letter of Credit Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“ Funding Borrower ” has the meaning set forth in Section 2.23(b) .

“ Funds Flow Memorandum ” means a memorandum setting forth the flow of funds on the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent.

“ Governmental Approval ” means any authorization, consent, waiver, exception, license, filing, registration, ruling, permit, tariff, certification, exemption, franchise, concession or any other approval by or with any Governmental Authority.

“ Governmental Authority ” means the government of the United States of America, or any other nation or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including, for the avoidance of doubt, any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank solely as applied (directly or through other defined terms) in Section 2.16 , Section 2.17 , Section 2.19 and Section 2.21 .

“ Guaranteed Obligations ” has the meaning set forth in Section 9.01(a) .

“ Guaranty ” means the guaranty of the Pledgor set forth in Article IX .

“ Hazardous Substances ” means any hazardous or toxic substances, chemicals, materials or wastes defined, listed, classified or regulated as such in or under any Environmental Law, including: (a) any petroleum or petroleum products (including gasoline, crude oil or any fraction thereof), flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation and polychlorinated biphenyls; (b) any chemicals, wastes, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous

wastes”, “toxic substances”, “toxic pollutants”, “contaminants” or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, waste, pollutant, contaminant, material or substance, import, storage, transport, use or disposal of, or exposure to or Release or threatened Release of which is prohibited, limited or otherwise regulated under any Environmental Law or with respect to which liability or standards of conduct are imposed under any Environmental Law in relation to the protection of human health and the environment.

“ Hedging Agreement ” means any agreement (other than this Agreement) in respect of any interest rate swap, forward rate transaction, forward commodity transaction, commodity swap, commodity option, interest rate option interest or commodity cap, interest or commodity collar transaction, currency swap agreement, currency future or option contract or other similar agreements.

“ Indebtedness ” means, as to any Person at any time, without duplication, all of the following whether or not included as indebtedness or liabilities in accordance with Applicable Accounting Requirements: (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (c) all obligations of such Person representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; (d) all obligations of such Person that are or should be reflected on such Person’s balance sheet as capital lease obligations; (e) net obligations of such Person under any Hedging Agreement; (f) reimbursement obligations (contingent or otherwise) pursuant to any performance bonds; (g) whether or not so included as liabilities in accordance with Applicable Accounting Requirements, Indebtedness of others described in clauses (a) through (f) above secured by (or for which the holder thereof has an existing right, contingent or otherwise, to be secured by) a Lien on the property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; and (h) all guarantees of such Person in respect of any of the foregoing. The amount of any net obligation under any Hedging Agreement of any Person on any date shall be deemed to be the net termination value thereof as of such date for which such Person would be liable thereunder.

“ 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 Financing Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Indemnitee ” has the meaning assigned to such term in Section 10.03(b) .

“ Information ” has the meaning assigned to such term in Section 10.11 .

“ Interest Election Request ” means a request by any Borrower to convert or continue a Borrowing in accordance with Section 2.09(a) .

“ Interest Expense ” means, for any period, an amount in Dollars equal to the sum, computed without duplication, of the following: (a) all amounts payable during such period by the Borrowers in respect of interest in respect of the Facilities, plus (b) all amounts payable during such period by the Borrowers in respect of fees payable pursuant to Section 2.13(a) , and ( c ); it being

understood that, with respect to any such amounts denominated in a currency other than Dollars, the amount thereof for purposes of this definition shall be the Dollar Equivalent thereof.

“ Interest Expense Coverage Ratio ” or “ ISCR ” means, for any period, the ratio of (a) Cash Flow Available for Interest Expense to (b) Interest Expense for such period.

“ Interest Payment Date ” means (a) with respect to any ABR Loan, each Quarterly Payment Date and the Maturity Date for such ABR Loan, and (b) with respect to any Eurodollar Loan, the last day of each Interest Period therefor or, in the case of any Interest Period of more than three months’ duration, each Quarterly Payment Date during such Interest Period.

“ Interest Period ” means, for any Eurodollar Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 3 or 6 months thereafter, as specified in the applicable Borrowing Request or Interest Election Request at the election of the applicable Borrower; provided that (a) 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, (b) any Interest Period which would otherwise end after the Maturity Date shall end on the Maturity Date, (c) the initial Interest Period for such Loan may be irregular to allow the first Interest Payment Date with respect thereto to be on the first Payment Date or the first Quarterly Payment Date following the Closing Date and thereafter following the date on which the applicable Loan is made, (d) the Borrowers shall be entitled to elect irregular interest periods at the applicable times in order to consolidate interest periods, which the Administrative Agent shall endeavor to provide to the extent available in the London interbank market, (e) each Interest Period shall have a duration of at least five Business Days, and (f) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; provided that notwithstanding anything to the contrary in the foregoing, (i) the initial Interest Period for any Eurodollar Borrowing denominated in Dollars and made on the Closing Date shall commence on the Closing Date and end on November 19, 2018, (ii) at the end of such initial Interest Period, any such Eurodollar Borrowing may be continued as a Eurodollar Borrowing with an Interest Period ending on January 22, 2019 and (iii) with respect to any such Eurodollar Borrowing that is so continued, November 19, 2018 shall not be an Interest Payment Date and any interest thereon that has accrued as of November 19, 2018 shall instead be due and payable on January 22, 2019. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan, and the date of a Borrowing comprising Loans that have been converted or continued shall be the effective date of the most recent conversion or continuation of such Loans.

“ Interest Receipts ” means, with respect to any date of determination, without duplication, the sum of:

(a) all payments of interest and delayed compensation (representing compensation for delayed settlement) received in cash by the Borrowers with respect to the Loan Assets, including any accrued interest received in connection with a sale thereof;

(b) all letter of credit fees, issuance fees or other fees relating to letters of credit received in cash by the Borrowers with respect to the Loan Assets; and

(c) all upfront fees, commitment fees, anniversary fees, redemption fees, collateral monitoring fees, success fees, termination fees, amendment and waiver fees, late payment fees, ticking fees and all other fees received in cash by the Borrowers with respect to the Loan Assets;

provided that the foregoing shall in all cases exclude any Excluded Amounts.

“ Interest Receipts Account ” has the meaning assigned to such term in the Depositary Agreement.

“ Interpolated Rate ” shall mean, in relation to the Adjusted LIBO Rate for any Eurodollar Loan, the rate per annum (rounded to the number of decimal places as the relevant Adjusted LIBO Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Adjusted LIBO Rate for the longest period (for which the applicable Adjusted LIBO Rate is available for the applicable Currency) that is shorter than the Interest Period of that Eurodollar Loan and (b) the applicable Adjusted LIBO Rate for the shortest period (for which such Adjusted LIBO Rate is available for the applicable Currency) that exceeds the Interest Period of that Eurodollar Loan, in each case, as of (w) in the case of the Adjusted LIBO Rate for any Eurodollar Loan denominated in AUD, 10:30 a.m. (Sydney time) on the first day of such Interest Period, (x) in the case of the Adjusted LIBO Rate for any Eurodollar Loan denominated in CAD or Dollars, 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, (y) in the case of the Adjusted LIBO Rate for any Eurodollar Loan denominated in Euros, 11:00 a.m. (Brussels time) two TARGET Days prior to the first day of such Interest Period or (z) in the case of the Adjusted LIBO Rate for any Eurodollar Loan denominated in Sterling, 11:00 a.m. (London time) on the first day of such Interest Period, or, in each case, if different, the time and date on which quotations would customarily be provided by leading banks in the London or European interbank market, as applicable, for deposits of amounts in the relevant Currency for delivery on the first day of such Interest Period as determined by the Administrative Agent.

“ Investment Company Act ” means the Investment Company Act of 1940.

“ IRS ” means the United States Internal Revenue Service.

“ ISCR Calculation Period ” means (a) for the initial year after the Closing Date, the period from the Closing Date until the relevant ISCR Determination Date occurring thereafter, and (b) for any other ISCR Determination Date occurring after the first anniversary of the Closing Date, the twelve month period ending on such ISCR Determination Date.

“ ISCR Certificate ” means a certificate, duly completed and signed by an Authorized Officer of the Borrowers, substantially in the form of Exhibit I , or such other form which is reasonably acceptable to Administrative Agent.

“ ISCR Determination Date ” means the Monthly Date immediately prior to each Quarterly Payment Date, unless the most recent ISCR Certificate reflects an ISCR that is less than 1.50:1.00, in which case the Monthly Date immediately prior to each Payment Date.

“ Issue ” means, with respect to any Letter of Credit, to issue, extend the expiration date of (whether automatically or otherwise), increase the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Letter of Credit, or to cause any Person to do any of the foregoing. The terms “ Issued ” and “ Issuance ” have correlative meanings.

“ Issuing Commitment ” means, for each Issuing Lender with respect to a Class of Letters of Credit, the commitment to Issue Letters of Credit of such Class in accordance with the terms of this Agreement, expressed as such Issuing Lender’s maximum Letter of Credit Exposure for such Class at any time, as such commitment may be (a) reduced from time to time pursuant to Section 2.11 , and (b) reduced or increased from time to time pursuant to assignments by or to such Issuing Lender pursuant to Section 10.04 . In addition, the total Issuing Commitments of all Issuing Lenders with respect to each Class of Letters of Credit shall not at any time exceed (i) for Revolving Letters of Credit, $267,519,853.82 and (ii) for DDTL Letters of Credit, $334,032,401.31.

“ Issuing Lender ” means each Revolving Issuing Lender and/or each DDTL Issuing Lender (as the context requires).

“ Lender Default ” means (a) the refusal or failure by any Lender to (i) make available its portion of any Borrowing within two Business Days following the date on which such portion is required to be paid hereunder or (ii) pay to the Administrative Agent, any Issuing Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of risk participations in Letters of Credit) within two Business Days following the date on which such amount is required to be paid hereunder, (b) a Lender having notified in writing the Administrative Agent, any Issuing Lender or the Borrowers that it does not intend to comply with its obligations under Section 2.08 or having made a public statement to that effect (unless in each case specified in clause (a) or (b), such Lender provides written notice to the Borrowers and the Administrative Agent that states that such refusal, failure or intended action is the result of such Lender’s good faith determination that, to the extent applicable to such Borrowing or funding, one or more conditions precedent set forth in Section 4.02 as applicable, have not been satisfied for the applicable Borrowing or funding (each which condition precedent, together with any applicable Default and Event of Default, shall be specifically identified in such written notice)), (c) the refusal or failure by any Lender, within three Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective obligations under Section 2.08 ( provided that such Lender Default pursuant to this clause (c) shall be cured upon receipt of such written confirmation by the Administrative Agent and the Borrowers), (d) a Lender or its direct or indirect parent company becoming the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like having been appointed for such Lender or its direct or indirect parent company other than by way of an Undisclosed Administration or (e) a Lender becoming the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a

Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“ Lenders ” means the Persons listed on Schedule 1.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“ Letter of Credit ” means each of the Revolving Letter(s) of Credit or the DDTL Letter(s) of Credit issued and outstanding pursuant to this Agreement (as the context requires).

“ Letter of Credit Availability Period ” means for each of the Revolving Letter(s) of Credit and the DDTL Letter(s) of Credit, the period commencing on the Closing Date and ending on the Revolving Letter of Credit Termination Date or the DDTL Letter of Credit Termination Date, respectively.

“ Letter of Credit Disbursement ” refers to Revolving Letter of Credit Disbursement or DDTL Letter of Credit Disbursement (as the context requires).

“ Letter of Credit Documents ” means each Letter of Credit and, if required by the applicable Issuing Lender, the application for each Letter of Credit on such Issuing Lender’s standard form.

“ Letter of Credit Exposure ” refers to Revolving Letter of Credit Exposure or DDTL Letter of Credit Exposure (as the context requires).

“ Lien ” means, with respect to any Property of any Person, any mortgage, lien, claim, pledge, charge, lease, easement, servitude, security interest, assignment, participation or encumbrance of any kind in respect of such Property of such Person. A Person shall be deemed to own subject to a Lien any Property that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement (other than an operating lease) relating to such Property.

“ Liquidation Costs ” has the meaning assigned to such term in Section 2.18 .

“ Loan Asset ” means a loan, security or other financial accommodation owned by or participated to a Borrower and set forth on the Loan Asset Schedule, as such Loan Assets may be supplemented, adjusted, modified or amended from time to time in accordance herewith, and all collateral securing such loan or financial accommodations, it being understood that upon the acquisition of any Delayed Acquisition Loan Asset in accordance with the Purchase Agreement, such Delayed Acquisition Loan Asset shall be deemed to be a Loan Asset and an Underlying Delayed Draw Term Loan Facility and automatically added to the Loan Asset Schedule.

“ Loan Asset Checklist ” means an electronic copy of a checklist delivered or made available by or on behalf of the Borrowers to the Administrative Agent, for each Loan Asset, of all applicable Material Underlying Credit Documents.

“ Loan Asset Control Agreement ” means an agreement among the Collateral Agent, the applicable Borrowers and each institution at which a Loan Asset Securities Account is maintained, which is effective to grant “control” (within the meaning of Article 8 of the UCC) over such Loan Asset Securities Account to the Collateral Agent, provides that any cash amounts therein shall be transferred to the Collection Account on a daily basis and is in form and substance reasonably satisfactory to the Administrative Agent.

“ Loan Asset Schedule ” means the schedule of Loan Assets set forth on Appendix A , as such schedule may be updated in accordance with this Agreement, provided that such updates shall in no event reflect any changes to the Loan Assets that are not permitted hereunder.

“ Loan Asset Securities Account ” means, collectively, one or more accounts at Wells Fargo Bank, National Association or such other financial institution selected by the Borrowers and reasonably acceptable to the Administrative Agent to which Loan Assets constituting “securities” (within the meaning of Article 8 of the UCC) are credited.

“ Loan Funding Account ” has the meaning assigned to such term in the Depositary Agreement.

“ Loan Party ” or “ Loan Parties ” means each Borrower and the Pledgor.

“ Loans ” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“ LTV Certificate ” means a certificate, duly completed and signed by an Authorized Officer of the Borrowers, substantially in the form of Exhibit H , or such other form which is reasonably acceptable to Administrative Agent.

“ LTV Ratio ” means, as of any Measurement Date, the ratio (expressed as a percentage) of (a) the Total Exposure as of the immediately preceding Monthly Date to (b) the Eligible Amount as of such Monthly Date, minus the Additional Required Equity Amount as of such Monthly Date; in each case, subject to such adjustment as provided for under Section 2.24 .

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrowers, taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any secured party under any Financing Documents, or of the ability of a Loan Party to perform its obligations under any Financing Document to which it is a party; or (c) an adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Financing Documents to which it is a party.

“ Material Modification ” means any amendment or waiver of, or modification or supplement to, any Underlying Credit Document on or after the Closing Date (other than any such amendment, waiver, modification or supplement consented to by the Required Lenders) that (a) reduces or forgives any or all of the principal amount due under the related Loan Asset, (b) changes the scheduled amortization in any way that increases the average life of the related Loan Asset, (c) contractually or structurally subordinates the related Loan Asset, (d) releases all or any material portion of all of the collateral securing the related Loan Asset or any material guarantor of the

related Loan Asset, (e) delays or extends the stated maturity date of the related Loan Asset, (f) waives one or more interest payment or permits any interest due in cash to be deferred or capitalized, in each case, under the related Loan Asset or (g) reduces the spread or coupon by more than 25% of such spread or coupon as of the Closing Date, in each case, under the related Loan Asset.

“ Material Underlying Credit Documents ” means, for each Loan Asset, the loan agreement, credit agreement, indenture or other agreement pursuant to which a Loan Asset has been issued or created and any notes, security agreements, pledge agreements, mortgages, deeds of trust, intercreditor agreements and guarantees with respect thereto, and in each case, all material amendments, modifications and supplements thereto.

“ Maturity Date ” means the third (3 rd ) anniversary of the Closing Date, unless (a) no later than 90 days prior to the third (3 rd ) anniversary of the Closing Date, the Borrowers notify the Administrative Agent in writing that the Borrowers have elected to extend the maturity of each of the Facilities, (b) no Default or Event of Default has occurred and is continuing as of such third (3 rd ) anniversary, (c) each representation and warranty of the Borrowers is true and correct in all material respects (or, with respect to representations and warranties qualified by materiality standards, in all respects), (d) the Borrowers have delivered a certificate of an Authorized Officer certifying to the conditions set forth in clauses (b) and (c) above and (e) the Borrowers have paid to the Administrative Agent for the benefit of each of the Lenders and the Issuing Lenders an extension fee in the amount of 0.50% of the Total Exposure as of such third (3 rd ) anniversary, in which case, the fourth (4 th ) anniversary of the Closing Date.

“ Measurement Date ” means each of (a) the Closing Date (immediately after giving effect to the Transactions), (b) each Reporting Date, (c) each date (other than the Closing Date) that any Loan is made or Letter of Credit is Issued hereunder and (d) each date of a Disposition of a Loan Asset by a Borrower.

“ Monthly Date ” means the last day of each calendar month, the first of which shall be the last day of the first full month ending after the Closing Date.

“ Monthly Date LTV Certificate ” has the meaning assigned to such term in Section 2.24(a) .

“ Moody’s ” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or has any liability or obligation, whether fixed or contingent.

“ Net Available Amount ” means in the case of any Disposition, the aggregate cash amount actually received (and not otherwise held in escrow or another similar arrangement in connection with such Disposition) and immediately available for use by any Borrower in respect of such Disposition, net of reasonable costs and expenses incurred by any Borrower in connection with the enforcement, negotiation, consummation, settlement, proceedings, administration or other

activity related to such Disposition (including reasonable legal and accounting fees and expenses paid or payable as a result thereof).

“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all or all affected Lenders or all Lenders of any Class in accordance with the terms of Section 10.02(b) and (ii) has been approved by the Required Lenders and, in the case of amendments that require the approval of all or all affected Lenders of a particular Class, the Required Lenders of such Class.

“ Non-Defaulting Lender ” means, at any time, any Lender that is not a Defaulting Lender.

“ Non-Recourse Persons ” has the meaning assigned to such term in Section 10.14 .

“ Note ” has the meaning assigned to such term in Section 2.11(c)(ii) .

“ Notice of Issuance ” means a request by any Borrower for an Issuance of Letters of Credit in accordance with Section 2.05 or Section 2.06 .

“ Obligation Aggregate Payments ” means, with respect to a Borrower as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such date by such Borrower in respect of this Agreement and the other Financing Documents (including in respect of Section 2.24 ) minus (ii) the aggregate amount of all payments received on or before such date by such Borrower from the other Borrower as contributions under Section 2.23 .

“ Obligation Fair Share ” means, with respect to a Borrower as of any date of determination, an amount equal to (i) the ratio of (x) the Obligation Fair Share Contribution Amount with respect to such Borrower to (y) the aggregate of the Obligation Fair Share Contribution Amounts with respect to all Borrowers, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Borrowers under this Agreement and the other Financing Documents in respect of the Obligations guarantied.

“ Obligation Fair Share Contribution Amount ” means, with respect to a Borrower as of any date of determination, the maximum aggregate amount of the Obligations of such Borrower under this Agreement and the other Financing Documents that would not render its Obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of the Bankruptcy Code, 11 U.S.C. §548, or any comparable applicable provisions of state law; provided that, solely for purposes of calculating the Obligation Fair Share Contribution Amount with respect to any Borrower for purposes of Section 2.23 , any assets or liabilities of such Loan Party arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or Obligations of contribution hereunder shall not be considered as assets or liabilities of such Borrower.

“ Obligation Fair Share Shortfall ” means, with respect to a Borrower as of any date of determination, the excess, if any, of the Obligation Fair Share of such Borrower over the Obligation Aggregate Payments of such Borrower.

“ Obligations ” means all obligations and liabilities of any Loan Party arising under a Financing Document, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter arising, in respect of: (a) the principal of and interest on all Loans; (b) Reimbursement Obligations; (c) fees payable under any Financing Document; (d) all other amounts payable by a Loan Party to any Agent, any Issuing Lender or any Lender pursuant to any Financing Document, including any premium, reimbursements, damages, expenses, fees, costs, charges, disbursements, indemnities, and other liabilities (including all fees, charges, expenses and disbursements of counsel to any Agent, any Issuing Lender or any Lender) due and payable to any Agent, any Issuing Lender or any Lender and including interest that would accrue on any of the foregoing during the pendency of any bankruptcy or related proceeding with respect to a Loan Party; and (e) the performance and observance of all of the covenants and agreements made by a Loan Party for the benefit of the Secured Parties under and in connection with any Financing Document.

“ Officer’s Certificate ” means a certificate signed by an Authorized Officer of the applicable Loan Party.

“ Operating Expenses ” means, for any period, the sum, computed without duplication, of the following: (a) the Servicing Fee; plus (b) general and administrative expenses of any Borrower; plus (c) insurance costs incurred in the ordinary course of business; plus (d) costs and fees attendant to the obtaining and maintaining in effect the Governmental Approvals; plus (e) legal, accounting and other professional fees attendant to any of the foregoing items; plus (f) expenses to keep the Collateral free and clear of all Liens (other than Permitted Encumbrances); plus (g) all other expenses payable by any Borrower in the ordinary course of business, in each case of clauses (a) through (g), payable in cash during such period; provided that, Operating Expenses shall not include any Taxes payable by any Borrower.

“ Organizational Documents ” means, with respect to any Person that is a corporation, its certificate of incorporation, its by-laws, memorandum and articles of association and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock; with respect to any Person that is a limited liability company, its certificate of formation or articles of organization and its limited liability agreement, with respect to a limited partnership, its certificate of limited partnership and its agreement of limited partnership and, with respect to any Person that is another type of entity, the corresponding organizational documents and related documents of such Person. In the event that any term or condition of this Agreement or any other Financing Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “ Organizational Document ” shall only be to a document of a type customarily certified by such governmental official.

“ Original Currency ” has the meaning assigned to such term in the definition of “Exchange Rate”.

interest under, engaged in any other transaction pursuant to or enforced any Financing Document, or sold or assigned an interest in any Loan or Financing Document).

“ 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 Financing Document except Excluded Taxes and except Other Connection Taxes imposed with respect to an assignment (other than an assignment pursuant to Borrower request).

“ Participant ” has the meaning assigned to such term in Section 10.04(e) .

“ Participant Register ” has the meaning assigned to such term in Section 10.04(e) .

“ Participation Interest ” means a Loan Asset acquired by a Borrower pursuant to a Participation Agreement (as defined in the Purchase Agreement) that is identified as a “Participation” on the Loan Asset Schedule and that satisfies each of the following criteria: (a) the seller of such participation is a lender on the underlying loan, security or other financial accommodation, (b) the aggregate participation in the loan, security or other financial accommodation granted by such participation seller to all participants (including the applicable Borrower) does not exceed the principal amount with respect to which such participation seller is a lender under such loan, security or other financial accommodation and (c) such participation does not grant, in the aggregate, to the participant in such participation a greater interest than the selling participation seller holds in the loan, security or other financial accommodation that is the subject of the participation.

“ PATRIOT Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L.107-56, signed into law October 26, 2001.

“ Payment Date ” means the twentieth day of each month (or, if such day is not a Business Day, the following Business Day), commencing with the twentieth day of the second full month ending after the Closing Date.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Act ” means the Pension Protection Act of 2006.

“ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum funding standards and minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“ Pension Plan ” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA, other than a Multiemployer Plan) that is maintained or is contributed to by any Borrower or any ERISA Affiliate or in respect of which any Borrower or ERISA Affiliate has any liability

or obligation, whether fixed or contingent, and in any case, is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 or 430 of the Code or Section 302 or 303 of ERISA.

“ Permitted Encumbrances ” means, with respect to any Borrower, individually and collectively, the following:

(a) Liens created pursuant to this Agreement and the Security Documents;

(b) judgment Liens in existence that do not otherwise result in an Event of Default under Section 7.01(h) ;

(c) Liens for Taxes, assessments or other governmental charges or levies not at the time delinquent or to the extent being contested and reserved against as provided under Section 5.08 ;

(d) Liens in favor of the Depositary Bank or applicable securities intermediary arising as a matter of law under the Depositary Agreement and any Loan Asset Control Agreement, which Liens attach solely to the accounts subject to the applicable such agreement and assets on deposit therein or credited thereto;

(e) in the case of any Loan Asset, restrictions on transfer under the applicable Underlying Credit Documents, so long as such Loan Asset is capable of being assigned to the Administrative Agent, Collateral Agent or another bank or financial institution; and

(f) with respect to the interest of any Borrower in any collateral securing such Loan Asset, (i) materialmen’s, warehousemen’s, mechanics’ and other Liens arising by operation of law in the ordinary course of business for sums not overdue or sums that are being contested in good faith, (ii) other customary Liens permitted by the applicable Underlying Credit Documents and (iii) Liens in favor of the lead agent, the collateral agent or the paying agent for the benefit of all holders of Indebtedness of the applicable Underlying Obligor.

“ Permitted Indebtedness ” means, with respect to any Borrower, individually and collectively:

(a) the Obligations;

(b) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business;

(c) contingent obligations resulting from the endorsement of negotiable instruments received in the ordinary course of its business

(d) Indebtedness arising from any Purchase Document or any agreement entered into in connection with any Disposition permitted hereunder, in each case, providing for customary indemnification or similar obligations;

(e) Indebtedness owing from any Borrower to any other Borrower permitted under Section 6.05(c) ; and

(f) other unsecured Indebtedness in an amount not to exceed $1,000,000.

“ Permitted Investments ” means: (a) marketable direct obligations of the United States of America; (b) marketable obligations directly and fully guaranteed as to interest and principal by the United States of America; (c) demand deposits with the Collateral Agent, the Depositary Bank and any Issuing Lender, and time deposits, certificates of deposit and banker’s acceptances issued by the Collateral Agent, the Depositary Bank and any Issuing Lender; (d) commercial paper or tax-exempt obligations given one of the three highest ratings by S&P or Moody’s; (e) obligations of the Collateral Agent, the Depositary Bank or any Issuing Lender meeting the requirements of clause (d) above or any other bank (domestic or foreign) meeting the requirements of clause (d) above, in respect of the repurchase of obligations of the type as described in clauses (a) and (b) above; (f) investment agreements with banks (domestic or foreign), broker/dealers or other financial institutions in respect of obligations meeting the requirements of clause (d) above; (g) a money market fund or a qualified investment fund (including any such fund for which the Collateral Agent, the Depositary Bank or any Issuing Lender or any Affiliate thereof acts as an advisor or a manager) given one of the two highest long-term ratings by S&P or Moody’s; (h) Eurodollar certificates of deposit issued by the Collateral Agent, the Depositary Bank or any Issuing Lender meeting the requirements of clause (d) above or any other bank meeting the requirements of clause (d) above; and (i) cash. In no event shall any cash be invested in any obligation, certificate of deposit, acceptance, commercial paper or instrument which by its terms matures more than 180 days after the date of investment, unless the Collateral Agent, the Depositary Bank or any Issuing Lender or a bank meeting the requirements of clause (c) above shall have agreed to repurchase such obligation, certificate of deposit, acceptance, commercial paper or instrument at its purchase price plus earned interest within no more than 180 days after its purchase hereunder. With respect to any rating requirement set forth above, if the relevant issuer is rated by either S&P or Moody’s, but not both, then only the rating of such rating agency shall be utilized for the purpose of this definition.

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

“ Plan ” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA maintained or established for employees of any Borrower, or any such plan to which any Borrower is required to contribute on behalf of any of its employees or with respect to which any Borrower has or may have any liability.

“ Pledge Agreement ” means (a) the Pledge Agreement, dated as of the Closing Date, among the Pledgor, the Borrowers and the Collateral Agent and (b) the Equitable Mortgage Over Shares, between the Pledgor, as mortgagor, and the Collateral Agent, as mortgagee, to be entered into in

accordance with Section 5.17 , in form and substance reasonably satisfactory to the Administrative Agent.

“ Pledged Collateral ” has the meaning assigned to such term in the Pledge Agreement or the Security Agreement, as applicable.

“ Pledgor ” means SPT Infrastructure Finance Holdings, LLC, a Delaware limited liability company.

“ Post-Petition Interest ” has the meaning set forth in Section 9.05(b) .

“ Post-Closing True-Up ” has the meaning assigned to such term in Section 2.12(b)(v) .

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as such bank’s “prime rate” with respect to extensions of credit made by it in the United States. Each change in the Prime Rate shall be effective on the date such change is publicly announced as effective. Such rate is a rate set by the Administrative Agent based upon various factors including such bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.

“ Property ” means any right or interest in or to properties or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“ Prudent Industry Practices ” means, at any time, any of the customary practices, methods and acts engaged in or approved by originators, holders or servicers of assets similar to the Loan Assets at such time or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result in a commercially reasonable manner consistent with sound business practices. For the avoidance of doubt, “Prudent Industry Practices” is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be acceptable principles, methods and acts generally accepted in the project finance industry, having due regard for, among other things, the applicable requirements or guidance of Governmental Authorities, applicable laws and the requirements of insurers.

“ PSA Assignment ” has the meaning assigned to such term in the recitals hereto.

“ PSA Assignment Agreement ” means that certain Assignment under Purchase Agreement, dated as of the Closing Date, between the Sponsor and the Borrowers.

“ 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.

“ Purchase Agreement ” means that certain asset purchase agreement, dated as of August 7, 2018, by and between the Seller and the Sponsor, as amended, supplemented or otherwise modified from time to time on or prior to the Closing Date, to the extent not prohibited by the Commitment Letter (including pursuant to that certain Letter Agreement regarding “Agreements Relating to the

TAG Norte Financing Contract and the EGPNA Financing Contract”, dated as of the Closing Date), and thereafter, to the extent not prohibited by this Agreement.

“ Purchase Documents ” means, collectively, the Purchase Agreement, the PSA Assignment Agreement and each Assignment and Assumption Agreement (as defined in the Purchase Agreement, including each Participation Agreement (as defined in the Purchase Agreement)).

“ Quarterly Payment Date ” means each Payment Date occurring in January, April, July and October of each year.

“ Recipient ” means any Agent, any Lender, any Issuing Lender.

“ Receipts ” means, for any period, all cash receipts and revenues (without duplication) received by the Borrowers during such period, including: (a) Interest Receipts, (b) all repayments of principal or unreimbursed amounts drawn under a letter of credit under the Loan Assets (including Underlying Letter of Credit Facility Principal Receipts and Underlying Revolving Facility Principal Receipts); (c) all interest earned with respect to such period on Permitted Investments held in the Collateral Accounts; (d) all proceeds of any Disposition; and (e) all other receipts, income or revenue, however earned or received, by any Borrower during such period (including any Tax refunds), but excluding (i) proceeds of any Acceptable Equity released from an Acceptable Equity Escrow and applied to fund drawings under Underlying Credit Facilities, (ii) Loan proceeds and (iii) Excluded Amounts.

“ Receipts Account ” has the meaning assigned to such term in the Depositary Agreement.

“ Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Administrative Agent at its request by the Reference Banks:

(a) in relation to the London interbank offered rate referred to in clauses (c) or (e), as applicable, of the definition of “Adjusted LIBO Rate”, as the rate at which the relevant Reference Bank could borrow funds in the London interbank market;

(b) in relation to the euro interbank offered rate referred to in clause (d) of the definition of “Adjusted LIBO Rate”, as the rate at which the relevant Reference Bank could borrow funds in the European interbank market;

(c) in relation to the BA Rate, as the rate at which the relevant Reference Bank could borrow funds in the Canadian interbank market,

in the case of clauses (a), (b) and (c) above, in the relevant Currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that Currency and for that period; and

(d) in relation to BBSY, the sum of:

(i) (x) the rate representing the view (if any and applied to the relevant period) which respondents to the NCDSURVEY 10AM survey conducted by the Australian Financial Markets Association (or any other person which takes over the conduct of that survey) are asked to submit

to the relevant conductor of the survey, (y) if the rate referred to in clause (x) is not available, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Administrative Agent at its request by the Reference Banks as the mid discount rate (expressed as a yield percent to maturity) observed by the relevant Reference Bank for marketable parcels of Australian Dollar denominated bank accepted bills and negotiable certificates of deposit accepted or issued by Australian Prime Banks and which mature on the last day of the relevant period or in the same half month period under market conventions; or (z) if there is no observable market rate for marketable parcels of Australian Prime Bank Australian Dollar securities referred to in paragraph (y) above, the rate at which the relevant Reference Bank could borrow funds in Australian Dollars in the Australian interbank market and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market sizes and for that period; and

(ii) 0.05% per annum,

in each case of clauses (a) through (d), as of (w) in the case of the Adjusted LIBO Rate for any Eurodollar Loan denominated in AUD, 10:30 a.m. (Sydney time) on the first day of such Interest Period, (x) in the case of the Adjusted LIBO Rate for any Eurodollar Loan denominated in CAD or Dollars, 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, (y) in the case of the Adjusted LIBO Rate for any Eurodollar Loan denominated in Euros, 11:00 a.m. (Brussels time) two TARGET Days prior to the first day of such Interest Period or (z) in the case of the Adjusted LIBO Rate for any Eurodollar Loan denominated in Sterling, 11:00 a.m. (London time) on the first day of such Interest Period, or, in each case, if different, the time and date on which quotations would customarily be provided by leading banks in the London or European interbank market, as applicable, for deposits of amounts in the relevant Currency for delivery on the first day of such Interest Period as determined by the Administrative Agent.

“ Reference Banks ” means, (i) in relation to any Eurodollar Loan denominated in Dollars, Euros or Sterling, the principal London offices of such banks as may be appointed by the Administrative Agent in consultation with the Borrowers, (ii) in relation to any Eurodollar Loan denominated in AUD, the principal Sydney offices of such banks as may be appointed by the Administrative Agent in consultation with the Borrowers or (iii) in relation to any Eurodollar Loan denominated in CAD, the principal Toronto offices of such banks as may be appointed by the Administrative Agent in consultation with the Borrowers.

“ Register ” has the meaning assigned to such term in Section 10.04(c) .

“ Reimbursement Obligation ” means a Revolving Reimbursement Obligation or a DDTL Reimbursement Obligation, as the context requires.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Release ” means any disposing, discharging, injecting, spilling, leaking, leaching, dumping, pumping, pouring, emitting, escaping, emptying, seeping, placing and the like, into or

upon any land or water or air (indoor or outdoor), or otherwise entering into, on or migrating through the environment.

“ Removal Effective Date ” has the meaning assigned to such term in Section 8.06 .

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA.

“ Reporting Date ” means, with respect to any Payment Date, the tenth day of the month in which such Payment Date occurs (or, if such day is not a Business Day, the following Business Day).

“ Required Equity Contribution Amount ” means $502,262,217.89.

“ Required Lenders ” means, at any time, but in all cases subject to the last sentence of this definition, Lenders having, without duplication, Commitments and Loans representing more than 50% of the sum of, without duplication, the total Commitments and Loans at such time; provided that, at any time there are two or more unaffiliated Lenders under this Agreement that each hold in excess of 20% of, without duplication, the total Commitments and Loans, “Required Lenders” shall include at least two such Lenders. The “Required Lenders” of a particular Class of Loans means, but in all cases subject to the last sentence of this definition, Lenders having, without duplication, Commitments and Loans of such Class representing more than 50% of, without duplication, the total Commitments and Loans of such Class at such time; provided that, at any time there are two or more unaffiliated Lenders under this Agreement that each hold in excess of 20% of, without duplication, the total Commitments and Loans of such Class, “Required Lenders” of a particular Class of Loans shall include at least two such Lenders. The Commitments and Loans of any Defaulting Lender shall be treated in this definition of “Required Lenders” pursuant to Section 2.22(a) . For purposes of any determination of “Required Lenders” pursuant to this definition, the amount of any Commitments or Loans denominated in Currencies other than Dollars shall be the Dollar Equivalents thereof.

“ Required Underlying Credit Documents ” means, for each Loan Asset, (a) a copy of the loan agreement, credit agreement, indenture or other agreement pursuant to which a Loan Asset has been issued or created, together (b) a copy of any note issued or endorsed to the applicable Borrower, (c) a copy of any guaranty and any material security and/or pledge agreement, (d) a copy of any intercreditor agreement and (e) any material amendments, modifications and supplements to any of the documents described in clauses (a) through (d); provided that none of the documents in clause (c), (d) or (e) shall constitute “Required Underlying Credit Documents” unless and until the applicable Borrower actually receives such documents and, in such case, such documents shall be required to be delivered to the Administrative Agent promptly following such receipt (or, if later, the date that is 45 days after the Closing Date (or such later date as agreed by the Administrative Agent).

“ Restricted Payment ” means:

(a) all distributions by any Borrower (in cash, property or obligations) on, or other payments or distributions on the account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or

other acquisition by such Borrower of, any portion of any membership interest in such Borrower; and

(b) all payments (in cash, property or obligations) of principal of, interest on and other amounts with respect to, or other payments on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition by any Borrower of, any Indebtedness owed to the Pledgor or any Affiliate of the Pledgor.

For the avoidance of doubt, “Restricted Payments” does not include payments by any Borrower to any Affiliate of such Borrower pursuant to the Servicing Agreement.

“ Revolving Commitment ” means a Revolving Dollar Commitment, a Revolving Euro Commitment or a Revolving Sterling Commitment (as the context requires).

“ Revolving Credit Facility ” means, individually or collectively as the context may require, the Revolving Dollar Credit Facility, the Revolving Euro Credit Facility or the Revolving Sterling Credit Facility.

“ Revolving Dollar Commitment ” means, with respect to each Revolving Lender, the commitment, if any, of such Revolving Lender to make Revolving Dollar Loans hereunder, expressed as an amount representing the maximum aggregate principal amount of the Revolving Dollar Loans to be made by such Revolving Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such Revolving Lender pursuant to Section 10.04 . The initial amount of each Revolving Lender’s Revolving Dollar Commitment is set forth on Schedule 1.01 , or in the Assignment and Assumption pursuant to which such Revolving Lender shall have assumed its Revolving Dollar Commitment, as applicable. The initial aggregate amount of all the Revolving Lenders’ Revolving Dollar Commitments is $267,519,853.82.

“ Revolving Dollar Credit Facility ” has the meaning set forth in the recitals hereto

“ Revolving Dollar Loan ” refers to a Loan made in Dollars pursuant to Section 2.02(a)(i)(A) .

“ Revolving Euro Commitment ” means, with respect to each Revolving Lender, the commitment, if any, of such Revolving Lender to make Revolving Euro Loans hereunder, expressed as an amount representing the maximum aggregate principal amount of the Revolving Euro Loans to be made by such Revolving Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such Revolving Lender pursuant to Section 10.04 . The initial amount of each Revolving Lender’s Revolving Euro Commitment is set forth on Schedule 1.01 , or in the Assignment and Assumption pursuant to which such Revolving Lender shall have assumed its Revolving Euro Commitment, as applicable. The initial aggregate amount of all the Revolving Lenders’ Revolving Euro Commitments is €10,560,034.94.

“ Revolving Euro Credit Facility ” has the meaning set forth in the recitals hereto

“ Revolving Euro Loan ” refers to a Loan made in Euros pursuant to Section 2.02(a)(i)(B) .

“ Revolving Issuing Lender ” means MUFG Bank, Ltd., in its capacity as an issuer of Revolving Letters of Credit hereunder, and its successors in such capacity.

“ Revolving Lender ” means a Lender with a Revolving Commitment or outstanding Revolving Loans.

“ Revolving Letter of Credit ” means any letter of credit issued by any Revolving Issuing Lender to the beneficiary thereunder, pursuant to Section 2.05 and in form and substance reasonably acceptable to such Revolving Issuing Lender.

“ Revolving Letter of Credit Disbursement ” means a payment made by any Revolving Issuing Lender pursuant to any Revolving Letter of Credit.

“ Revolving Letter of Credit Exposure ” means, (a) with respect to any Revolving Issuing Lender, at any time, the sum of (i) the aggregate undrawn amount of any Revolving Letter of Credit at such time issued by such Revolving Issuing Lender and (ii) the aggregate amount of all Revolving Letter of Credit Disbursements of such Revolving Issuing Lender that have not yet been reimbursed by or on behalf of the Borrowers at such time and (b) with respect to any Revolving Lender, at any time, the aggregate amount of all participations by such Revolving Lender in any outstanding Revolving Letters of Credit or Revolving Letter of Credit Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time.

“ Revolving Letter of Credit Termination Date ” means the earlier of (a) five (5) Business Days prior to the Maturity Date and (b) the date of the termination of the Revolving Commitments pursuant to the terms of this Agreement.

“ Revolving Loan ” means a Revolving Dollar Loan, a Revolving Euro Loan or a Revolving Sterling Loan (as the context requires).

“ Revolving Loan Account ” has the meaning assigned to such term in the Depositary Agreement.

“ Revolving Loan Availability Period ” means the period from and including the Closing Date to (and including) the earlier of (a) the Maturity Date and (b) the date of acceleration of the Revolving Loans pursuant to Section 7.02 .

“ Revolving Loan Borrowing Request ” means a request by any Borrower for a Borrowing of Revolving Loans in accordance with Section 2.02 .

“ Revolving Reimbursement Date ” has the meaning assigned to such term in Section 2.05(f)(i) .

“ Revolving Reimbursement Obligation ” has the meaning assigned to such term in Section 2.05(f)(i) .

“ Revolving Sterling Commitment ” means, with respect to each Revolving Lender, the commitment, if any, of such Revolving Lender to make Revolving Sterling Loans hereunder, expressed as an amount representing the maximum aggregate principal amount of the Revolving Sterling Loans to be made by such Revolving Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such Revolving Lender pursuant to Section 10.04 . The initial amount of each Revolving Lender’s Revolving Sterling Commitment is set forth on Schedule 1.01 , or in the Assignment and Assumption pursuant to which such Revolving Lender shall have assumed its Revolving Sterling Commitment, as applicable. The initial aggregate amount of all the Revolving Lenders’ Revolving Sterling Commitments is £5,460,000.00.

“ Revolving Sterling Credit Facility ” has the meaning set forth in the recitals hereto

“ Revolving Sterling Loan ” refers to a Loan made in Sterling pursuant to Section 2.02(a)(i)(C) .

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.

“ Sanctioned Country ” means any country that, from time to time, is the target of comprehensive Sanctions (as of the Closing Date, Iran, Syria, Cuba, North Korea, and the Crimea region of Ukraine).

“ Sanctioned Person ” means any Person that is the target of Sanctions, including (a) any Person listed in any list of designated Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or other U.S. or non-U.S. Government Entity under Sanctions; (b) any Person organized or resident in a Sanctioned Country; or (c) any Person 50% or more owned or, where relevant under applicable Sanctions, controlled by any such Person or Persons or acting for or on behalf of any such Person or Persons.

“ Sanctions ” means any economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union and/or Her Majesty’s Treasury.

“ Secured Obligations ” has the meaning assigned to such term in the Security Agreement.

“ Secured Parties ” means the Lenders, the Issuing Lenders and the Agents, in each case, from time to time.

“ Securities Account ” means a “securities account” as that term is defined in Section 8-501 of the UCC.

“ Security Agreement ” means the Security and Pledge Agreement, dated as of the Closing Date, among the Borrowers, the Collateral Agent and, for purposes of Article V thereof, the Administrative Agent.

“ Security Documents ” means the Security Agreement, the Pledge Agreement, the Depositary Agreement, any Loan Asset Control Agreement, all UCC financing statements required

by any Security Document and any other security agreement or instrument to be executed or filed pursuant hereto or any Security Document.

“ Seller ” has the meaning set forth in the recitals hereto.

“ Servicer ” means Starwood Property Trust, Inc., in its capacity as servicer under the Servicing Agreement.

“ Servicing Agreement ” means that certain Servicing Agreement, dated as of the Closing Date, among the Borrowers and the Servicer.

“ Servicing Fee ” means, with respect to any Payment Date, for the period from the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing Date) to, but not including such Payment Date, a fee payable to the Servicer in an amount equal to the product of (a) 0.01% per annum, (b) the number of days in such period divided by 365 and (c) an amount in Dollars equal to the aggregate outstanding principal amount of the Loan Assets (including all unfunded commitments) owned by or participated to a Borrower as of the most recent Monthly Date; it being understood that, with respect to any such amounts denominated in a currency other than Dollars, the amount thereof for purposes of this definition shall be the Dollar Equivalent thereof.

“ Solvent ” means, with respect to any Person on a particular date, the condition that on such date (a) the sum of the “fair value” of the assets of such Person exceeds the sum of all debts of such Person, subordinated, contingent or otherwise as such quoted term is determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtor, (b) the “present fair saleable value” of the assets of such Person is greater than the amount that will be required to pay the probable liability on debts and other liabilities of such Person, subordinated, contingent or otherwise as such debts and other liabilities become absolute and matured, as such quoted term is determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (c) the capital of such Person is not unreasonably small in relation to the business in which it is or is about to become engaged and (d) such Person has not incurred, does not intend to incur, or believe that it will incur, debts or other liabilities, subordinated, contingent or otherwise, beyond its ability to pay as they mature in the ordinary course of business or otherwise. For purposes of this definition, (i) (A) “debt” means liability on a “claim” and (B) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, subordinated, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (ii) the amount of any contingent, unliquidated and disputed claim and any claim that has not been reduced to judgment at any time has been computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such liabilities meet the criteria for accrual under the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 5).

“ Specified Loan Assets ” means the Loan Assets set forth on Appendix B .

“ Specified Percentage ” means, as of any date of determination with respect to any Loan Asset that is not an Eligible Loan Asset as of such date of determination, 0% or such higher percentage as is determined by the Required Lenders in their sole discretion.

“ Specified Purchase Agreement Representations ” means the representations made by the Seller or with respect to the Acquired Assets in the Purchase Agreement that are material to the interests of the Lenders, but only to the extent that Sponsor or its applicable Affiliate has the right to terminate the Sponsor’s or such Affiliate’s obligations under the Purchase Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such representations in the Purchase Agreement (in each case after giving effect to any applicable notice or cure period).

“ Specified Representations ” means the representations and warranties made by any Borrower in Section 3.01(a)(i) , Section 3.01(b)(i) , Section 3.02 (excluding any representation or warranty with respect to any Transaction Documents other than the Financing Documents), Section 3.03(a) (excluding any representation or warranty with respect to any Transaction Documents other than the Financing Documents), Section 3.11 , Section 3.13 , Section 3.14 , Section 3.15 and Section 3.20(a) .

“ Specified Transaction ” means (a) each funding of Loans, (b) each Issuance of Letters of Credit, (c) each Disposition of any Loan Asset and (d)(i) each prepayment or repayment (including amortization payments but excluding any prepayment or repayment to the extent the amounts prepaid or repaid may be reborrowed) of loans or extensions of credit under any Loan Asset and (ii) without duplication to the extent corresponding to a prepayment or repayment described in clause (d)(i) , each termination or permanent reduction of commitments under any Loan Asset.

“ Specified Transactions Amount ” means, with respect to any period, the aggregate amount in Dollars of the principal amount or Stated Amount, as applicable, of all Specified Transactions occurring during such period; it being understood that (a) the principal amount of any Disposition of any Loan Asset shall be the principal of such Loan Asset Disposed of and (b) with respect to any such amounts denominated in a currency other than Dollars, the amount thereof for purposes of this definition shall be the Dollar Equivalent thereof.

“ Sponsor ” means Starwood Property Trust, Inc., a Maryland corporation.

“ Spot Rate ” means, for any Original Currency, the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent of such Original Currency with an Exchanged Currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such rate from another financial institution designated by the Administrative Agent if the Administrative Agent does not have as of the date of determination a spot buying rate for any Original Currency.

“ Stated Amount ” means, with respect to any Letter of Credit at any time, the total amount in Dollars available to be drawn under such Letter of Credit at such time.

“ Statutory Reserves ” shall mean for any Interest Period for any Eurodollar Borrowing, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against “ Eurocurrency liabilities ” (as such term is used in Regulation D). Eurodollar Borrowings shall be deemed to constitute Eurocurrency liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

“ Sterling ” and “ £ ” mean the lawful currency of the United Kingdom.

“ Subordinated Obligations ” has the meaning set forth in Section 9.05 .

“ Subsidiary ” means, for any Person, any corporation, limited liability company, partnership, or other entity of which at least a majority of the equity interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions of such corporation, limited liability company, partnership, or other entity (irrespective of whether or not at the time the equity interests of any other class or classes of such corporation, limited liability company, partnership, or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person. For the purpose of this definition, “ 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 ownership of voting securities, by contract or otherwise, and “ controlled ” shall have a meaning correlative thereto.

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

“ Target LTV Ratio ” means, as of any Measurement Date, (a) for purposes of the Post-Closing True-Up, a LTV Ratio as of such date of 85% and (b) for all other purposes, a LTV Ratio as of such Measurement Date of (i) 82.5% or (ii) solely as of any Measurement Date as of which (x) there are less than five Eligible Loan Assets documented under separate Underlying Credit Documents with different Underlying Obligors or (y) the Eligible Amount minus the Additional Required Equity Amount is less than $485,000,000, 70%.

“ Term AUD Loan ” refers to a Loan made in AUD made by the Lenders pursuant to Section 2.01(a)(i )(A).

“ Term AUD Loan Commitment ” means, with respect to each Term Loan Lender, the commitment, if any, of such Term Loan Lender to make Term AUD Loans hereunder on the Closing Date, expressed as an amount representing the maximum aggregate principal amount of

the Term AUD Loans to be made by such Term Loan Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such Term Loan Lender pursuant to Section 10.04 . The initial amount of each Term Loan Lender’s Term AUD Loan Commitment is set forth on Schedule 1.01 , or in the Assignment and Assumption pursuant to which such Term Loan Lender shall have assumed its Term AUD Loan Commitment, as applicable. The initial aggregate amount of all of the Term Loan Lenders’ Term AUD Loan Commitments is A$25,606,488.36.

“ Term AUD Loan Facility ” has the meaning set forth in the recitals hereto.

“ Term CAD Loan ” refers to a Loan made in CAD pursuant to Section 2.01(a)(i)(B) .

“ Term CAD Loan Commitment ” means, with respect to each Term Loan Lender, the commitment, if any, of such Term Loan Lender to make Term CAD Loans hereunder on the Closing Date, expressed as an amount representing the maximum aggregate principal amount of the Term CAD Loans to be made by such Term Loan Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such Term Loan Lender pursuant to Section 10.04 . The initial amount of each Term Loan Lender’s Term CAD Loan Commitment is set forth on Schedule 1.01 , or in the Assignment and Assumption pursuant to which such Term Loan Lender shall have assumed its Term CAD Loan Commitment, as applicable. The initial aggregate amount of all of the Term Loan Lenders’ Term CAD Loan Commitments is C$26,546,901.17.

“ Term CAD Loan Facility ” has the meaning set forth in the recitals hereto.

“ Term Dollar Loan ” refers to a Loan made in Dollars pursuant to Section 2.01(a)(i)(C) .

“ Term Dollar Loan Commitment ” means, with respect to each Term Loan Lender, the commitment, if any, of such Term Loan Lender to make Term Dollar Loans hereunder on the Closing Date, expressed as an amount representing the maximum aggregate principal amount of the Term Dollar Loans to be made by such Term Loan Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such Term Loan Lender pursuant to Section 10.04 . The initial amount of each Term Loan Lender’s Term Dollar Loan Commitment is set forth on Schedule 1.01 , or in the Assignment and Assumption pursuant to which such Term Loan Lender shall have assumed its Term Dollar Loan Commitment, as applicable. The initial aggregate amount of all of the Term Loan Lenders’ Term Dollar Loan Commitments is $1,330,106,469.51.

“ Term Dollar Loan Facility ” has the meaning set forth in the recitals hereto.

“ Term Euro Loan ” refers to a Loan made in Euros made pursuant to Section 2.01(a)(i)(D) .

“ Term Euro Loan Commitment ” means, with respect to each Term Loan Lender, the commitment, if any, of such Term Loan Lender to make Term Euro Loans hereunder on the Closing Date, expressed as an amount representing the maximum aggregate principal amount of the Term Euro Loans to be made by such Term Loan Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such Term Loan Lender pursuant to Section 10.04 . The

initial amount of each Term Loan Lender’s Term Euro Loan Commitment is set forth on Schedule 1.01 , or in the Assignment and Assumption pursuant to which such Term Loan Lender shall have assumed its Term Euro Loan Commitment, as applicable. The initial aggregate amount of all of the Term Loan Lenders’ Term Euro Loan Commitments is €52,130,120.58.

“ Term Euro Loan Facility ” has the meaning set forth in the recitals hereto.

“ Term Loan ” means each Term AUD Loan, each Term CAD Loan, each Term Dollar Loan, each Term Euro Loan and each Term Sterling Loan (as the context requires).

“ Term Loan Borrowing Request ” means a request by any Borrower for a Borrowing of Term Loans in accordance with Section 2.01 .

“ Term Loan Commitment ” means a Term AUD Loan Commitment, a Term CAD Loan Commitment, a Term Dollar Loan Commitment, a Term Euro Loan Commitment or a Term Sterling Loan Commitment (as the context requires).

“ Term Loan Facility ” means, individually or collectively as the context may require, the Term AUD Loan Facility, the Term CAD Loan Facility, the Term Dollar Loan Facility, the Term Euro Loan Facility or the Term Sterling Loan Facility.

“ Term Loan Lender ” means a Lender with a Term Loan Commitment or an outstanding Term Loan.

“ Term Sterling Loan ” refers to a Loan made in Sterling made by the Lenders pursuant to Section 2.01(a)(i)(E) .

“ Term Sterling Loan Commitment ” means, with respect to each Term Loan Lender, the commitment, if any, of such Term Loan Lender to make Term Sterling Loans hereunder on the Closing Date, expressed as an amount representing the maximum aggregate principal amount of the Term Sterling Loans to be made by such Term Loan Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such Term Loan Lender pursuant to Section 10.04 . The initial amount of each Term Loan Lender’s Term Sterling Loan Commitment is set forth on Schedule 1.01 , or in the Assignment and Assumption pursuant to which such Term Loan Lender shall have assumed its Term Sterling Loan Commitment, as applicable. The initial aggregate amount of all of the Term Loan Lenders’ Term Sterling Loan Commitments is £58,817,903.01.

“ Term Sterling Loan Facility ” has the meaning set forth in the recitals hereto.

“ Termination Date ” means the date on which (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated (or have been Cash Collateralized) and all Letter of Credit Disbursements shall have been reimbursed, and (c) all other Obligations (other than contingent indemnification obligations) have been paid in full.

“ Total Exposure ” means, at the time of determination, an amount in Dollars equal to the sum of (a) the aggregate outstanding principal amount of the Loans, plus (b) the aggregate principal

amount of the undrawn Revolving Commitments of all Lenders (without duplication of any Revolving Letter of Credit Exposure), plus (c) the aggregate principal amount of the undrawn DDTL Commitments of all Lenders (without duplication of any DDTL Letter of Credit Exposure), plus (d) the aggregate Letter of Credit Exposure of all Lenders; it being understood that, with respect to any such amounts denominated in a currency other than Dollars, the amount thereof for purposes of this definition shall be the Dollar Equivalent thereof.

“ Trade Date ” has the meaning assigned to such term in Section 10.04(i)(i) .

“ Transaction Document ” means each of the Financing Documents, the Underlying Credit Documents to which any Loan Party is a party, the Purchase Documents and the Servicing Agreement.

“ Transactions ” means, collectively, the Acquisition, the PSA Assignment, the contribution of the Required Equity Contribution Amount, the funding of Loans and the Issuance of Letters of Credit on the Closing Date and the payment of fees and expenses in connection with any of the foregoing.

“ TRS ” means a Person qualifying for treatment as a “taxable REIT subsidiary” under Section 856(l) of the Code.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

“ Underlying Credit Documents ” means the loan agreement, credit agreement, indenture or other agreement (including, in the case of a Participation Interest, the related Participation Agreement) pursuant to which a Loan Asset has been issued or created and each other agreement that evidences, governs the terms of or secures the obligations represented by such Loan Asset or of which the holders of such Loan Asset are the beneficiaries, including all letters of credit issued in connection therewith and all documents related to the creation, perfection or maintenance of liens granted or collateral provided to secure such Loan Asset, as the same may be supplemented, modified or amended in accordance herewith.

“ Underlying Credit Facilities ” means, collectively, the Underlying Delayed Draw Term Loan Facilities, the Underlying Letter of Credit Facilities, the Underlying Revolving Loan Facilities and the Underlying Term Loan Facilities.

“ Underlying Delayed Draw Term Loan Facility ” means (a) upon the acquisition of any Delayed Acquisition Loan Asset in accordance with the Purchase Agreement, such Delayed Acquisition Loan Asset and (b) a Loan Asset that (i) is fully committed on the initial funding date of such Loan Asset, (ii) is required to be fully funded in one or more installments or advances on draw dates (whether or not scheduled) and (iii) does not permit (as of the date of determination) the re-borrowing of any amounts thereof previously repaid by the Underlying Obligor, and in each case identified as an “Underlying Delayed Draw Term Loan Facility” on the Loan Asset Schedule.

“ Underlying Letter of Credit Facility ” means a Loan Asset comprising a commitment or risk participation in a letter of credit facility and in each case identified as an “Underlying Letter of Credit Facility” on the Loan Asset Schedule.

“ Underlying Letter of Credit Facility Principal Receipts ” means amounts received by the Borrowers in cash comprising a repayment of an outstanding loan under an Underlying Letter of Credit Facility or a reimbursement of an amount drawn under a letter of credit under an Underlying Letter of Credit Facility.

“ Underlying Material Adverse Effect ” means with respect to any Loan Asset, the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, has or could be reasonably expected to have a material adverse effect on the business, results of operations, Properties or financial condition of the applicable Underlying Obligor, on the enforceability against the applicable Underlying Obligor of any Material Underlying Credit Document, or on the validity, perfection or priority of the Lien securing the applicable Loan Asset under the applicable Underlying Credit Documents.

“ Underlying Obligor ” means each borrower or maker or obligor under any Loan Asset and each guarantor thereof.

“ Underlying Revolving Loan Facility ” means a Loan Asset comprising a loan or line of credit that contains a commitment to make one or more extensions of credit to an Underlying Obligor, pursuant to the terms of which amounts borrowed may be repaid and subsequently reborrowed, and in each case identified as an “Underlying Revolving Loan Facility” on the Loan Asset Schedule.

“ Underlying Revolving Facility Principal Receipts ” means amounts received by the Borrowers in cash comprising a repayment of an outstanding loan under an Underlying Revolving Loan Facility or a reimbursement of an amount drawn under a letter of credit under an Underlying Revolving Loan Facility.

“ Underlying Term Loan Facility ” means a Loan Asset that (a) is fully funded as of the Closing Date and (b) does not permit the re-borrowing of any amounts thereof previously repaid by the Underlying Obligor and in each case identified as an “Underlying Term Loan Facility” on the Loan Asset Schedule.

“ Underlying Unfunded Exposure ” means, as of any date of determination, an amount in Dollars equal to the sum of (i) the aggregate principal amount of undrawn commitments of the Borrowers (including, for the avoidance of doubt, all participations by the Borrowers in any outstanding letters of credit or drawings thereunder that have not yet been reimbursed by or on behalf of the Underlying Obligors) under the Underlying Revolving Loan Facilities, plus (ii) the aggregate principal amount of undrawn commitments of the Borrowers under the Underlying Delayed Draw Term Loan Facilities plus (iii) the aggregate principal amount of undrawn commitments of the Borrowers (including, for the avoidance of doubt, all participations by the Borrowers in any outstanding letters of credit or drawings thereunder that have not yet been reimbursed by or on behalf of the Underlying Obligors) under the Underlying Letter of Credit Facilities, in each case, as of such date of determination; it being understood that, with respect to

any such amounts denominated in a currency other than Dollars, the amount thereof for purposes of this definition shall be the Dollar Equivalent thereof.

“ Undisclosed Administration ” means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or parent company is subject to home jurisdiction supervision if Applicable Law requires that such appointment is not to be publicly disclosed.

“ Unfunded Exposure ” means, at the time of determination, an amount in Dollars equal to the sum of (a) the aggregate principal amount of the undrawn Revolving Commitments (including, for the avoidance of doubt, any Revolving Letter of Credit Exposure) of all Lenders, plus (b) the aggregate principal amount of the undrawn DDTL Commitments (including, for the avoidance of doubt, any DDTL Letter of Credit Exposure but excluding any Delayed Acquisition Loan Asset Commitments) of all Lenders, in each case, as of such date of determination; it being understood that, with respect to any such amounts denominated in a currency other than Dollars, the amount thereof for purposes of this definition shall be the Dollar Equivalent thereof.

“ United States ” means the United States of America.

“ U.S. Borrower ” means any Borrower that is a U.S. Person.

“ U.S. Person ” means any “United States person,” within the meaning of Section 7701(a)(30) of the Code, and any entity disregarded as separate therefrom for U.S. federal income tax purposes.

“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 2.19(h)(ii)(B) .

“ Withholding Agent ” means the Loan Parties and the Administrative Agent.

Section 1.02 Terms Generally . Except as otherwise expressly provided, the following rules of interpretation shall apply to this Agreement and the other Financing Documents:

(a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b) except where otherwise specified, the word “or” is not exclusive. Thus, if a party “may do (a) or (b),” then the party may do either or both. The party is not limited to a mutually exclusive choice between the two alternatives;

(d) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(e) the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(f) unless the context requires otherwise, 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 or therein) and shall include any appendices, schedules, exhibits, clarification letters, side letters and disclosure letters executed in connection therewith;

(g) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent permitted under the Financing Documents and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities;

(h) any reference to any Applicable Law in any of the Financing Documents shall include all references to such Applicable Law as amended from time to time;

(i) 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;

(j) all references herein to Articles, Sections, Appendices, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Appendices, Exhibits and Schedules to, this Agreement;

(k) references to “days” means calendar days, unless the term “Business Days” shall be used and, except as otherwise provided herein, when performance of any covenant, duty or obligation in respect of any deliverable (other than payment of an Obligation) is required on a day which is not a Business Day, the date on which such performance is required shall be extended to the immediately succeeding Business Day;

(l) references to a time of day means such time in New York, New York, unless otherwise specified;

(m) 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;

(n) all references herein or in any other Financing Document to the “knowledge” of a Person shall be deemed to be references to the knowledge of an Authorized Officer of such Person; and

(o) any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, 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, consolidation, 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, joint venture or any other like term shall also constitute such a Person or entity).

Section 1.03 Accounting Terms . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with Applicable Accounting Requirements; provided that, if any Borrower notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change in the Applicable Accounting Requirements occurring after the Closing Date or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in the Applicable Accounting Requirements or in the application thereof, then such provision shall be interpreted on the basis of the Applicable Accounting Requirements 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.

ARTICLE II.

THE FACILITIES

Section 2.01 Term Loan Facility .

(a) Term Loans .

(i) Subject to the terms and conditions set forth herein:

(A) each Term Loan Lender, severally, but not jointly, agrees to make one or more Term AUD Loans to the Borrowers on the Closing Date in a single disbursement on the Closing Date, in an aggregate principal amount that will not result in such Term Loan Lender’s Term AUD Loans exceeding its Term AUD Loan Commitment;

(B) each Term Loan Lender, severally, but not jointly, agrees to make one or more Term CAD Loans to the Borrowers on the Closing Date in a single disbursement on the Closing Date, in an aggregate principal amount that will not result in such Term Loan Lender’s Term CAD Loans exceeding its Term CAD Loan Commitment;

(C) each Term Loan Lender, severally, but not jointly, agrees to make one or more Term Dollar Loans to the Borrowers on the Closing Date in a single disbursement on the Closing Date, in an aggregate principal amount that will not result in such Term Loan Lender’s Term Dollar Loans exceeding its Term Dollar Loan Commitment;

(D) each Term Loan Lender, severally, but not jointly, agrees to make one or more Term Euro Loans to the Borrowers on the Closing Date in a single disbursement on the Closing Date, in an aggregate principal amount that will not result in such Term Loan Lender’s Term Euro Loans exceeding its Term Euro Loan Commitment; and

(E) each Term Loan Lender, severally, but not jointly, agrees to make one or more Term Sterling Loans to the Borrowers on the Closing Date in a single disbursement on the Closing Date, in an aggregate principal amount that will not result in such Term Loan Lender’s Term Sterling Loans exceeding its Term Sterling Loan Commitment.

(ii) Any unutilized Term Loan Commitment shall be automatically cancelled after the Borrowing of the Term Loans on the Closing Date.

(iii) Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.

(b) Notice of Term Loan Borrowing . To request a Borrowing of Term Loans, a Borrower shall deliver a written Borrowing Request in the form of Exhibit C-1 signed by such Borrower to the Administrative Agent not later than 11:00 am one (1) Business Day before the Closing Date or at such later time and date as may be agreed by the Administrative Agent. Each such written Borrowing Request by a Borrower shall specify the following information:

(i) the aggregate amount of each such Borrowing of Term Loans requested by such Borrower;

(ii) the date of each such Borrowing of Term Loans, which shall be the Closing Date and a Business Day;

(iii) the Currency in which each such Borrowing is to be denominated;

(iv) whether each such Borrowing of Term Loans is to be an ABR Borrowing ( provided that, Term AUD Loans, Term Euro Loans and Term Sterling Loans may not be made as ABR Loans) or a Eurodollar Borrowing; and

(v) in the case of a Eurodollar Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term “Interest Period.”

(c) Notice by the Administrative Agent to the Lenders . Promptly following receipt of a Borrowing Request in accordance with this Section 2.01 , the Administrative Agent shall advise each Term Loan Lender of the details thereof and of the amount of such Lender’s Term Loans to be made as part of the requested Borrowing.

(d) Failure to Elect . If no election as to the Type of a Borrowing of Term Loans is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period ending on the next Quarterly Payment Date occurring at least five (5) Business Days thereafter. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the requested Borrowing shall be made as a Eurodollar Borrowing with an Interest Period ending on the next Quarterly Payment Date occurring at least five (5) Business Days thereafter. If no election as to the applicable Currency is specified, then the requested Borrowing shall be a Borrowing of Term Dollar Loans.

Section 2.02 Revolving Credit Facility .

(a) Revolving Loans.

(i) Subject to the terms and conditions set forth herein:

(A) each Revolving Lender agrees, severally, but not jointly, to make one or more Revolving Dollar Loans to the Borrowers from time to time during the Revolving Loan Availability Period, in an aggregate principal amount that will not result in such Revolving Lender’s Revolving Dollar Loans, together with its Revolving Letter of Credit Exposure, exceeding its Revolving Dollar Commitment;

(B) each Revolving Lender agrees, severally, but not jointly, to make one or more Revolving Euro Loans to the Borrowers from time to time during the Revolving Loan Availability Period, in an aggregate principal amount that will not result in such Revolving Lender’s Revolving Euro Loans exceeding its Revolving Euro Commitment; and

(C) each Revolving Lender agrees, severally, but not jointly, to make one or more Revolving Sterling Loans to the Borrowers from time to time during the Revolving Loan Availability Period, in an aggregate principal amount that will not result in such Revolving Lender’s Revolving Sterling Loans exceeding its Revolving Sterling Commitment.

(ii) Amounts prepaid or repaid in respect of Revolving Loans may be reborrowed.

(b) Notice of Revolving Loan Borrowing . To request a Borrowing of Revolving Loans other than pursuant to Section 2.05(f)(ii) , a Borrower shall deliver a written Borrowing Request in the form of Exhibit C-2 signed by such Borrower to the Administrative Agent (x) in the case of any Borrowing of Revolving Loans on the Closing Date, not later than 11:00 am one (1) Business Day before the Closing Date or at such later time and date as may be agreed by the Administrative Agent and (y) in the case of any Borrowing of Revolving Loans after the Closing Date, (1) in the case of a Eurodollar Borrowing, not later than 11:00 a.m. three (3) Business Days before the date of the proposed Borrowing or (2) in the case of an ABR Borrowing, not later than 1:00 p.m. on the date of the proposed Borrowing. Each such written Borrowing Request by a Borrower shall specify the following information:

(i) the aggregate amount of each such Borrowing of Revolving Loans requested by such Borrower;

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

(iii) the Currency in which each such Borrowing is to be denominated;

(iv) whether such Borrowing of Revolving Loans is to be an ABR Borrowing ( provided that, Revolving Euro Loans and Revolving Sterling Loans may not be made as ABR Loans) or a Eurodollar Borrowing; and

(v) in the case of a Eurodollar Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term “Interest Period”.

(c) Notice by the Administrative Agent to the Lenders . Promptly following receipt of a Borrowing Request in accordance with this Section 2.02 , the Administrative Agent shall advise each Revolving Lender of the details thereof and of the amount of such Lender’s Revolving Loans to be made as part of the requested Borrowing.

(d) Failure to Elect . If no election as to the Type of a Borrowing of Revolving Loans is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period ending on the next Quarterly Payment Date occurring at least five (5) Business Days thereafter. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the requested Borrowing shall be made as a Eurodollar Borrowing with an Interest Period ending on the next Quarterly Payment Date occurring at least five (5) Business Days thereafter. If no election as to the applicable Currency is specified, then the requested Borrowing shall be a Borrowing of Revolving Dollar Loans.

(e) Euro and Sterling Letter of Credit Facilities . In the event a Borrower is required to provide a letter of credit in support of such Borrower’s commitments under an Underlying Revolving Loan Facility denominated in Euros or Sterling, at the written request of such Borrower, the Administrative Agent, Revolving Issuing Lender, Revolving Lenders and the Borrowers shall endeavor to establish under this Agreement a letter of credit facility in support thereof within the Revolving Euro Credit Facility and/or the Revolving Sterling Credit Facility, as applicable. Any such letter of credit facility shall be substantially similar to the Revolving Letter of Credit facility set forth in Section 2.05 with such changes as may be appropriate to reflect the Currency thereof, and shall be established by an amendment to this Agreement. Any such amendment pursuant to this Section 2.02(e) shall be effected without the payment of any fee by the Borrowers and shall become effective without any further action or consent of any other party to this Agreement other than the Administrative Agent, the Revolving Issuing Lender, the Revolving Lenders and the Borrowers so long as such amendment (i) does not increase the Revolving Euro Commitments or the Revolving Sterling Commitments and (ii) the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such amendment is provided to the Lenders, a written notice from the Required Lenders (without giving effect to any requirement that the Required Lenders include at least two unaffiliated Lenders) stating that such Required Lenders object to such amendment.

Section 2.03 DDTL Facility .

(a) DDTL Loans .

(i) Subject to the terms and conditions set forth herein, each DDTL Lender agrees, severally, but not jointly, to make one or more DDTL Loans in Dollars to the Borrowers from time to time during the DDTL Loan Availability Period, in an aggregate principal amount that does not exceed, together with its DDTL Letter of Credit Exposure, its DDTL Commitment. The aggregate DDTL Commitments shall be automatically reduced on a dollar by dollar basis by the aggregate amount of any DDTL Loans borrowed hereunder.

(ii) Amounts prepaid or repaid in respect of DDTL Loans may not be reborrowed.

(b) Notice of DDTL Loan Borrowing . To request a Borrowing of DDTL Loans other than pursuant to Section 2.06(f)(ii) , a Borrower shall deliver a written Borrowing Request in the form of Exhibit C-3 signed by such Borrower to the Administrative Agent (x) in the case of any Borrowing of DDTL Loans on the Closing Date, not later than 11:00 noon one (1) Business Day before the Closing Date or at such later time and date as may be agreed by the Administrative Agent and (y) in the case of any Borrowing of DDTL Loans after the Closing Date, (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m. three (3) Business Days before the date of the proposed Borrowing (or such later date as the Administrative Agent may agree), or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m. on the date of the proposed Borrowing. Each such written Borrowing Request by a Borrower shall specify the following information:

(i) the aggregate amount of the Borrowing of DDTL Loans requested by such Borrower;

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

(iii) whether such Borrowing of DDTL Loans is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv) in the case of a Eurodollar Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) in the event of any Borrowing of DDTL Loans to fund the acquisition of a Delayed Acquisition Loan Asset, notice thereof and the aggregate principal amount of such Delayed Acquisition Loan Asset being acquired.

(c) Notice by the Administrative Agent to the Lenders . Promptly following receipt of a Borrowing Request in accordance with this Section 2.03 , the Administrative Agent shall advise each DDTL Lender of the details thereof and of the amount of such Lender’s DDTL Loans to be made as part of the requested Borrowing.

(d) Failure to Elect . If no election as to the Type of a Borrowing of DDTL Loans is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period ending on the next Quarterly Payment Date occurring at least five (5) Business Days thereafter. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the requested Borrowing shall be made as a Eurodollar Borrowing with an Interest Period ending on the next following Quarterly Payment Date occurring at least five Business Days thereafter.

(e) Delayed Acquisition Loan Assets . The Delayed Acquisition Loan Asset Commitments may only be borrowed to fund the acquisition of the applicable Delayed Acquisition Loan Asset in an amount not to exceed 82.5% of the principal amount of such Delayed Acquisition Loan Asset being acquired. On October 22, 2018 (or such later date as the Coordinating Lead Arranger may agree), the aggregate DDTL Commitments shall be automatically reduced on a dollar by dollar basis by any then outstanding Delayed Acquisition Loan Asset Commitments.

Section 2.04 [Reserved .]

Section 2.05 Revolving Letters of Credit .

(a) Revolving Letters of Credit . Subject to the terms and conditions set forth herein, a Borrower may request any Revolving Issuing Lender to Issue, and, subject to the terms and conditions set forth herein, such Revolving Issuing Lender agrees to Issue, a Revolving Letter of Credit at any time and from time to time during the Letter of Credit Availability Period for Revolving Letters of Credit.

(b) Notice of Issuance, Amendment, Renewal or Extension .

(i) To request the Issuance of a Revolving Letter of Credit, a Borrower shall deliver to a Revolving Issuing Lender (with a copy to each applicable Revolving Lender) and the Administrative Agent (no later than 11:00 a.m.), three (3) Business Days before the requested date of Issuance (or such later time and date as the applicable Revolving Issuing Lender may agree) a Notice of Issuance in the form of Exhibit C-4 requesting the Issuance of a Revolving Letter of Credit, and specifying the date of Issuance (which shall be a Business Day and shall comply with this Section 2.05 ), the date on which such Revolving Letter of Credit is to expire (which shall comply with clause (d) of this Section 2.05 ), the amount of such Revolving Letter of Credit, the currency in which such Revolving Letter of Credit is to be denominated (which shall be Dollars) and such other information (to the extent readily available) as shall be reasonably necessary to prepare or Issue such Revolving Letter of Credit; provided that no such Notice of Issuance shall be required in respect of an automatic extension of the expiry date of any Letter of Credit pursuant to the terms and conditions of such Revolving Letter of Credit; provided , further , that no Revolving Issuing Lender shall have any obligation to issue any Revolving Letter of Credit (x) if any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain any such Revolving Issuing Lender from issuing such Revolving Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit or request that such Revolving Issuing Lender refrain from the issuance of letters of credit generally or such Revolving Letter of Credit in particular or (y) the issuance of such Revolving Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit. Upon (A) the amendment date, in the case of a requested increase or decrease of the Stated Amount under a Revolving Letter of Credit, or (B) the date specified as being the date requested for issuance or extension, in the case of the issuance or extension of a Revolving Letter of Credit, in each case as the applicable date is specified in such Notice of Issuance, subject to the terms and conditions set forth in this Agreement (including, other than in respect of a request by the applicable Borrower to reduce the Stated Amount of a Revolving Letter of Credit, the applicable conditions precedent set forth in Section 4.02 ), the relevant Revolving Issuing Lender shall, by amendment to the Revolving Letter of Credit, adjust the Stated Amount thereof downward or upward, as applicable, to reflect the decrease or increase, as applicable, or issue or extend the Revolving Letter of Credit, in each case as specified in such Notice of Issuance. Upon the Issuance of any Revolving Letter of Credit by a Revolving Issuing Lender or amendment or modification to a

Revolving Letter of Credit, such Revolving Issuing Lender shall promptly notify the Administrative Agent of such Issuance or amendment or modification. On the last Business Day of each month, each Revolving Issuing Lender shall report to the Administrative Agent the Stated Amount of each Revolving Letter of Credit issued by it and information related to any amendment or modification thereto.

(ii) Subject to a final expiration date as specified in clause (d) of this Section 2.05 , each Revolving Letter of Credit may provide for the automatic extension of the expiry date thereof unless the applicable Revolving Issuing Lender gives notice in accordance with the Revolving Letter of Credit that such expiry date shall not be extended, and such Revolving Issuing Lender shall give such notice to the applicable Borrower and the Administrative Agent if requested to do so by such Borrowers or the Administrative Agent in a notice given not more than sixty (60) days, but not less than forty-five (45) days, prior to the current expiry date of such Revolving Letter of Credit. If requested by the applicable Revolving Issuing Lender, the applicable Borrower also shall submit a letter of credit application on such Revolving Issuing Lender’s standard form in connection with any request for a Revolving Letter of Credit. 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 a Borrower to, or entered into by a Borrower with, any Revolving Issuing Lender relating to any Revolving Letter of Credit, the terms and conditions of this Agreement shall control (and, in particular, notwithstanding any contrary construction rule set forth in any such application or other agreement). Each Issuing Lender will make available to the applicable Letter of Credit beneficiary thereof the original of the Revolving Letter of Credit issued by it hereunder.

(c) Limitations on Amounts and Uses . A Revolving Letter of Credit shall be Issued only if, after giving effect to such Issuance, (i) the Revolving Issuing Lender’s Revolving Letter of Credit Exposure shall not exceed its Issuing Commitment with respect to Revolving Letters of Credit and (ii) the outstanding principal amount of each Revolving Lender’s Revolving Dollar Loans, together with its Revolving Letter of Credit Exposure, shall not exceed its Revolving Dollar Commitment.

(d) Expiration Date . Each Revolving Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date twelve months after the date of the issuance of such Revolving Letter of Credit (or, in the case of any renewal or extension thereof (including automatic extensions of such Revolving Letter of Credit contemplated by Section 2.05(b)(ii) ), twelve months after the then-current expiration date of such Revolving Letter of Credit) and (ii) five (5) Business Days prior to the Maturity Date (unless the Borrowers Cash Collateralize or otherwise backstop the Revolving Issuing Lender’s Letter of Credit Exposure with respect to such Revolving Letter of Credit pursuant to arrangements reasonably satisfactory to such Revolving Issuing Lender).

(e) Participations .

(i) By the Issuance of any Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the Stated Amount thereof) by any Revolving Issuing Lender, and without any further action on the part of such Revolving Issuing Lender or the Revolving Lenders, such Issuing Lender hereby grants to each applicable Revolving

Lender, and each such Revolving Lender hereby acquires from such Revolving Issuing Lender, a participation in such Revolving Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Revolving Letter of Credit. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.05(e) in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of Revolving Dollar Commitments.

(ii) In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the applicable Revolving Issuing Lender, such Revolving Lender’s Applicable Percentage of each Revolving Letter of Credit Disbursement in respect of Revolving Letters of Credit as provided in Section 2.05(f)(ii) and (iii) . Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.08 with respect to Loans made by such Revolving Lender (and Section 2.08 shall apply, mutatis mutandis , to the payment obligations of Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender the amounts so received by it from the applicable Revolving Lenders.

(f) Reimbursement Obligations Absolute.

(i) If any Revolving Issuing Lender shall make any Revolving Letter of Credit Disbursements, the Borrowers shall reimburse such Revolving Letter of Credit Disbursement to the applicable Revolving Issuing Lender for its own account not later than 12:00 noon, on the Business Day that is five (5) Business Days following the date on which such Revolving Letter of Credit Disbursement is made (the “ Revolving Reimbursement Date ”), in an amount equal to the full amount of such Revolving Letter of Credit Disbursement plus accrued interest thereon from the date on which such Revolving Letter of Credit Disbursement is made to the date of repayment of the Revolving Letter of Credit Disbursement at the rate of interest that would apply to an ABR Loan in accordance with Section 2.14 (each, a “ Revolving Reimbursement Obligation ”); provided , that pursuant to Section 2.14(c) , to the extent any Event of Default has occurred and is continuing as of any such Revolving Reimbursement Date, the Borrowers shall pay interest at the Default Rate. Any such Revolving Reimbursement Obligation shall be due and payable strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (A) any lack of validity or enforceability of such Revolving Letter of Credit, or any term or provision therein, (B) any draft or other document presented under such Revolving Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (C) any payment by the applicable Revolving Issuing Lender under such Revolving Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, and (D) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.05(f) , constitute a legal or equitable discharge of the obligations of the Borrowers hereunder. The

applicable Revolving Issuing Lender shall promptly notify the Administrative Agent of the occurrence and amount of any Revolving Reimbursement Obligation.

(ii) Unless the applicable Borrower shall have notified the Administrative Agent and the applicable Revolving Issuing Lender prior to 12:00 noon on the Business Day after any Revolving Letter of Credit Disbursement is made that such Borrower intends to reimburse the applicable Revolving Issuing Lender for the amount of such Revolving Letter of Credit Disbursement with funds other than the proceeds of the Revolving Dollar Loans, such Borrower shall be deemed to have requested that such Revolving Letter of Credit Disbursement be financed through a Borrowing of Revolving Dollar Loans on the Business Day following the date of such Revolving Letter of Credit Disbursement in an amount in Dollars equal to the amount of such Revolving Letter of Credit Disbursement and, subject to no Event of Default having occurred, each Revolving Lender shall, upon receipt of notice from the applicable Revolving Issuing Lender of the existence of a Revolving Letter of Credit Disbursement ( provided that such notice is received by such Revolving Lender prior to 2:00 p.m. on the date of such Revolving Letter of Credit Disbursement), on the Business Day following the date of such Revolving Letter of Credit Disbursement, make loans in a Borrowing that are ABR Loans ratably based on its Revolving Dollar Commitment in an aggregate amount equal to such Revolving Letter of Credit Disbursement (with such Loan to be funded in accordance with Section 2.08 ) the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable Revolving Issuing Lender for the amount of such honored Revolving Letter of Credit Disbursement; provided , that , if such notice is received by any Revolving Lender after 2:00 p.m. on the date of such Revolving Letter of Credit Disbursement, such Revolving Lender shall make such payment prior to close of business on the second Business Day following the date of such Revolving Letter of Credit Disbursement; and provided , further , that if an Event of Default shall have occurred and be continuing, such applicable Reimbursement Obligation shall be due and payable pursuant to Section 2.05(f)(i) . Each such Revolving Dollar Loan shall initially be made as an ABR Loan and the applicable Borrower shall have the right to convert such Revolving Dollar Loan to a different Type in accordance with Section 2.09 . If for any reason proceeds of such Revolving Dollar Loans are not received by the applicable Revolving Issuing Lender on or prior to the applicable Revolving Reimbursement Date in an amount equal to the amount of such Revolving Reimbursement Obligation, the Borrowers shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such Revolving Reimbursement Obligation over the aggregate amount of such applicable Revolving Dollar Loans, if any, which are so received. Nothing in this Section 2.05(f)(ii) shall be deemed to relieve any Lender from its obligation to make Revolving Dollar Loans on the terms and conditions set forth in this Agreement, and the applicable Borrower shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Dollar Loans under this Section 2.05(f) . All such Revolving Dollar Loans shall be secured by the Security Documents as if made directly to Borrowers.

(iii) In the event that the Borrowers shall fail for any reason to reimburse an Issuing Lender as provided in clause (i) above on the applicable Revolving Reimbursement Date, such Issuing Lender shall promptly notify each Revolving Lender of the

unreimbursed amount of such Revolving Letter of Credit Disbursement with respect to such Revolving Letter of Credit and of such Lender’s respective participation therein. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Revolving Issuing Lender, such Revolving Lender’s Applicable Percentage of each such Revolving Letter of Credit Disbursement within one (1) Business Day after receiving notice; provided , that , such notice is received by 2:00 p.m. (or two (2) Business Days after receiving notice if received by such Revolving Lender after 2:00 pm). Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment made by a Revolving Lender under this Section 2.05(f)(iii) shall be made as provided in Section 2.08 (and Section 2.08 shall apply, mutatis mutandis , to the payment obligations of the Lenders hereunder (including the obligation to pay interest to the applicable Revolving Issuing Lender in respect of late payments by such Lender)), and the Administrative Agent shall promptly pay to the Revolving Issuing Lender the amounts so received by it from the applicable Lenders. In the event a Revolving Issuing Lender shall have been reimbursed by the applicable Revolving Lenders pursuant to this Section 2.05(f)(iii) for all or any portion of any Revolving Letter of Credit Disbursement, the Issuing Lender shall distribute to each applicable Revolving Lender which has paid all amounts payable by it under this Section 2.05(f)(iii) such Revolving Lender’s pro rata share of all payments subsequently received by the Revolving Issuing Lender from the Borrowers in reimbursement of such applicable Revolving Letter of Credit Disbursement when such payments are received.

(iv) Neither the Administrative Agent, nor any Revolving Lender, nor any Revolving Issuing Lender, 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 Revolving Letter of Credit by any applicable Revolving Issuing Lender 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 Revolving Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Revolving Issuing Lender; provided that, after paying in full its obligation to reimburse Revolving Letter of Credit Disbursements as provided in this Section 2.05(f) , neither the foregoing nor the second sentence of Section 2.05(f)(i) shall be construed to excuse any Revolving Issuing Lender from liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by such Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such Revolving Issuing Lender’s gross negligence or willful misconduct as determined in a non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a Revolving Letter of Credit comply with the terms thereof. In furtherance of the foregoing, the parties hereto expressly agree that, in the absence of gross negligence or willful misconduct as determined in a non-appealable judgment by a court of competent jurisdiction on the part of a Revolving Issuing Lender:

(A) such Revolving Issuing Lender may accept documents that appear on their face to be in substantial compliance with the terms of an applicable

Revolving Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Revolving Letter of Credit;

(B) such Revolving Issuing Lender shall have the right, in its sole discretion, to decline to accept such documents and to decline to make such payment if such documents are not in strict compliance with the terms of such Revolving Letter of Credit; and

(C) clauses (A) and (B) above shall establish the standard of care to be exercised by a Revolving Issuing Lender when determining whether drafts and other documents presented under an applicable Revolving Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing).

(g) Disbursement Procedures . A Revolving Issuing Lender for any applicable Revolving Letter of Credit shall, promptly (but no later than two (2) Business Days) following its receipt thereof, examine all documents purporting to represent a demand for an applicable Revolving Letter of Credit Disbursement under such Revolving Letter of Credit. Such Revolving Issuing Lender shall promptly (but no later than three (3) Business Days) after such examination notify the Administrative Agent and the applicable Borrower by electronic communication of such demand for such Revolving Letter of Credit Disbursement and whether such Revolving Issuing Lender has made or will make such Revolving Letter of Credit Disbursement thereunder and the date of such Revolving Letter of Credit Disbursement; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse (without duplication) such Issuing Lender with respect to any such Revolving Letter of Credit Disbursement.

Section 2.06 DDTL Letters of Credit .

(a) DDTL Letters of Credit . Subject to the terms and conditions set forth herein, a Borrower may request any DDTL Issuing Lender to Issue, and, subject to the terms and conditions set forth herein, such DDTL Issuing Lender agrees to Issue, a DDTL Letter of Credit at any time and from time to time during the Letter of Credit Availability Period for DDTL Letters of Credit.

(b) Notice of Issuance, Amendment, Renewal or Extension .

(i) To request the Issuance of a DDTL Letter of Credit, a Borrower shall deliver to a DDTL Issuing Lender (with a copy to each applicable DDTL Lender) and the Administrative Agent (no later than 11:00 a.m.), three (3) Business Days before the requested date of Issuance) a Notice of Issuance in the form of Exhibit C-4 requesting the Issuance of a DDTL Letter of Credit, and specifying the date of Issuance (which shall be a Business Day and shall comply with this Section 2.06 ), the date on which such DDTL Letter of Credit is to expire (which shall comply with clause (d) of this Section 2.06 ), the amount of such DDTL Letter of Credit, the currency in which such DDTL Letter of Credit is to be denominated (which shall be Dollars) and such other information (to the extent

readily available) as shall be reasonably necessary to prepare or Issue such DDTL Letter of Credit; provided that no such Notice of Issuance shall be required in respect of an automatic extension of the expiry date of any DDTL Letter of Credit pursuant to the terms and conditions of such DDTL Letter of Credit; provided , further , that no DDTL Issuing Lender shall have any obligation to issue any DDTL Letter of Credit (x) if any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain any such DDTL Issuing Lender from issuing such DDTL Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit or request that such DDTL Issuing Lender refrain from the issuance of letters of credit generally or such DDTL Letter of Credit in particular or (y) the issuance of such DDTL Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit. Upon (A) the amendment date, in the case of a requested increase or decrease of the Stated Amount under a DDTL Letter of Credit, or (B) the date specified as being the date requested for issuance or extension, in the case of the issuance or extension of a DDTL Letter of Credit, in each case as the applicable date is specified in such Notice of Issuance, subject to the terms and conditions set forth in this Agreement (including, other than in respect of a request by the applicable Borrower to reduce the Stated Amount of a DDTL Letter of Credit, the applicable conditions precedent set forth in Section 4.02 ), the relevant DDTL Issuing Lender shall, by amendment to the DDTL Letter of Credit, adjust the Stated Amount thereof downward or upward, as applicable, to reflect the decrease or increase, as applicable, or issue or extend the DDTL Letter of Credit, in each case as specified in such Notice of Issuance. Upon the Issuance of any DDTL Letter of Credit by a DDTL Issuing Lender or amendment or modification to a DDTL Letter of Credit, such DDTL Issuing Lender shall promptly notify the Administrative Agent of such Issuance or amendment or modification. On the last Business Day of each month, each DDTL Issuing Lender shall report to the Administrative Agent the Stated Amount of each DDTL Letter of Credit issued by it and information related to any amendment or modification thereto.

(ii) Subject to a final expiration date as specified in clause (d) of this Section 2.06 , each DDTL Letter of Credit may provide for the automatic extension of the expiry date thereof unless the applicable DDTL Issuing Lender gives notice in accordance with the DDTL Letter of Credit that such expiry date shall not be extended, and such DDTL Issuing Lender shall give such notice to the applicable Borrower and the Administrative Agent if requested to do so by such Borrower or the Administrative Agent in a notice given not more than sixty (60) days, but not less than forty-five (45) days, prior to the current expiry date of such DDTL Letter of Credit. If requested by the applicable DDTL Issuing Lender, the applicable Borrower also shall submit a letter of credit application on such DDTL Issuing Lender’s standard form in connection with any request for a DDTL Letter of Credit. 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 a Borrower to, or entered into by a Borrower with, any DDTL Issuing Lender relating to any DDTL Letter of Credit, the terms and conditions of this Agreement shall control (and, in particular, notwithstanding any contrary construction rule set forth in any such application or other agreement). Each Issuing Lender will make

available to the applicable Letter of Credit beneficiary thereof the original of the DDTL Letter of Credit issued by it hereunder.

(c) Limitations on Amounts and Uses . A DDTL Letter of Credit shall be Issued only if, after giving effect to such Issuance, (i) the DDTL Issuing Lender’s DDTL Letter of Credit Exposure shall not exceed its Issuing Commitment with respect to DDTL Letters of Credit and (ii) the outstanding principal amount of each DDTL Lender’s DDTL Loans, together with its DDTL Letter of Credit Exposure, shall not exceed its DDTL Commitment.

(d) Expiration Date . Each DDTL Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date twelve months after the date of the issuance of such DDTL Letter of Credit (or, in the case of any renewal or extension thereof (including automatic extensions of such DDTL Letter of Credit contemplated by Section 2.06(b)(ii)) , twelve months after the then-current expiration date of such DDTL Letter of Credit) and (ii) five (5) Business Days prior to the Maturity Date (unless the Borrowers Cash Collateralize or otherwise backstop the DDTL Issuing Lender’s Letter of Credit Exposure with respect to such DDTL Letter of Credit pursuant to arrangements reasonably satisfactory to such DDTL Issuing Lender).

(e) Participations .

(i) By the Issuance of any DDTL Letter of Credit (or an amendment to a DDTL Letter of Credit increasing the Stated Amount thereof) by any DDTL Issuing Lender, and without any further action on the part of such DDTL Issuing Lender or the DDTL Lenders, such DDTL Issuing Lender hereby grants to each applicable DDTL Lender, and each such DDTL Lender hereby acquires from such DDTL Issuing Lender, a participation in such DDTL Letter of Credit equal to such DDTL Lender’s Applicable Percentage of the aggregate amount available to be drawn under such DDTL Letter of Credit. Each DDTL Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.06(e) in respect of DDTL Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any DDTL Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of DDTL Commitments.

(ii) In consideration and in furtherance of the foregoing, each DDTL Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the applicable DDTL Issuing Lender, such DDTL Lender’s Applicable Percentage of each DDTL Letter of Credit Disbursement in respect of DDTL Letters of Credit as provided in Sections 2.06(f)(ii) and (iii) . Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.08 with respect to Loans made by such DDTL Lender (and Section 2.08 shall apply, mutatis mutandis , to the payment obligations of DDTL Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender the amounts so received by it from the applicable DDTL Lenders.

(f) Reimbursement Obligations Absolute.

(i) If any DDTL Issuing Lender shall make any DDTL Letter of Credit Disbursements, the Borrowers shall reimburse such DDTL Letter of Credit Disbursement to the applicable DDTL Issuing Lender for its own account not later than 12:00 noon, on the Business Day that is five (5) Business Days following the date on which such DDTL Letter of Credit Disbursement is made (the “ DDTL Reimbursement Date ”), in an amount equal to the full amount of such DDTL Letter of Credit Disbursement plus accrued interest thereon from the date on which such DDTL Letter of Credit Disbursement is made to the date of repayment of the DDTL Letter of Credit Disbursement at the rate of interest that would apply to an ABR Loan in accordance with Section 2.14 (each, a “ DDTL Reimbursement Obligation ”); provided , that pursuant to Section 2.14(c) , to the extent any Event of Default has occurred and is continuing as of any such DDTL Reimbursement Date, the Borrowers shall pay interest at the Default Rate. Any such DDTL Reimbursement Obligation shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (A) any lack of validity or enforceability of such DDTL Letter of Credit, or any term or provision therein, (B) any draft or other document presented under such DDTL Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (C) any payment by the applicable DDTL Issuing Lender under such DDTL Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, and (D) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.06(f) , constitute a legal or equitable discharge of the obligations of the Borrowers hereunder. The applicable DDTL Issuing Lender shall promptly notify the Administrative Agent of the occurrence and amount of any DDTL Reimbursement Obligation.

(ii) Unless the applicable Borrower shall have notified the Administrative Agent and the applicable DDTL Issuing Lender prior to 12:00 noon on the Business Day after any DDTL Letter of Credit Disbursement is made that such Borrower intends to reimburse the applicable DDTL Issuing Lender for the amount of such DDTL Letter of Credit Disbursement with funds other than the proceeds of the DDTL Loans, such Borrower shall be deemed to have requested that such DDTL Letter of Credit Disbursement be financed through a Borrowing of DDTL Loans on the Business Day following the date of such DDTL Letter of Credit Disbursement in an amount in Dollars equal to the amount of such DDTL Letter of Credit Disbursement and, subject to no Event of Default having occurred, each DDTL Lender shall, upon receipt of notice from the applicable DDTL Issuing Lender of the existence of a DDTL Letter of Credit Disbursement ( provided that such notice is received by such DDTL Lender prior to 2:00 p.m. on the date of such DDTL Letter of Credit Disbursement), on the Business Day following the date of such DDTL Letter of Credit Disbursement, make loans in a Borrowing that are ABR Loans ratably based on its DDTL Commitment in an aggregate amount equal to such DDTL Letter of Credit Disbursement (with such Loan to be funded in accordance with Section 2.08 ) the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable DDTL Issuing Lender for the amount of such honored DDTL Letter of Credit Disbursement; provided , that , if such notice is received by any DDTL Lender after

2:00 p.m. on the date of such DDTL Letter of Credit Disbursement, such DDTL Lender shall make such payment prior to close of business on the second Business Day following the date of such DDTL Letter of Credit Disbursement; and provided , further , that if an Event of Default shall have occurred and be continuing such applicable Reimbursement Obligation shall be due and payable pursuant to Section 2.06(f)(i) . Each such DDTL Loan shall initially be made as an ABR Loan and the applicable Borrower shall have the right to convert such DDTL Loan to a different Type in accordance with Section 2.09 . If for any reason proceeds of such DDTL Loans are not received by the applicable DDTL Issuing Lender on or prior to the applicable DDTL Reimbursement Date in an amount equal to the amount of such DDTL Reimbursement Obligation, the Borrowers shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such DDTL Reimbursement Obligation over the aggregate amount of such applicable DDTL Loans, if any, which are so received. Nothing in this Section 2.06(f)(ii) shall be deemed to relieve any Lender from its obligation to make DDTL Loans on the terms and conditions set forth in this Agreement, and the applicable Borrower shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such DDTL Loans under this Section 2.06(f) . All such DDTL Loans shall be secured by the Security Documents as if made directly to Borrowers.

(iii) In the event that the Borrowers shall fail for any reason to reimburse an Issuing Lender as provided in clause (i) above on the applicable DDTL Reimbursement Date, such Issuing Lender shall promptly notify each DDTL Lender of the unreimbursed amount of such DDTL Letter of Credit Disbursement with respect to such DDTL Letter of Credit and of such Lender’s respective participation therein. Each DDTL Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable DDTL Issuing Lender, such DDTL Lender’s Applicable Percentage of each such DDTL Letter of Credit Disbursement within one (1) Business Day after receiving notice; provided , that , such notice is received by 2:00 p.m. (or two (2) Business Days after receiving notice if received by such DDTL Lender after 2:00 p.m.). Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment made by a DDTL Lender under this Section 2.06(f)(iii) shall be made as provided in Section 2.08 (and Section 2.08 shall apply, mutatis mutandis , to the payment obligations of the DDTL Lenders hereunder (including the obligation to pay interest to the applicable DDTL Issuing Lender in respect of late payments by such DDTL Lender)), and the Administrative Agent shall promptly pay to the DDTL Issuing Lender the amounts so received by it from the applicable DDTL Lenders. In the event a DDTL Issuing Lender shall have been reimbursed by the applicable DDTL Lenders pursuant to this Section 2.06(f)(iii) for all or any portion of any DDTL Letter of Credit Disbursement, the Issuing Lender shall distribute to each applicable DDTL Lender which has paid all amounts payable by it under this Section 2.06(f)(iii) such DDTL Lender’s pro rata share of all payments subsequently received by the DDTL Issuing Lender from the Borrowers in reimbursement of such applicable DDTL Letter of Credit Disbursement when such payments are received.

(iv) Neither the Administrative Agent, nor any DDTL Lender, nor any DDTL Issuing Lender, 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 DDTL Letter of Credit

by any applicable DDTL Issuing Lender 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 DDTL Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable DDTL Issuing Lender; provided that, after paying in full its obligation to reimburse DDTL Letter of Credit Disbursements as provided in this Section 2.06(f) , neither the foregoing nor the second sentence of Section 2.06(f)(i) shall be construed to excuse any DDTL Issuing Lender from liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by such Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such DDTL Issuing Lender’s gross negligence or willful misconduct as determined in a non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a DDTL Letter of Credit comply with the terms thereof. In furtherance of the foregoing, the parties hereto expressly agree that, in the absence of gross negligence or willful misconduct as determined in a non-appealable judgment by a court of competent jurisdiction on the part of a DDTL Issuing Lender:

(A) such DDTL Issuing Lender may accept documents that appear on their face to be in substantial compliance with the terms of an applicable DDTL Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such DDTL Letter of Credit;

(B) such DDTL Issuing Lender shall have the right, in its sole discretion, to decline to accept such documents and to decline to make such payment if such documents are not in strict compliance with the terms of such DDTL Letter of Credit; and

(C) clauses (A) and (B) above shall establish the standard of care to be exercised by a DDTL Issuing Lender when determining whether drafts and other documents presented under an applicable DDTL Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing).

(g) Disbursement Procedures . A DDTL Issuing Lender for any applicable DDTL Letter of Credit shall, promptly (but no later than two (2) Business Days) following its receipt thereof, examine all documents purporting to represent a demand for an applicable DDTL Letter of Credit Disbursement under such DDTL Letter of Credit. Such DDTL Issuing Lender shall promptly (but no later than three (3) Business Days) after such examination notify the Administrative Agent and the applicable Borrower by electronic communication of such demand for such DDTL Letter of Credit Disbursement and whether such DDTL Issuing Lender has made or will make such DDTL Letter of Credit Disbursement thereunder and the date of such DDTL Letter of Credit Disbursement; provided that any failure to give or delay in giving such notice shall

not relieve the Borrowers of their obligation to reimburse (without duplication) such Issuing Lender with respect to any such DDTL Letter of Credit Disbursement.

Section 2.07 Loans and Borrowings .

(a) Obligations of Lenders . Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. 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) Type of Loans .

(i) Subject to Section 2.15 and Section 2.16 , each Borrowing of the Term Loans, any Revolving Loans and any DDTL Loans shall be constituted entirely of ABR Loans or of Eurodollar Loans as the applicable Borrower may request in accordance herewith; provided that Term AUD Loans, Term Euro Loans and Term Sterling Loans may not be made as ABR Loans. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make or hold such Loan at such Lender’s applicable lending office; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

(ii) Each Revolving Loan made pursuant to Section 2.05(f)(ii) and each DDTL Loan made pursuant to Section 2.06(f)(ii) shall be an ABR Loan pursuant to Section 2.05(f)(ii) or Section 2.06(f)(ii) , as applicable, and thereafter, may be converted to a Eurodollar Loan or continued as an ABR Loan or Eurodollar Loan, as the case may be, from time to time in accordance with and subject to Section 2.09 .

(c) Minimum Amounts; Limitation on Number of Borrowings . Each Borrowing any Revolving Loans and any DDTL Loans (other than Revolving Loans and DDTL Loans made pursuant to Section 2.05(f)(ii) and 2.06(f)(ii) , respectively) shall be in an aggregate amount of A$1,000,000, C$1,000,000, $1,000,000, €1,000,000 or £1,000,000, as applicable, or a larger multiple of A$100,000, C$100,000, $100,000, €100,000 or £100,000, as applicable, or such other amount as the Borrowers are required to fund under the applicable Underlying Credit Facility(ies) as evidenced by the documentation delivered pursuant to Section 4.02(a) . Borrowings of more than one Class may be outstanding at the same time; provided that there shall not at any time be more than a total of thirty (30) Eurodollar Borrowings outstanding.

Section 2.08 Funding of Borrowings .

(a) Funding by Lenders . Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 11:00 a.m. (or, in the case of a Borrowing Request expressly permitted to be delivered on the proposed date of such Borrowing in accordance with Section 2.02(b)(y)(2) or 2.02(b)(y)(2) , 5:00 p.m.) 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 the Loans on the Closing Date available to the Borrowers

pursuant to the Funds Flow Memorandum. The Administrative Agent shall make each Revolving Loan and each DDTL Loan after the Closing Date available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to the Loan Funding Account or, if agreed by the Administrative Agent, as otherwise directed by the applicable Borrower in the Borrowing Request.

(b) Presumption by the Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.08 and may, in reliance upon such assumption, make available to the applicable 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 each Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to the Type and Class of Loan made. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Section 2.09 Interest Elections .

(a) Elections by the Borrowers . Except as otherwise expressly provided herein, the Loans constituting each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter, the applicable Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurodollar Borrowing, may elect the Interest Period therefor, all as provided in this Section 2.09 . The applicable 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. Notwithstanding anything to the contrary provided herein, each Borrower shall use commercially reasonable efforts to align the Interest Periods of any Eurodollar Borrowings with Quarterly Payment Dates and to consolidate the Interest Periods of Eurodollar Borrowings. Upon receipt of an Interest Election Request from any Borrower requesting an irregular Interest Period in accordance with the definition of Interest Period, the Administrative Agent and Lenders shall endeavor to provide such Borrower with such Interest Period so long as such Interest Period is available in the London interbank market, European interbank market, Canadian interbank market or the Australian interbank market, as applicable, in the reasonable judgment of Administrative Agent; provided , that where this Agreement permits a Borrower to have an irregular Interest Period for a Eurodollar Borrowing, the Administrative Agent shall set the applicable Adjusted LIBO Rate through interpolating available Adjusted LIBO Rate for periods having terms ending immediately prior to and immediately following such Interest Period (e.g., for a 75 day Interest Period, the

Administrative Agent shall use the midpoint of a two month and three month Adjusted LIBO Rate).

(b) Notice of Elections . To make an election pursuant to this Section 2.09(b) , a Borrower shall notify the Administrative Agent of such election by electronic communication by the time that a Borrowing Request would be required under (i) in the case of Term Loans, Section 2.02 , applied mutatis mutandis as if made applicable thereto, (ii) in the case of Revolving Loans, Section 2.02 or (iii) in the case of DDTL Loans, Section 2.03 , in each case, as if such Borrower were requesting a Borrowing of the Type and Class resulting from such election to be made on the effective date of such election. Each such electronic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic communication to the Administrative Agent of a written Interest Election Request in the form of Exhibit G (to the extent such election was not originally in the form of Exhibit G) .

(c) Content of Interest Election Requests . Each electronically communicated Interest Election Request shall specify the following information:

(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 in 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 ( provided that, Loans denominated in AUD, Euro or Sterling may not be made as ABR Loans) or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period therefor after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

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

(e) Failure to Elect; Events of Default . If any Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period therefor (or if any Interest Election Request made by any Borrower requests a Eurodollar Borrowing but does not specify an Interest Period therefor), then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, such Borrowing shall be continued as a Eurodollar Borrowing with an Interest Period ending on the next following Quarterly Payment Date occurring at least five Business Days thereafter. 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 (without giving effect to any requirement that the Required Lenders include at least two unaffiliated Lenders), so notifies the Borrowers, then, so long as an Event of Default is continuing, (A) subject to clause (B) below, no

outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (B) unless repaid, (x) if such Borrowing is a Eurodollar Borrowing denominated in Dollars or CAD, such Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period therefor or (y) if such Borrowing is a Eurodollar Borrowing denominated in AUD, Euros or Sterling, such Borrowing shall be converted to a Eurodollar Borrowing having an Interest Period of one month or such shorter period as the Administrative Agent may determine in its sole discretion as notified to the Borrowers.

Section 2.10 Termination and Reduction of the Commitments .

(a) Mandatory Termination . Unless previously terminated, (i) the Term Loan Commitments shall terminate after the Borrowing of Term Loans on the Closing Date, (ii) the Revolving Commitments shall terminate on the last day of the Revolving Loan Availability Period and (iii) the DDTL Commitments shall terminate on the last day of the DDTL Loan Availability Period.

(b) Voluntary Termination or Reduction . The Borrowers may at any time terminate, or from time to time reduce, the Commitments of any Class; provided , that:

(i) each partial reduction of the Commitments of any Class pursuant to this Section 2.10(b) shall be in an amount that is A$1,000,000, C$1,000,000, $1,000,000, €1,000,000 or £1,000,000, as applicable, or an integral multiple of A$100,000, C$100,000, $100,000, €100,000 or £100,000, as applicable, in excess thereof (or, if less, the remaining amount of such Commitments) or such other amount equal to the amount of any commitment under an applicable Underlying Credit Facility that has been terminated (in whole or in part) as evidenced by documentation reasonably acceptable to the Administrative Agent;

(ii) the Borrowers shall not voluntarily terminate or reduce the Revolving Dollar Commitments if, after giving effect to such termination or reduction, the aggregate principal amount of the outstanding Revolving Dollar Loans and Revolving Letter of Credit Exposure of all Lenders would exceed the aggregate principal amount of the Revolving Dollar Commitments of all Lenders;

(iii) the Borrowers shall not voluntarily terminate or reduce the Revolving Euro Commitments if, after giving effect to such termination or reduction, the aggregate principal amount of the outstanding Revolving Euro Loans of all Lenders would exceed the aggregate principal amount of the Revolving Dollar Commitments of all Lenders; and

(iv) the Borrowers shall not voluntarily terminate or reduce the Revolving Sterling Commitments if, after giving effect to such termination or reduction, the aggregate principal amount of the outstanding Revolving Sterling Loans of all Lenders would exceed the aggregate principal amount of the Revolving Sterling Commitments of all Lenders.

In addition to the foregoing, the Borrowers shall not permit (including as a result of any termination of reduction of any Class of Commitments), at any time, the Unfunded Exposure to be less than the Underlying Unfunded Exposure unless, at such time, the sum of (A) the available amount under

all Acceptable Letters of Credit held by the Administrative Agent and (B) all Acceptable Equity on deposit in an Acceptable Equity Escrow is no less than the Additional Required Equity Amount.

(c) Automatic Reduction of Issuing Commitment . The Issuing Commitments shall be permanently reduced, as to each applicable Class of Issuing Commitment, from time to time on the date of each reduction of the corresponding Class of Commitments pursuant to Section 2.03 or Section 2.10 by the amount, if any, by which the Issuing Commitments exceed such Class of Commitments after giving effect to such reduction of such Class of Commitments.

(d) Notice of Voluntary Termination or Reduction . The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 2.10 at least three (3) Business Days prior to the effective date of such termination or reduction (or such later date as the Administrative Agent may agree), 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.

(e) Effect of Termination or Reduction . Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Section 2.11 Repayment of Loans; Evidence of Debt .

(a) Repayment .

(i) Term Loans . Each Borrower hereby, jointly and severally, unconditionally promises to pay to the Administrative Agent for the account of the Term Loan Lenders the outstanding principal amount of the Term Loans on the Maturity Date.

(ii) Revolving Loans . Each Borrower hereby, jointly and severally, unconditionally promises to pay to the Administrative Agent for the account of the Revolving Lenders the outstanding principal amount of the Revolving Loans on the Maturity Date.

(iii) DDTL Loans . Each Borrower hereby, jointly and severally, unconditionally promises to pay to the Administrative Agent for the account of the DDTL Lenders the outstanding principal amount of the DDTL Loans on the Maturity Date.

(b) Manner of Payment . Prior to any repayment or prepayment of any Borrowings of any Class hereunder, the Borrowers shall select the Borrowing or Borrowings of the applicable Class to be paid and shall notify the Administrative Agent by electronic transmission of such selection not later than 11:00 a.m. (i) in the case of an ABR Borrowing, one (1) Business Day before the scheduled date of such payment and (ii) in the case of a Eurodollar Borrowing, three (3) Business Days before the scheduled date of such payment. If the Borrowers fail to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first , to pay any outstanding ABR Borrowings of the applicable Class and, second , to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods

(the Borrowing with the shortest remaining Interest Period to be repaid first). Each repayment of a Borrowing shall be applied ratably to the Loans included in such Borrowing.

(i) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers 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. In the case of a Lender that does not request, pursuant to clause (ii) below, execution and delivery of a Note evidencing the Commitments of and/or Loans made by, as applicable, such Lender to the Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be prima facie evidence of such Indebtedness of the Borrowers absent manifest error; provided , however , that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any repayment obligations of the Borrowers hereunder.

(ii) Each Borrower shall, upon notice by the Administrative Agent of the request to the Administrative Agent by any Lender, execute and deliver to such Lender, as applicable, a promissory note (a “ Note ”) substantially in the form of Exhibit B payable to such Lender in an amount equal to such Lender’s Commitments and/or Loans of any Class evidencing such Commitments and/or Loans of such Lender. Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia , the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be prima facie evidence of the applicable Indebtedness of the Borrowers absent manifest error; provided , however , that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any obligations of the Borrowers. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 10.04(b) .

Section 2.12 Prepayment of Loans .

(a) Optional Prepayments . The Borrowers 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 (other than any amounts payable under Section 2.18 ), subject to the requirements of this Section 2.12(a) . Each partial prepayment of any Borrowing under this Section 2.12(a) shall be in an aggregate amount at least equal to A$1,000,000, C$1,000,000, $1,000,000, €1,000,000 or £1,000,000, as applicable, or an integral multiple of A$100,000, C$100,000, $100,000, €100,000 or £100,000, as applicable, in excess thereof or such other amount equal to the amount of any corresponding prepayment under an Underlying Credit Facility as evidenced by documentation reasonably acceptable to the Administrative Agent. Upon the Borrowers’ prior written request, a prepayment of Borrowings of any Class may be applied to prepay outstanding ABR Borrowings of such Class before any other Borrowings of such Class so long as such application does not affect the right any Lender

would otherwise have to receive pro rata prepayments of the Loans or Class of Loans, as applicable, held by such Lender.

(b) Mandatory Prepayments .

(i) The Borrowers shall prepay the Loans and unreimbursed Letter of Credit Disbursements (and to Cash Collateralize Letters of Credit) then outstanding on each Payment Date, to the extent of cash remaining in the Receipts Account after application of clauses (A) through (D) of Section 3.03(b) of the Depositary Agreement, in an amount equal to the lesser of such cash and the amount of such cash such that, after giving effect to such prepayment on a pro forma basis, the LTV Ratio as determined in accordance with the most recent Monthly Date LTV Certificate is no greater than the Target LTV Ratio.

(ii) The Borrowers shall apply, as and when required pursuant to Sections 3.03(e)(ii) and (iii) of the Depositary Agreement, ratably to the mandatory prepayment of Loans and unreimbursed Letter of Credit Disbursements, together with accrued interest thereon and any amount required by Section 2.18 (if applicable) (and to Cash Collateralize Letters of Credit), an amount equal to the amount on deposit in the Distribution Account in accordance with Sections 3.03(e)(ii) and (iii), as applicable, of the Depositary Agreement.

(iii) The Borrowers shall apply as and when required by Section 3.03(d) of the Depositary Agreement, ratably to the mandatory prepayment of the Revolving Loans and unreimbursed Revolving Letter of Credit Disbursements, the amount required to be applied to the prepayment thereof pursuant to Section 3.03(d) of the Depositary Agreement.

(iv) The Borrowers shall, on the date that is ten (10) Business Days after the Closing Date, prepay the Loans then outstanding in an amount, if any, necessary such that after giving effect to such prepayment on a pro forma basis, the LTV Ratio as determined in accordance with the LTV Certificate delivered on the Closing Date is no greater than the Target LTV Ratio (the “ Post-Closing True-Up ”).

(v) The Borrowers shall apply as and when required by Section 3.03(b)(i)(D) of the Depositary Agreement, ratably to the mandatory prepayment of the Revolving Loans and unreimbursed Revolving Letter of Credit Disbursements, the amount required to be applied to the prepayment thereof pursuant to Section 3.03(b)(i)(D) of the Depositary Agreement.

Each such prepayment of the Loans set forth above (other than Sections 2.12(b) (iii) and (v) ) shall be applied first , to ratable prepayment of the Term Loans and the DDTL Loans (including any unreimbursed DDTL Letter of Credit Disbursements), second , to Cash Collateralize any DDTL Letters of Credit, third , to the ratable (x) prepayment of Revolving Loans (without reduction in the Revolving Commitments) and (y) reimbursement of unreimbursed Revolving Letter of Credit Disbursements, and fourth , to Cash Collateralize any Revolving Letters of Credit. Upon the Borrowers’ prior written request, a prepayment of Borrowings of any Class may be applied to prepay outstanding ABR Borrowings of such Class before any other Borrowings of such Class so long as such application does not affect the right any Lender would otherwise have to receive pro

rata prepayments of the Loans or Class of Loans, as applicable, held by such Lender. Furthermore, but subject to the above pro rata application provisions as among Classes, funds denominated in a Currency and available to be applied to any prepayment of the Loans and other Obligations set forth above first , shall be applied to applicable Loans and other Obligations denominated in such Currency and second , shall be exchanged into any other Currency necessary to make such prepayments (as directed by the Borrowers in writing or, if no such direction is provided by the Borrowers prior to the time of such repayment, as determined by the Administrative Agent) at the rate of exchange determined by the Administrative Agent or Depositary Bank, as applicable, in accordance with its customary practices.

(c) Notices, Etc. The Borrowers shall notify the Administrative Agent by electronic transmission of any prepayment hereunder, not later than 11:00 a.m. with respect to Loans bearing interest at the Adjusted LIBO Rate, three (3) Business Days before the date of prepayment, and with respect to Loans bearing interest at the Alternate Base Rate, one (1) Business Day before the date of prepayment (or, in each case, such later date as may be agreed by the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or alternative financing, in which case such notice may be revoked without penalty, but subject to Section 2.18 , prior to the specified termination date if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.14 and any amount required by Section 2.18 and shall be applied in the manner specified in Section 2.11(b) .

Section 2.13 Fees .

(a) Commitment Fee . Each Borrower, jointly and severally, agrees to pay to the Administrative Agent for account of each Lender having Revolving Commitments or DDTL Commitments a commitment fee, which shall accrue at a rate per annum equal to 0.75% on the average daily undrawn amount of each such Class of Commitments (excluding any Delayed Acquisition Loan Asset Commitment) of such Lender during the period from and including the Closing Date to but excluding the date each such Class of Commitments terminates (or if such Class of Commitments is canceled or expired prior to such date, on the date of such cancellation or expiration). All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to the Commitments of any Class of Revolving Commitments or DDTL Commitments, a Lender’s Commitment of such Class shall be deemed to be used to the extent of the Stated Amount of any Letter of Credit in such Class and, except with respect to DDTL Commitments, such Lender’s outstanding Loans of such Class of Commitments. Accrued commitment fees shall be due and payable on each Quarterly Payment Date. Defaulting Lenders shall not be entitled to any commitment fees in respect of periods during which they are Defaulting Lenders.

(b) Lender and Agent Fees . Each Borrower agrees to pay to the Administrative Agent, for its own account, and to the Collateral Agent, the Depositary Bank and the Coordinating Lead Arranger the fees payable in the amounts and at the times separately agreed upon in the Fee Letter or the Depositary Agreement, as applicable.

(c) Letter of Credit Fees . On each Quarterly Payment Date during any period in which a Letter of Credit is outstanding, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders having Commitments of the applicable Class, letter of credit fees in arrears for the period from the immediately prior Quarterly Payment Date (or the Closing Date, if applicable) to such Quarterly Payment Date in an aggregate amount equal to the product of (x) the Applicable Margin in respect of Eurodollar Loans denominated in the applicable Currency times (y) the daily average Stated Amount available from time to time to be drawn under each such Class of Letter of Credit for such quarter (or portion thereof), including the first day of such period but excluding the last day thereof, times (z) a fraction, the numerator of which is the number of days in such period, including the first day of such period but excluding the last day thereof, and the denominator of which is 360.

(d) Issuing Lender Fees . Each Borrower agrees to pay directly to each Issuing Lender such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with such Issuing Lender’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(e) Payment of Fees . All fees payable hereunder shall be paid on the dates due, in the applicable Currency in which the applicable Facility is denominated ( provided that, all fees payable under clauses (b) and (d) above shall be paid in Dollars), and immediately available funds and, other than in the case of Issuing Lender fees (which shall be payable directly to each applicable Issuing Lender), to the Administrative Agent for distribution, in the case of commitment fees or letter of credit fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances absent manifest error.

Section 2.14 Interest .

(a) ABR Loans . The Loans constituting each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate for the applicable Class plus the Applicable Margin for such Class.

(b) Eurodollar Loans . The Loans constituting each Eurodollar Borrowing shall bear interest for the applicable Interest Period at a rate per annum equal to the Adjusted LIBO Rate for the applicable Class for such Interest Period for such Borrowing plus the Applicable Margin for such Class.

(c) Default Interest . Notwithstanding the foregoing, (i) if any principal of or interest on any Loan or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, or (ii) at the request of the Required Lenders (without giving effect to any requirement that the Required Lenders include at least two unaffiliated Lenders), if any Event of Default has occurred and is continuing, all Loans and other outstanding amounts shall bear interest, after as well as before

judgment, at a rate per annum equal to 2.00% plus the rate that would otherwise be applicable to such amount pursuant to this Agreement or, if no other rate is so specified herein, the rate applicable to ABR Loans denominated in Dollars as provided in paragraph (a) of this Section 2.14 (the “ Default Rate ”).

(d) Payment of Interest . Accrued interest on each Loan of any Class shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.14 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, 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 a Eurodollar 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.

(e) Computation . All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to (i) the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate or the Canadian Prime Rate under clause (a) of the definition thereof or (ii) the Adjusted LIBO Rate with respect to Term AUD Loans, in each case shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The computation of interest shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(f) Interest Act (Canada) . For purposes of the Interest Act (Canada), where a rate of interest is to be calculated on the basis of a year of 360, 365, or 366 days, the yearly rate of interest to which the rate is equivalent is that rate multiplied by the number of days in the calendar year for which the calculation is made and divided by 360, 365, or 366, as applicable.

(g) Code of Banking Practice . The parties agree that the Code of Banking Practice (Australia) does not apply to the Financing Documents and the transactions under them.

Section 2.15 Inability to Determine Interest Rate .

(a) If, on or before the first day of any Interest Period for any Eurodollar Loan in connection with any request for a Eurodollar Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines in good faith that (x) deposits in the applicable Currency are not being offered to banks in the relevant interbank market for the applicable amount and Interest Period of such Eurodollar Loan, or (y) adequate and reasonable means do not exist for determining the Adjusted LIBO Rate for any requested Interest Period with respect to such proposed Eurodollar Loan, or (ii) the Administrative Agent or the Required Lenders (without giving effect to any requirement that the Required Lenders include at least two unaffiliated Lenders) determine that for any reason the Adjusted LIBO Rate for any requested Interest Period with respect to such proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, to the extent of the affected Eurodollar Loans or Interest Period, (A) with respect to any such Eurodollar Loans denominated in Dollars or CAD, any such Eurodollar Loans requested to be made or continued on the first day of such Interest Period shall be made or continued, as applicable, as ABR Loans, (B) with respect to any such

Eurodollar Loans denominated in Dollars or CAD, any such outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans, (C) with respect to any such Eurodollar Loans denominated in Dollars or CAD, the Alternate Base Rate shall be determined without reference to the Adjusted LIBO Rate component thereof, and (D) such Eurodollar Loans shall no longer be made or continued as such, nor shall the Borrowers have the right to convert Loans to such Eurodollar Loans, in each case, until the Administrative Agent revokes such notice (which the Administrative Agent shall do promptly after the conditions that give rise to such notice no longer exist or, in the case of any notice provided at the direction of the Required Lenders, promptly after receiving direction with respect thereto from the Required Lenders (without giving effect to any requirement that the Required Lenders include at least two unaffiliated Lenders)). Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, (I) with respect to any such Eurodollar Loans denominated in Dollars or CAD, the Borrowers will be deemed to have converted such request into a request for a Borrowing of an ABR Loans in the amount specified therein and (II) with respect to any such Eurodollar Loans denominated in AUD, Euros or Sterling, the Borrowers will be deemed to have revoked such pending request.

(b) Notwithstanding anything to the contrary in Section 2.15(a) , if at any time the Administrative Agent determines in good faith that (i) the circumstances set forth in clause Section 2.15(a) have arisen or (ii) the circumstances set forth in Section 2.15(a) have not arisen but either (w) the supervisor for any administrator of the Adjusted LIBO Rate has made a public statement that such administrator of the Adjusted LIBO Rate is insolvent (and there is no successor administrator that will continue publication of the Adjusted LIBO Rate), (x) any administrator of the Adjusted LIBO Rate has made a public statement identifying a specific date after which the Adjusted LIBO Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Adjusted LIBO Rate), (y) the supervisor for any administrator of the Adjusted LIBO Rate has made a public statement identifying a specific date after which the Adjusted LIBO Rate will permanently or indefinitely cease to be published or (z) the supervisor for any administrator of the Adjusted LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Adjusted LIBO Rate may no longer be used for determining interest rates for loans, then the Administrative Agent, in consultation with the Borrowers, may establish an alternate rate of interest to the Adjusted LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for similar syndicated loans denominated in the applicable currency in the United States at such time, and may 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 (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Any such amendment pursuant to this Section 2.15(b) shall be effected without the payment of any fee by the Borrowers and shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders (without giving effect to any requirement that the Required Lenders include at least two unaffiliated Lenders) stating that such Required Lenders object to such amendment. Until an

alternate rate of interest shall be determined in accordance with this Section 2.15(b) (but, in the case of the circumstances described in Section 2.15(b)(ii) , only to the extent the Adjusted LIBO Rate for such Interest Period is not available or published at such time on a current basis), (w) any request for the conversion of any ABR Loan to, or continuation of any Eurodollar Loan as, a Eurodollar Loan shall be ineffective, (x) with respect to any such Loans denominated in Dollars or CAD, any request for a Eurodollar Loan shall be made as an ABR Loan, (y) the Alternate Base Rate shall be determined without reference to the Adjusted LIBO Rate component thereof and (z) with respect to any such Loans denominated in AUD, Euros or Sterling, the rate of interest applicable thereto, in lieu of the Adjusted LIBO Rate, shall be such rate as the Administrative Agent, in consultation with the Borrowers, reasonably considers to be effectively equivalent to the Adjusted LIBO Rate applicable thereto.

(c) If the Administrative Agent determines that for any reason a market for bankers’ acceptances does not exist at any time or the Administrative Agent cannot for other reasons, after reasonable efforts, readily perform its other obligations under this Agreement with respect to determining the BA Rate, the Administrative Agent will promptly so notify the Borrowers. Thereafter, the Borrowers’ right to request a Loan denominated in CAD that bears interest at a BA Rate shall be and remain suspended until the Administrative Agent reasonably determines and promptly notifies the Borrowers that the condition causing such determination no longer exists.

(d) Notwithstanding any other provision of this Section 2.15 , neither the Administrative Agent nor any Lender shall invoke this Section 2.15 if it shall not at the time be the general policy or practice of the Administrative Agent or such Lender to invoke comparable provisions of similar agreements with similarly situated customers; provided that nothing in this paragraph (d) shall require the Administrative Agent or any Lender to disclose any confidential information related to similarly situated customers, comparable provisions of similar agreements or otherwise.

Section 2.16 Illegality . If, after the date of this Agreement, any Change in Law shall make it unlawful or impossible for any Lender to make or maintain any Loan, such Lender shall immediately notify Administrative Agent and the Borrowers of such Change in Law. Upon receipt of such notice (i) the obligation of such Lender to make or continue Eurodollar Loans shall be suspended for so long as such condition shall exist, and (ii) at the request of such Lender, such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be prepaid or, if applicable, converted automatically to ABR Loans (with respect to which the Alternate Base Rate shall be determined without reference to the Adjusted LIBO Rate component thereof if necessary to avoid such illegality) on the respective last days of the then-current Interest Periods with respect thereto so long as such Lender may lawfully continue to maintain such Eurodollar Loans to such days or, immediately if such Lender may not lawfully continue to maintain such Eurodollar Loans. Any or conversion of Loans made pursuant to the preceding sentence prior to the last day of an Interest Period for such Loans shall be deemed a prepayment thereof for purposes of Section 2.18 only. If a Lender determines that any Change in Law makes it unlawful or impossible for the Lender to make, fund or maintain a Loan denominated in CAD or to perform its obligations under or by virtue of this Agreement, the Lender may, by written notice thereof to the Borrowers (through the Administrative Agent), terminate its obligations to make further Loans denominated in CAD under this Agreement, and the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent) repay forthwith (or at the end of such longer period as the Lender in its

discretion has agreed) the principal amount of such Loans denominated in CAD together with accrued interest, without penalty or bonus and such additional compensation as may be applicable to the date of payment and all other outstanding Obligations to such Lender. If any change shall only affect a portion of the Lender’s obligations under this Agreement which is, in the opinion of the Lender acting reasonably, severable from the remainder of this Agreement so that the remainder of this Agreement may be continued in full force and effect without otherwise affecting any of the obligations of the Lender or the Borrowers under this Agreement, the Lender shall only declare its obligations under that portion so terminated. Notwithstanding anything to the contrary in this Section 2.16 , no Lender shall deliver any notice of illegality or impossibility unless at such time it is the general policy or practice of such Lender to deliver such notices to similarly situated customers under comparable provisions of similar agreements; provided that nothing in this sentence shall require any Lender to disclose any confidential information related to similarly situated customers, comparable provisions of similar agreements or otherwise.

Section 2.17 Increased Costs .

(a) If any Change in Law shall:

(ii) 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) Other Connection Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, after submission by such Lender or other Recipient of the certificate contemplated by clause (c) of this Section 2.17 , the Borrowers will pay to such Lender or other Indemnitee, as the case may be, within ten (10) days after submission of such certificate, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such

Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time after submission by such Lender of the certificate contemplated by clause (c) of this Section 2.17 , the Borrowers will pay to such Lender within ten (10) days after submission of such certificate, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement . Any Recipient requesting compensation under Section 2.17(a) or (b) shall deliver a certificate to the Borrowers (i) setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, and (ii) setting forth, in reasonable detail (consistent with the detail provided by such Recipient to similarly situated customers under comparable provisions of similar agreements), the manner in which such amounts were determined, which certificate shall be conclusive absent manifest error.

(d) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) No Disparate Treatment . Notwithstanding any other provision of this Section 2.17 , no Recipient shall demand compensation for any increased cost or reduction pursuant to this Section 2.17 if it shall not at the time be the general policy or practice of such Recipient to demand such compensation from similarly situated customers under comparable provisions of similar agreements; provided that nothing in this paragraph (e) shall require any Recipient to disclose any confidential information related to similarly situated customers, comparable provisions of similar agreements or otherwise.

Section 2.18 Break Funding Payments . If any Borrower shall (a) repay or prepay any Loans on any day other than the last day of an Interest Period for such Loans (whether an optional prepayment or a mandatory prepayment), (b) fail to borrow any Loans in accordance with a Borrowing Request delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise and whether or not such Borrowing Request has been revoked), (c) fail to terminate or reduce any Commitments in accordance with a notice of such termination or reduction delivered to Administrative Agent (whether or not such notice of termination or reduction has been revoked); or (d) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent (whether or not such notice of prepayment has been revoked); then the Borrowers shall, within five Business Days after submission by any Lender of the certificate contemplated below, reimburse such Lender for all costs and losses incurred by such Lender as a result of such repayment, prepayment or failure which shall include, to the extent such Lender funds its Loans by matching deposits and provides reasonable evidence of the same, the amount equal to the excess, if any, of (x) the portion of the

applicable interest attributable to the Adjusted LIBO Rate which would have applied to the principal amount so repaid, prepaid or not borrowed for the period from the date of such repayment or prepayment or failure to borrow to the last day of the then current Interest Period for such Loan over (y) the amount of interest that the relevant Lender would be able to obtain by placing an amount equal to the principal amount so repaid, prepaid or not borrowed, as the case may be, with a leading bank in the London interbank market or Canadian bankers’ acceptances for a period commencing from the date of such repayment, prepayment or failure to borrow, as applicable, through the end of such Interest Period (“ Liquidation Costs ”) but shall not otherwise include any compensation for lost profits. Each Borrower understands that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund Loans. Each Lender demanding payment under this Section 2.18 shall deliver to Administrative Agent a certificate setting forth and reasonably accounting for the amount of costs and losses for which demand is made, and Administrative Agent shall promptly provide such certificate to the Borrowers. Notwithstanding the foregoing, unless an Event of Default shall have occurred and be continuing, and except with regard to (i) any optional prepayments hereunder, (ii) the events described in clauses (b), (c) and (d) above or (iii) mandatory prepayments required by Section 2.12(b) , if any mandatory prepayment is triggered within thirty (30) days prior to the expiration of an Interest Period, each Lender shall use reasonable efforts to minimize any Liquidation Costs by, among other things, not applying mandatory prepayments until the last day of the Interest Period; provided , however , that the amount of such mandatory prepayment shall be segregated in the applicable Collateral Account and Loans corresponding to such mandatory prepayments shall be deemed to be outstanding until such mandatory prepayments are applied to such Loans.

Section 2.19 Net of Taxes, etc.

(a) Payments Free of Taxes . For purposes of this Section 2.19 , the term Applicable Law includes FATCA and the term “Lender” includes any Issuing Lender. Any and all payments by or on account of any obligation of any Loan Party under any Financing Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law (as determined in the good faith discretion of the applicable Withholding Agent). If any Applicable Law 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 2.19 ) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes . The Borrowers shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Indemnification by the Borrowers . The Loan Parties shall indemnify each Recipient, within ten (10) days after submission by such Recipient of the certificate described

below with respect thereto, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.19 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable out-of-pocket 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. In connection with any request for indemnification under this Section 2.19(c) , the applicable Recipient shall deliver certificate setting forth, in reasonable detail, the basis and calculation of the amount of the applicable payment or liability to the Borrowers (with a copy to the Administrative Agent, if such Recipient is a Lender), which certificate shall be conclusive absent manifest error.

(d) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Financing Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Financing Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e) Evidence of Payments . As soon as practicable after any payment of Taxes by any Borrower to a Governmental Authority pursuant to this Section 2.19 , such Borrower 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.

(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 2.19 (including by the payment of additional amounts pursuant to this Section 2.19 ) it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of such Recipient incurred in obtaining such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such Recipient, shall repay to such Recipient the amount paid over to pursuant to this paragraph (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 paragraph (f), in no event will any Recipient be required to pay any amount to an indemnifying party pursuant to this paragraph (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 paragraph 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 the indemnifying party or any other Person.

(g) Survival of Obligations . Each party’s obligations under this Section 2.19 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 Financing Document.

(h) 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 Financing Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by any Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by any 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 any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by any Borrower or the Administrative Agent as will enable the Borrowers 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 2.19(h)(ii)(A) , (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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

(A) any Lender that is a U.S. Person shall deliver to the Borrowers 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 any Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

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 Financing Document, executed copies of IRS Form W-8BEN/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 Financing Document, IRS Form W-8BEN/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) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-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 any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any of the Borrowers described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BEN/W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN/W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers 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 any Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Financing 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 Borrowers and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by any 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 any Borrower or the Administrative Agent as may be necessary for the Borrowers 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 form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(i) Status of Administrative Agent . The Administrative Agent shall deliver to the Borrowers on or prior to the Closing Date (or, in the case of any successor Administrative Agent, on or prior to the date on which such successor Administrative Agent becomes the Administrative Agent under this Agreement) (and, to the extent it remains legally entitled to do so, from time to time thereafter upon the reasonable request of any Borrower) executed copies of IRS Form W-9 certifying that such Administrative Agent is exempt from U.S. federal backup withholding tax or (x) executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account and (y) executed copies of IRS Form W-8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch,” that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrowers to be treated as a U.S. person with respect to such payments (and the Borrowers and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).

Section 2.20 Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

(a) Payments by the Borrowers . Except for any fees that the Lenders have agreed may be subject to netting on the Closing Date, the Borrowers shall make each payment required to be made by it hereunder (whether of principal, interest, or fees, or under Section 2.17 , Section 2.18 or Section 2.19 , or otherwise) in immediately available funds, without set-off or counterclaim and prior to 2:00 p.m. on the date when due. 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 by wire transfer to the following accounts, as applicable:

(i) for any payments made in AUD:


	Payment via Fed Wire to	Westpac Banking Corporation, Sydney, Australia
	SWIFT ID.	WPACAU2S
	A/C #	BOT0028971
	BSB	032938
	Attention	John Casey, Director, Financial Institutions, Global Transactional Banking


	Reference	MUFG Bank, LTD NY Branch, SPT Infrastructure Finance Sub-1, LLC, SPT Infrastructure Finance Sub-2, Ltd. and SPT Infrastructure Finance Sub-3, LLC

(ii) for any payments made in CAD:


	Payment via Fed Wire to	Royal Bank of Canada, Toronto, Ontario, Canada
	SWIFT ID.	ROYCCAT2
	A/C #	111-191-3
	Transit	09591
	Attention	Brian Macdonald - Account Manager, Client Support
	Reference	MUFG Bank, LTD NY Branch, SPT Infrastructure Finance Sub-1, LLC, SPT Infrastructure Finance Sub-2, Ltd. and SPT Infrastructure Finance Sub-3, LLC

(iii) for any payments made in Dollars:

	Payment via Fed Wire to	MUFG BANK, LTD.
	ABA No.	0260-0963-2
	A/C #	97770191
	Attention	Loan Operations Dept.
	Reference	SPT Infrastructure Finance Sub-1, LLC, SPT Infrastructure Finance Sub-2, Ltd. and SPT Infrastructure Finance Sub-3, LLC

(iv) for any payments made in Euros:

	Payment via Fed Wire to	MUFG Bank, LTD, London Branch
	SWIFT ID.	BOTKGB2L
	A/C #	GB82 BOTK 6001 0900 0011 07
	Attention	Mr. Paul Blosse, Operations Control (or Jerome Eyles)
	Reference	MUFG Bank, LTD NY Branch, SPT Infrastructure Finance Sub-1, LLC, SPT Infrastructure Finance Sub-2, Ltd. and SPT Infrastructure Finance Sub-3, LLC

(v) for any payments made in Sterling:


	Payment via Fed Wire to	MUFG Bank, LTD., London Branch, United Kingdom
	SWIFT ID.	BOTKGB2L
	A/C #	GB82 BOTK 6001 0900 0011 07
	Attention	Mr. Paul Blosse, Operations Control
	Reference	MUFG Bank, LTD NY Branch, SPT Infrastructure Finance Sub-1, LLC, SPT Infrastructure Finance Sub-2, Ltd. and SPT Infrastructure Finance Sub-3, LLC

in each case, except as otherwise expressly provided in the relevant Financing Document and except payments to be made directly to any Issuing Lender as expressly provided herein and payments pursuant to Section 2.17 , Section 2.18 , Section 2.19 and Section 10.03 , which shall be made directly to the Persons entitled thereto, in each case subject to the terms of the Depositary Agreement. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All amounts owing under this Agreement or under any other Financing Document with respect to a particular Facility (including principal, interest, fees and similar amounts) shall be payable in the Currency in which such Facility is denominated and all other amounts owing under this Agreement or under any other Financing Document shall be payable in Dollars.

(b) Application of Insufficient Payments . If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed Letter of Credit Disbursements, interest and fees then due hereunder, such funds shall be applied, in each case pro rata among the relevant Lenders according to the amounts of their respective Commitments, (i) first, to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties and (ii) second, to pay principal and unreimbursed Letter of Credit Disbursements, then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed Letter of Credit Disbursements, then due to such parties.

(c) Pro Rata Treatment . Except to the extent otherwise provided herein: (i) each Borrowing of a particular Class shall be made from the relevant Lenders, each payment of a commitment fee under Section 2.13(a) in respect of Commitments of a particular Class shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.10 shall be applied to the respective Commitments of such Class of the relevant Lenders, pro rata among the relevant Lenders according to the amounts of their respective Commitments of such Class; (ii) each Borrowing of any Class shall be allocated pro rata among the relevant Lenders according to the amounts of their

respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Loans by the Borrowers shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (iv) each payment of interest on Loans by the Borrowers shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.

(d) Sharing of Payments by Lenders . If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or with respect to any other Obligations resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans or other Obligations and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders pro rata in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; 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 Borrowers 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 to any assignee or participant, other than to the Borrowers or any Affiliate thereof (as to which the provisions of this paragraph shall apply). Each 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 Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrowers in the amount of such participation.

(e) Presumptions of Payment . Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for account of the Lenders or any Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such Issuing Lender, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or each applicable Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(f) Certain Deductions by the Administrative Agent . If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.08(b) , Section 2.20(e) or Section 10.03(c) , then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for

account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.21 Mitigation Obligations; Replacement of Lenders .

(a) Designation of a Different Lending Office . If any Recipient requests compensation under Section 2.17 , or requires the Borrowers to pay any Indemnified Taxes or additional amounts to such Recipient or any Governmental Authority for the account of such Recipient pursuant to Section 2.19 or give a notice of illegality pursuant to Section 2.16 , then such Recipient shall (at the request of any Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Recipient, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.17 or Section 2.19 , as the case may be, in the future or mitigate the impact of Section 2.16 , and (ii) would not subject such Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Recipient. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Recipient in connection with any such designation or assignment.

(b) Replacement of Lenders .

(i) If any Lender requests compensation under Section 2.17 , or if any 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 2.19 or gives a notice of illegality pursuant to Section 2.16 , in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.21(a) , or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then any Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) subject to Section 2.10(b) , terminate the applicable Commitments of such Lender and repay and satisfy all Obligations owing to such Lender or (y) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04 ), and such Lender shall be obligated to so assign and delegate, all of its interests, rights (other than its existing rights to payments pursuant to Section 2.17 or Section 2.19 ) and obligations under this Agreement and the related Financing Documents to an assignee that shall assume such obligations in accordance with the requirements of Section 10.04 (which assignee may be another Lender, if a Lender accepts such assignment); provided that, in the case of any such assignment:

(A) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.04(b) ;

(B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in any Letter of Credit Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Financing Documents (including any amounts under Section 2.18 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(C) in the case of any such assignment resulting from a claim for compensation under Section 2.17 or payments required to be made pursuant to Section 2.19 such assignment will result in a reduction in such compensation or payments thereafter;

(D) such assignment does not conflict with Applicable Law;

(E) in the case of any assignment resulting from a Lender becoming a Non‑Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and

(F) a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Section 2.22 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) Waivers and Amendments . The Defaulting Lender’s Loans and unused Commitments shall not be included in determining whether the Required Lenders have taken or may take any action hereunder ( provided that any consent or amendment described in Sections 10.02(b)(i) , (ii) , (iii) , (iv) , (v) or (vii) shall require the consent of any Defaulting Lender).

(b) Defaulting Lenders Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of a Defaulting Lender shall be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first , to the payment of any amounts owing by such Defaulting Lender to the Agents under the Financing Documents; (ii) second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the applicable Issuing Lender; (iii) third , to Cash Collateralize each Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender; (iv) fourth , as any Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; (v) fifth , if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize each Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement; (vi) sixth , to the payment of any amounts owing to the Lenders or the applicable Issuing Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or an applicable Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; (vii) seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and (viii) eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction ( provided that,

with respect to this clause (viii), if such payment is a prepayment of the principal amount of any Loans in respect of which a Defaulting Lender has funded its participation obligations, such payment shall be applied solely to prepay the Loans of, and Reimbursement Obligations owed to, all Non‑Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, Reimbursement Obligations owed to such Defaulting Lender).

(i) No Defaulting Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fees that otherwise would have been required to have been paid to that Defaulting Lender).

(ii) Each Defaulting Lender shall be entitled to receive fees pursuant to Section 2.13(c) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.21(b) .

(iii) With respect to any fees pursuant to Section 2.13(c) not required to be paid to any Defaulting Lender pursuant to clause (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Exposure that has been reallocated to such Non-Defaulting Lender pursuant to clause (d) below, (y) pay to each Issuing Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(d) Reallocation of Participations to Reduce Fronting Exposure . All or any part of such Defaulting Lender’s participation in any Class of Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitments with respect to such Class (calculated without regard to such Defaulting Lender’s Commitment of such Class) but only to the extent that such reallocation does not cause the aggregate Letter of Credit Exposure of such Class of any Non‑Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment of such Class. Subject to Section 10.18 , no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(e) Cash Collateral. If the reallocation described in clause (d) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize each Issuing Lender’s Fronting Exposure of such Class of Letters of Credit.

(f) Defaulting Lender Cure . If the Borrowers and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any

conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in the Class of Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(g) New Letters of Credit . So long as any Lender is a Defaulting Lender, no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is reasonably satisfied that it will have no Fronting Exposure after giving effect thereto.

Section 2.23 Co-Borrowers .

(a) Joint and Several Liability . All Obligations of the Borrowers under this Agreement and the other Financing Documents shall be joint and several Obligations of each Borrower. Anything contained in this Agreement and the other Financing Documents to the contrary notwithstanding, the Obligations of each Borrower hereunder, solely to the extent that such Borrower did not receive proceeds of Loans from any borrowing hereunder, shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of the Bankruptcy Code, 11 U.S.C. §548, or any applicable provisions of comparable state law (collectively, the “ Fraudulent Transfer Laws ”), in each case after giving effect to all other liabilities of such Borrower, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Borrower in respect of intercompany Indebtedness to any other Loan Party or Affiliates of any other Loan Party to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Loan Party hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Borrower pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Borrower and other Affiliates of any Loan Party of Obligations arising under guarantees by such parties.

(b) Subrogation . Until the Obligations shall have been paid in full in cash, each Borrower shall withhold exercise of any right of subrogation, contribution or any other right to enforce any remedy which it now has or may hereafter have against any other Borrower or any other guarantor of the Obligations. Each Borrower further agrees that, to the extent the waiver of its rights of subrogation, contribution and remedies as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights such Borrower may have against the other Borrower, any collateral or security or any such other guarantor, shall be junior and subordinate to any rights the Collateral Agent may have against any other Borrower, any such collateral or security, and any such other guarantor. The Borrowers under this Agreement and the other Financing Documents together desire to allocate among themselves, in a fair and equitable manner, their Obligations arising under this Agreement and the other Financing

Documents. Accordingly, in the event any payment or distribution is made on any date by any Borrower under this Agreement and the other Financing Documents (a “ Funding Borrower ”) that exceeds its Obligation Fair Share as of such date, that Funding Borrower shall be entitled to a contribution from the other Borrowers in the amount of such other Borrower’s Obligation Fair Share Shortfall as of such date, with the result that all such contributions will cause each Borrower’s Obligation Aggregate Payments to equal its Obligation Fair Share as of such date. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Borrower. The allocation among Borrowers of their Obligations as set forth in this Section 2.23 shall not be construed in any way to limit the liability of any Borrower hereunder or under any Financing Document.

(c) Representative of Borrowers . Each Borrower hereby appoints each other Borrower as its agent, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and (iv) all other purposes incidental to any of the foregoing. Each Borrower agrees that any action taken by any other Borrower shall be binding upon such Borrower to the same extent as if directly taken by such Borrower.

(d) Allocation of Loans . All Loans shall be made to the applicable Borrower that is shown in the applicable Borrowing Request. Pledgor may cause to be delivered to the Administrative Agent on an annual basis, a statement certified in writing by each Borrower setting forth, as of the date of such statement, the portion owed by each Borrower of the aggregate amount outstanding pursuant to the Loans and the other Obligations under the Financing Documents, which statement shall be in accordance with the books and records kept by each Borrower (a “ Borrower Allocation Statement ”). The Loan Parties and the Administrative Agent will use commercially reasonable efforts to cooperate to resolve any discrepancies between the allocation of Loans and other Obligations as among the Borrowers set forth on any such Borrower Allocation Statement and the allocation of such amounts as among the Borrowers set forth on the Register; provided that, notwithstanding the foregoing, unless and until any such discrepancy has been so resolved, as between any such Borrower Allocation Statement and the Register, the notations made by the Administrative Agent in the Register shall control.

(e) Obligations Absolute . Solely in its capacity as a co-borrower and/or guarantor of the Obligations of the other Borrowers, each Borrower hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Borrower, to (i) proceed against any other Borrower, any guarantor (including the Pledgor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from any other Borrower, any guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Secured Party in favor of any other Borrower or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any other Borrower or any guarantor (including the Pledgor) including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Borrower or any guarantor (including the

Pledgor) from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Borrower’s obligations hereunder (other than the payment and performance in full of the applicable Obligations (other than contingent indemnification obligations with respect to which no claims have been made and remain outstanding), (ii) the benefit of any statute of limitations affecting such Borrower’s liability hereunder or the enforcement hereof, (iii) any rights to set‑offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or under the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrowers and notices of any of the matters referred to in Section 9.02 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

Section 2.24 Measurement Date Calculations .

(a) LTV Certificates . On each Measurement Date, the Borrowers shall calculate the LTV Ratio and deliver to the Administrative Agent a LTV Certificate. With respect to the LTV Certificate delivered on the Closing Date, such calculation shall be based on the Total Exposure, the Eligible Amount and the Additional Required Equity Amount immediately after giving effect to the Transactions and the Loan Asset Schedule set forth on Appendix A . With respect to the LTV Certificates delivered on any Reporting Date (each, a “ Monthly Date LTV Certificate ”), such calculation shall be based on the Total Exposure, the Eligible Amount and the Additional Required Equity Amount as of the immediately preceding Monthly Date. With respect to the LTV Certificate delivered on each other Measurement Date, such calculation shall be based on the LTV Ratio as set forth in the most recent Monthly Date LTV Certificate, provided that if the Specified Transactions Amount for the period from the most recent Monthly Date through (and giving effect to any Specified Transactions on) such Measurement Date exceeds 5% of the difference between the Eligible Amount and the Additional Required Equity Amount in each case as of such Monthly Date, then such calculation shall give effect to each Specified Transaction and the application of the proceeds thereof, in each case during the period from the most recent Monthly Date through (and giving effect to any Specified Transactions on) such Measurement Date, on a pro forma basis as if each such Specified Transaction occurred on such Monthly Date. Each Monthly Date LTV Certificate shall also (i) identify any Loan Asset that has ceased to qualify as an Eligible Loan Asset since the date of the last LTV Certificate delivered to the Administrative Agent, (ii) set forth the aggregate principal amount of Obligations (in Dollars), if any, required to pre-paid by the Borrowers in order to achieve the Target LTV Ratio and (iii) attach an updated Loan Asset Schedule. Each LTV Certificate shall also include a certification by the Borrowers that all information contained in such LTV Certificate is true and complete in all material respects.

(b) ISCR Calculations . On the Reporting Date immediately following each ISCR Determination Date, the Borrowers shall deliver to the Administrative Agent an ISCR Certificate for the ISCR Calculation Period ended on such ISCR Determination Date.

(c) Review of Calculations . Upon receipt of each fully executed and completed Monthly Date LTV Certificate and ISCR Certificate, the Administrative Agent may, not later than three (3) Business Days after receipt thereof, review and provide written notice to the Borrowers of either (i) its approval of the Monthly Date LTV Certificate or ISCR Certificate, as applicable, or (ii) its disapproval of any portion of any information, calculation or determination set forth in the Monthly Date LTV Certificate or ISCR Certificate, as applicable, together in each case with a description in reasonable detail of the reasons therefor. After consultation with the Administrative Agent, to the extent necessary, the Borrowers shall revise and resubmit the applicable Monthly Date LTV Certificate or ISCR Certificate in a manner satisfactory to the Administrative Agent.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

As of the Closing Date and each Borrowing (other than any Borrowing consisting of a conversion or continuation of any Loans) and Issuance of a Letter of Credit, each Borrower makes the representations and warranties contained in this Article III to each Agent, the Issuing Lenders and the Lenders.

Section 3.01 Due Organization, Etc.

(a) Each of Borrower 1 and Borrower 3 is a limited liability company that is (i) duly organized and validly existing and (ii) in good standing under the laws of Delaware.

(b) Borrower 2 is an exempted company with limited liability that is (i) duly incorporated and validly existing and (ii) in good standing under the laws of the Cayman Islands.

(c) Each Borrower has all requisite limited liability company or company power and authority to enter into and consummate the Transactions, to own or lease its Property and to carry on its business to which it is a party and such Borrower is duly qualified to do business and is in good standing in each jurisdiction where necessary in light of its entry into and consummation of the Transactions and its business, except where failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Section 3.02 Limited Liability Company Power, Etc. Each Borrower has full limited liability company or company power and authority to enter into, deliver and perform its obligations under each of the Transaction Documents to which it is a party, and has taken all necessary limited liability company or company action to authorize the execution, delivery and performance by it of each of the Transaction Documents to which it is a party. Each Transaction Document to which such Borrower is party has been duly executed and delivered by such Borrower and is in full force and effect and constitutes a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its respective terms, except as enforcement may be limited (i) by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (ii) by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.03 No Conflict . The execution, delivery and performance by each Borrower of each of the Transaction Documents to which it is a party do not and will not (a) violate its Organizational Documents, (b) violate or result in a breach of, or constitute a default under, any indenture, loan agreement, mortgage, or other instrument or agreement to which such Borrower is a party or by which it is bound or to which such Borrower’s Property or assets are subject, except to the extent that any such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect, (c) conflict with or result in a violation of, any Applicable Law, in any material respect, or (d) result in the creation or imposition of any Lien (other than a Permitted Encumbrance) upon any of such Borrower’s material Property or assets, now owned or hereafter acquired.

Section 3.04 Title . At all times on and after the Closing Date, each Borrower owns the applicable Loan Assets and its other Properties, in each case free and clear of all Liens other than any Permitted Encumbrances.

Section 3.05 All Consents Required. No material consent, license, approval or authorization of, or registration or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by each Borrower of this Agreement or any Transaction Document to which it is a party or the grant of a security interest in any Loan Assets, other than (i) the UCC-1 financing statements to be filed on the Closing Date as contemplated pursuant to Section 2.09 of the Security Agreement and Section 4(g) of the Pledge Agreement and (ii) such as have been met or obtained and are in full force and effect.

Section 3.06 No Default . No Default or Event of Default has occurred or is continuing.

Section 3.07 Litigation, Etc. There are no actions, suits, proceedings, investigations or similar actions pending or, to the knowledge of each Borrower, threatened in writing (a) against any Loan Party, or (b) relating to any of the Eligible Loan Assets, which, in any case, has had or could reasonably be expected to have a Material Adverse Effect.

Section 3.08 Compliance with Laws . Each Borrower is in compliance with all material Applicable Laws applicable to it or its Property in all material respects.

Section 3.09 Purchase Documents and Underlying Credit Documents .

(a) True and complete copies of the Servicing Agreement, all Purchase Documents and, to the extent required to be delivered as of such date pursuant to Section 5.09(b) or 5.17 , the Required Underlying Credit Documents, in each case, in effect as of the date this representation is made, have been provided by the Borrowers to the Administrative Agent. As of the date delivered or made available, to the knowledge of the Borrowers, the Loan Asset Checklist for each Loan Asset is a true and complete list of all Material Underlying Credit Documents for such Loan Asset as of such date of delivery.

(b) There are no material contracts required for the holding, administration and servicing of the Loan Assets other than Underlying Credit Documents and the Servicing Agreement.

Section 3.10 Material Adverse Effect . Since the Closing Date, no Material Adverse Effect has occurred and is continuing.

Section 3.11 Regulations T, U and X . No Borrower is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying any “margin stock” (as defined in Regulation U of the Board (12 C.F.R. 221)) or extending credit to others for such purpose and no part of the proceeds of the Loans will be used, whether immediate, incidental or ultimate, for the purpose of (i) buying or carrying any margin stock within the meaning of Regulation U of the Board (12 C.F.R. 221) or extending credit to others for such purpose, or (ii) buying or carrying or trading in any security under such circumstances as to involve any Borrower in a violation of Regulation X of the Board (12 C.F.R. 224) or to involve any broker or dealer in a violation of Regulation T of the Board (12 C.F.R. 220).

Section 3.12 Information .

(a) All written information other than projections (including the Base Case Projections) and other forward-looking information or information of a general economic nature that has been furnished to any Secured Party by or on behalf of any Borrower in connection with the Financing Documents and the Transactions (including the Loan Assets and the Loan Assets Schedule), as updated and supplemented as of each date on which this representation is made and taken as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not materially misleading in light of the circumstances under which furnished.

(b) The Base Case Projections were prepared in good faith based upon assumptions believed by the Borrowers to be reasonable at the time furnished to the Coordinating Lead Arranger, it being understood that such Base Case Projections are not to be viewed as facts and are subject to uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance can be given that the Base Case Projections will be realized, that actual results may differ and such differences may be material.

(c) As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Section 3.13 Investment Company . Assuming the accuracy of the representations of the Lenders and the Participants in, or as contemplated by, this Agreement and the compliance by the Lenders and the Participants with the restrictions on transfer in, or as contemplated by this Agreement, no Borrower is required to be registered as an “investment company” within the meaning of the Investment Company Act. Assuming the accuracy of the representations of the Lenders and the Participants in, or as contemplated by, this Agreement and the compliance by the Lenders and the Participants with the restrictions on transfer in, or as contemplated by this Agreement, the outstanding securities of each of Borrower 1 and Borrower 3 are owned exclusively by persons who are (a) “qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act (“ Qualified Purchasers ”) and (b) “accredited investors” as defined in Section 2(a)(15) of the Securities Act of 1933, as amended (the “ Securities Act ”) (“ Accredited Investor ”). Assuming the accuracy of the representations of the Lenders and the Participants in,

or as contemplated by, this Agreement and the compliance by the Lenders and the Participants with the restrictions on transfer in, or as contemplated by this Agreement, the outstanding securities of Borrower 2 are owned exclusively by persons who are either: (a)(i) Qualified Purchasers and (ii) Accredited Investors, or (b) are not “U.S. persons” (as such term is defined in Regulation S under the Securities Act) and acquired such shares in an offshore transaction pursuant to Regulation S. No Borrower is making or proposes to make a public offering of its securities.

Section 3.14 Foreign Assets Control Regulations, Anti-Bribery and Anti-Corruption Laws .

(a) The use of the proceeds of the Loans and Letters of Credit by any Borrower will not violate the Trading with the Enemy Act, or any of the foreign assets control regulations of the United States Treasury Department (Title 31, Subtitle B, Chapter V of the U.S. Code of Federal Regulations, as amended), any Sanctions or any applicable Anti-Bribery and Anti-Corruption Law.

(b) None of the Loan Parties nor any director, officer or employee of the Loan Parties (i) is a Sanctioned Person, (ii) has engaged in dealings or transactions or is engaging in dealings or transactions with any Sanctioned Persons or in any Sanctioned Countries, (iii) is in violation of Sanctions or the Anti-Terrorism Laws in any respect, or (iv) is in violation of any applicable Anti-Bribery and Anti-Corruption Law in any respect.

Section 3.15 Security Documents . The Security Documents are effective to create, in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable Lien on and security interest in all of the Collateral purported to be covered thereby to secure the Secured Obligations, and all necessary recordings and filings have been made (or arrangements satisfactory to the Administrative Agent to make any necessary recordings or filings on or immediately following the Closing Date have been made) in all necessary public offices, and, after giving effect to the actions set forth on Schedule 5.17 , all other necessary action has been or will have been taken, so that the security interest created by each such Security Document is a perfected Lien on and security interest in all right, title and interest of the Loan Parties in the Collateral purported to be covered thereby to secure the Secured Obligations, prior and superior to all other Liens other than Permitted Encumbrances entitled to priority under Applicable Law. With respect to each item of Collateral, all consents, licenses, approvals or authorizations of or registrations or declarations of any Governmental Authority or any Person required to be obtained, effected or given by any Borrower in order for such Borrower to validly grant a security interest in each item of Collateral to the Collateral Agent, for the benefit of the Secured Parties, to secure the Secured Obligations have been duly obtained, effected or given and are in full force and effect.

Section 3.16 ERISA; Labor Matters .

(a) Except as could not reasonably be expected to have a Material Adverse Effect, each Plan is in compliance with its terms and the applicable provisions of ERISA, the Code and other federal or state laws. Each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the

Internal Revenue Service, and, to the knowledge of the Borrowers, nothing has occurred that would cause the loss of such tax-qualified status.

(b) Except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no pending or, to the knowledge any Borrower, threatened or contemplated claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan, and (ii) there has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan.

(c) No ERISA Event has occurred, and no Borrower is aware of any fact, event or circumstance that, either individually or in the aggregate, would reasonably be expected to constitute or result in an ERISA Event except, in each case, as could not reasonably be expected to have a Material Adverse Effect.

(d) Except as would not reasonably be expected to have a Material Adverse Effect, (i) the present value of all accrued benefits under each Pension Plan (based on those assumptions used to fund such Pension Plan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Pension Plan allocable to such accrued benefits, and (ii) as of the most recent valuation date for each Multiemployer Plan, there was no potential liability of the Borrowers or any ERISA Affiliate for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA).

(e) No strike, lockout or other labor dispute in connection with the business or the Properties of any Borrower exists or, to the knowledge of any Borrower, is threatened in writing, that could reasonably be expected to result in material liability to any Borrower.

(f) No Borrower has or has had at any time any employees.

Section 3.17 Single-Purpose Entity . Each Borrower has been formed for the sole purpose of engaging in the transactions contemplated under this Agreement and the other Transaction Documents to which it is a party. No Borrower has conducted, or is conducting, any business other than the performance of its obligations under the Transaction Documents to which it is a party and activities related and incidental thereto.

Section 3.18 Capitalization and Related Matters .

(a) The only member or shareholder of each Borrower is the Pledgor. No Borrower has any Subsidiaries. The Collateral includes all of the equity interests in the Borrowers.

(b) All of the equity interests in each Borrower have been duly authorized and validly issued in accordance with the applicable Organizational Documents of such Borrower. No Borrower has any outstanding securities convertible into or exchangeable for any of its membership interests in or any rights to subscribe for or to purchase, or any warrants or options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to any such membership interests (except as expressly provided for herein or in the Security Documents, or such Borrower’s Organizational Documents).

Section 3.19 Deposit Accounts and Securities Accounts . Other than the accounts permitted to exist under the Depositary Agreement, the Loan Asset Securities Account and any Acceptable Equity Escrow opened and used solely for the purposes contemplated hereunder, such Borrower has no Deposit Accounts or Securities Accounts.

Section 3.20 Solvency . (a) As of the Closing Date, immediately after giving effect to the Transactions and (b) as of any other date on which this representation is given, immediately after giving effect to the Borrowing or Issuance, and use of proceeds thereof, in each case on such date, the Borrowers, taken as a whole, are Solvent.

Section 3.21 Taxes . Borrower 1 is a disregarded entity of the Sponsor for U.S. federal income tax purposes; Borrower 2 is a TRS of the Sponsor for U.S. federal income tax purposes; Borrower 3 is a TRS of the Sponsor for U.S. federal income tax purposes, and neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby shall affect such status. Each Borrower has filed, or caused to be filed, all U.S. federal and all material state, local or other Tax returns required to be filed, and has paid, or caused to be paid, all material Taxes that are due, other than Taxes not at the time delinquent or being contested and reserved against in accordance with Section 5.08 .

Section 3.22 Undisclosed Liabilities . There are no material liabilities or Indebtedness, direct or contingent, of any Borrower, except as has been disclosed in the Base Case Projections, financial statements delivered pursuant to Section 5.09 or pursuant to the Financing Documents.

Section 3.23 EEA Financial Institution . No Loan Party is an EEA Financial Institution.

ARTICLE IV.

CONDITIONS

Section 4.01 Conditions to Initial Extension of Credit . The effectiveness of this Agreement and the agreement of each Lender to make the initial Borrowing and any Issuance on the Closing Date are subject to the satisfaction, prior to or concurrently with the making of such initial Borrowing and Issuance on the Closing Date, of the following conditions precedent (in each case, unless waived in accordance with Section 10.02 ):

(a) Execution of Credit Agreement and Depositary Agreement . The Administrative Agent and the Coordinating Lead Arranger shall have received duly executed counterparts of this Agreement and the Depositary Agreement from each of the Borrowers and the Pledgor.

(b) Security Documents . The Administrative Agent and the Coordinating Lead Arranger shall have received duly executed counterparts of the Security Agreement and each other Security Document intended to be in effect as of the Closing Date from each of the Borrowers and the Pledgor, and the security interests in and to the Collateral intended to be created under the Security Documents shall have been created in favor of the Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations and are fully registered (if applicable), perfected and in full force and effect (including (i) the filing of UCC-1 financing statements (or equivalent action under local law of any applicable foreign jurisdiction), (ii) the register of mortgages and charges of Borrower 2 reflecting any security interests granted by Borrower 2 and (iii) the delivery of certificates, if any, representing the Pledged Collateral accompanied by undated stock powers

executed in blank and instruments evidencing pledged debt, if any, indorsed in blank), or arrangements satisfactory to the Administrative Agent to make any necessary recordings or filings on or immediately following the Closing Date have been made, and evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken shall have been delivered to the Administrative Agent; provided however, that each of the requirements set forth in this clause (b), including the delivery of documents and instruments necessary to provide or perfect a security interest intended to be created by the Security Documents (other than (x) the execution and delivery of the Security Agreement, the Pledge Agreement described in clause (a) of the definition thereof and the Depositary Agreement, (y) a security interest in any Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code (or equivalent action under local law of any applicable foreign jurisdiction) and (z) the pledge of the Pledged Collateral to the extent a security interest therein may be perfected by delivery of a stock or equivalent certificate (along with an instrument of transfer) (or equivalent action under local law of any applicable foreign jurisdiction)) shall not constitute conditions precedent to any Borrowing or Issuance on the Closing Date after the Borrowers’ use of commercially reasonable efforts to do so without undue burden and expense.

(c) Corporate Documents . The Administrative Agent and the Coordinating Lead Arranger shall have received a certificate of an Authorized Officer of each Loan Party, dated as of the Closing Date, certifying: (A) that attached to such certificate is a true and complete copy of its certificate of incorporation, certificate of formation, charter or other Organizational Documents, together with any amendments thereto, certified by the Secretary of State (or equivalent Person in the relevant jurisdiction) of its jurisdiction of organization dated no more than thirty (30) days prior to the Closing Date, and that such Organizational Documents have not been amended since the date of such certification; (B) that attached to such certificate is a true and complete copy of its by-laws, memorandum and articles of association, limited liability company agreement, limited partnership agreement, operating agreement or other governing document of such Person, as applicable, together with any amendments thereto; (C) that attached to such certificate is a true and complete copy of resolutions (which resolutions may be “standing” resolutions) duly adopted by the board of directors, member(s), partner(s) or other authorized governing body of such Person, authorizing the execution, delivery and performance of each of the Financing Documents to which such Person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (D) that attached to such certificate is a certificate as to the good standing of and payment of franchise Taxes (or comparable certificate in the relevant jurisdiction) such Person, dated no more than thirty (30) days prior to the Closing Date; (E) in respect of Borrower 2, that attached to such certificate is a true and complete copy of its register of directors and officers, register of members and register of mortgages and charges; and (F) as to the incumbency and specimen signature of each officer, member or director (as applicable) of such Person executing the Financing Documents to which such Person is a party.

(d) Company Certificates . The Administrative Agent and the Coordinating Lead Arranger shall have received an Officer’s Certificate substantially in the form of Exhibit D from the Borrowers.

(e) Opinion of Counsel to the Loan Parties . The Administrative Agent and the Coordinating Lead Arranger shall have received customary opinions of (i) Sidley Austin LLP,

special New York and Delaware counsel to the Loan Parties (and each Loan Party hereby irrevocably instructs such counsel to deliver such opinion to the Administrative Agent and the Coordinating Lead Arranger) and (ii) Maples and Calder, special Cayman Islands counsel to the Administrative Agent and the Coordinating Lead Arranger, in each case, in form and substance reasonably acceptable to the Administrative Agent.

(f) Borrowing and Issuance Request . The Administrative Agent shall have received (i) in the case of Term Loans, Revolving Loans or DDTL Loans to be borrowed on the Closing Date, a Term Loan Borrowing Request, Revolving Loan Borrowing Request or DDTL Loan Borrowing Request, as applicable, in accordance with Section 2.01(b) , Section 2.02(b) or Section 2.03(b) , respectively, or (ii) in the case of Letters of Credit to be Issued on the Closing Date, a Notice of Issuance in accordance with Section 2.05(b) or Section 2.06(b) , as applicable.

(g) Establishment of Collateral Accounts . Prior to or substantially simultaneously with the initial Borrowing on the Closing Date, each of the Collateral Accounts shall have been established pursuant to the Depositary Agreement.

(h) Equity Contribution . Prior to or substantially concurrently with the initial Borrowing on the Closing Date, the Required Equity Contribution Amount shall have been contributed in full to the Borrowers as cash common equity.

(i) Cut-Off Date Portfolio Date . The Administrative Agent and the Coordinating Lead Arranger shall have received the Cut-Off Date Portfolio Tape (as defined in the Purchase Agreement).

(j) KYC Information . Each Agent and the Coordinating Lead Arranger shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that has been reasonably requested not less than ten (10) Business Days prior to the Closing Date.

(k) Beneficial Ownership Certification . Each Agent and the Coordinating Lead Arranger shall have received, at least three (3) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation to the extent requested not less than ten (10) Business Days prior to the Closing Date.

(l) Fees and Expenses . Each Agent and the Coordinating Lead Arranger shall have received payment of all fees and expenses of any Lender, the Coordinating Lead Arranger, the Agents, and any Issuing Lender, due and payable by the Borrowers pursuant to the Commitment Letter or the Fee Letter on the Closing Date.

(m) Representations and Warranties . Each of the Specified Representations shall be true and correct in all material respects as of the Closing Date (except in the case of any Specified Representation which expressly relates to a given date or period, in which case such representation and warranty shall be true and correct in all material respects as of the respective date and for the respective period, as the case may be) and all of the Specified Purchase Agreement Representations shall be true and correct to the extent set forth in the definition thereof; provided that to the extent

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any of the Specified Representations are qualified by or subject to a “material adverse effect” or “material adverse change” or similar term or qualification, the definition thereof shall be the definition of Closing Date Material Adverse Effect for purposes of any such representations and warranties made or deemed made on, or as of, the Closing Date (or any date prior thereto).

(n) Acquisition . The Acquisition shall have been consummated substantially simultaneously with the initial Borrowing on the Closing Date in all material respects in accordance with the terms described in the Purchase Agreement without giving effect to any amendments, changes or supplements thereto or any consents or waivers that, in any such case, are materially adverse to the Lenders in their capacities as such, without the consent of the Coordinating Lead Arranger, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that (i) any decrease in the purchase price (or any decrease in the purchase price attributable to the Acquired Assets from that which would have been owing based on the Signing Date Portfolio Tape (as defined in the Purchase Agreement)) shall not be deemed to be materially adverse to the Lenders; provided that, in all cases such decrease shall be subject to the Adjustment (as defined in the Commitment Letter), (ii) any increase in the purchase price shall not be deemed to be materially adverse to the Lenders, so long as such increase is funded by a dollar-for-dollar increase in the Required Equity Contribution Amount, and (iii) any purchase price adjustment expressly contemplated by the Purchase Agreement shall not be considered an amendment or waiver).

(o) Solvency . The Administrative Agent and the Coordinating Lead Arranger shall have received a solvency certificate, in substantially the form of Exhibit E , as to the Solvency of the Borrowers, taken as a whole (after giving effect to the Transactions), signed by a Financial Officer of the Borrowers.

(p) Funds Flow Memorandum . The Administrative Agent and the Coordinating Lead Arranger shall have received the Funds Flow Memorandum.

For the purpose of determining compliance with the conditions specified in this Section 4.01 , each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 4.01 unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 4.02 Conditions to All Extensions of Credit After the Closing Date . The obligation of each Lender to make any Term Loan, Revolving Loan or DDTL Loan pursuant to a Borrowing (other than a Borrowing of a Delayed Acquisition Loan Asset Commitment), and of each Issuing Lender to Issue any Class of Letters of Credit, in each case, after the Closing Date, is subject to the satisfaction of the conditions precedent set forth below (in each case, unless waived in accordance with Section 10.02 ):

(a) Loan Borrowing Request or Notice of Issuance . Delivery of (i) in the case of Revolving Loans or DDTL Loans, a Revolving Loan Borrowing Request or DDTL Loan Borrowing Request, as applicable, to the Administrative Agent in accordance with Section 2.02(b) or Section 2.03(b) , respectively, together with the corresponding notices of borrowing (or other relevant documentation, which may include a funding memorandum from the administrative agent

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or similar representative) received by the Borrowers under the applicable Underlying Credit Facilities, or (ii) in the case of Letters of Credit, delivery of a Notice of Issuance to the Administrative Agent in accordance with Section 2.05(b) or Section 2.06(b) , as applicable, together with the corresponding documentation (which may include a demand for credit support from the Underlying Obligor) received by the Borrowers under the applicable Underlying Credit Facilities.

(b) LTV Certificate . The delivery to the Administrative Agent of a LTV Certificate in accordance with Section 2.24 . After giving effect to such Borrowing and/or Issuance, the LTV Ratio shall the be no greater than the Target LTV Ratio.

(c) Representations and Warranties; No Default or Event of Default . (i) The representations and warranties of each Loan Party set forth in each Financing Document to which it is a party shall be true and correct in all material respects on and as of the date of such Borrowing or Issuance (or, if any such representation or warranty is expressly stated to have been made as of a specific prior date, such representation or warranty was true and correct in all material respects as of such specific prior date) both immediately prior to the proposed Borrowing or Issuance and after giving effect to such Borrowing or Issuance; provided , however , that a representation or warranty that is qualified by materiality, in all material respects, Material Adverse Effect or similar phrase shall be true and correct in all respects, and (ii) at the time of and immediately after giving effect to such Borrowing or Issuance, no Default or Event of Default shall have occurred and be continuing.

Section 4.03 Conditions to Borrowing of a Delayed Acquisition Loan Asset Commitment . The obligation of each Lender to make any DDTL Loan pursuant to a Borrowing of a Delayed Acquisition Loan Asset Commitment is subject to the satisfaction of the conditions precedent set forth below (in each case, unless waived in accordance with Section 10.02 ):

(a) Borrowing Request . The Administrative Agent shall have received a DDTL Loan Borrowing Request in accordance with Section 2.03(b) requesting a Borrowing of a Delayed Acquisition Loan Asset Commitment.

(b) Equity Contribution . Prior to or substantially concurrently with such Borrowing an amount of cash common equity sufficient, together with the proceeds of such Borrowing, to consummate the acquisition of the applicable Delayed Acquisition Loan Asset shall have been contributed in full to the Borrowers.

(c) Fees and Expenses . Each Agent and the Coordinating Lead Arranger shall have received payment of all fees and expenses of any Lender, the Coordinating Lead Arranger, the Agents, and any Issuing Lender, due and payable by the Borrowers pursuant to the Commitment Letter or the Fee Letter on the date of such Borrowing.

(d) Representations and Warranties . Each of the Specified Representations shall be true and correct in all material respects as of the date of such Borrowing (except in the case of any Specified Representation which expressly relates to a given date or period, in which case such representation and warranty shall be true and correct in all material respects as of the respective date and for the respective period, as the case may be) and all of the Specified Purchase Agreement

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Representations shall be true and correct to the extent set forth in the definition thereof; provided that to the extent any of the Specified Representations are qualified by or subject to a “material adverse effect” or “material adverse change” or similar term or qualification, the definition thereof shall be the definition of Closing Date Material Adverse Effect for purposes of any such representations and warranties made or deemed made on, or as of, the date of such Borrowing (or any date prior thereto).

(e) Acquisition . The acquisition of the applicable Delayed Acquisition Loan Asset shall have been consummated substantially simultaneously with the making of such Borrowing in all material respects in accordance with the terms described in the Purchase Agreement without giving effect to any amendments, changes or supplements thereto or any consents or waivers that, in any such case, are materially adverse to the Lenders in their capacities as such, without the consent of the Coordinating Lead Arranger, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that (i) any decrease in the purchase price shall not be deemed to be materially adverse to the Lenders, and (ii) any increase in the purchase price shall not be deemed to be materially adverse to the Lenders, so long as such increase is funded by a dollar-for-dollar increase in the equity contribution contemplated under Section 4.03(b) ).

(f) Solvency . The Administrative Agent and the Coordinating Lead Arranger shall have received a solvency certificate, in substantially the form of Exhibit E , as to the Solvency of the Borrowers, taken as a whole (after giving effect to the acquisition of the applicable Delayed Acquisition Loan Asset), signed by a Financial Officer of the Borrowers.

ARTICLE V.

AFFIRMATIVE COVENANTS

Each Borrower covenants and agrees with the Lenders, the Issuing Lenders and the Agents that until the Termination Date such Borrower shall abide by the following affirmative covenants (to the extent applicable to it):

Section 5.01 Limited Liability Company Existence; Etc.

(a) Such Borrower shall at all times preserve and maintain in full force and effect (i) (A) in the case of Borrower 1 and Borrower 3, its legal existence as a limited liability company and good standing under the laws of the State of Delaware, and (B) in the case of Borrower 2, its legal existence as an exempted company with limited liability and good standing under the laws of the Cayman Islands, and (ii) its qualification to do business and its good standing in each jurisdiction in which the character of Properties owned by it or in which the transaction of its business makes such qualification necessary, except, in the case of clause (ii) where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

(b) Each Borrower shall (i) observe all organizational procedures required by its Organizational Documents and the laws of its jurisdiction of organization, (ii) comply with all organizational formalities necessary to maintain its separate and distinct existence in accordance with Applicable Law, (iii) conduct its business solely in its own name, (iv) maintain its assets, funds and transactions, including its bank accounts, separate from those of its Affiliates that are not Borrowers, and (v) maintain an accounting and control system, together with full and complete

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financial records separate from those of its Affiliates that are not Borrowers in accordance with Applicable Accounting Requirements.

Section 5.02 Conduct of Business . Such Borrower shall administer and service the Loan Assets and otherwise conduct its business in accordance in all material respects with the Underlying Credit Documents and Prudent Industry Practice (including by entering into the Servicing Agreement).

Section 5.03 Compliance with Laws and Obligations .

(a) Each Borrower shall comply (i) in all material respects with all material Applicable Laws and Governmental Approvals and (ii) in all respects with Anti-Terrorism Laws, Anti-Bribery or Anti-Corruption Laws and Applicable Laws relating to Sanctions.

(b) Such Borrower shall enforce (or where applicable, vote to enforce) each material covenant or contractual obligation under the Servicing Agreement, the Purchase Documents and the Material Underlying Credit Documents to which it is a party in accordance with the terms thereof in a commercially reasonable manner.

Section 5.04 Governmental Approvals . Such Borrower shall obtain and maintain in full force and effect (or where appropriate, promptly renew in a timely manner), or cause to be obtained, maintained and renewed in full force and effect all material Governmental Approvals required by any Governmental Authority under any Applicable Law for the holding, administration and servicing of the Loan Assets and such Borrower’s business and operations generally.

Section 5.05 Maintenance of Title . Except as otherwise permitted under Section 6.08 , each Borrower shall maintain title to the interests in the Loan Assets transferred to it pursuant to the Purchase Documents, free and clear of Liens other than Permitted Encumbrances.

Section 5.06 Insurance . Each Borrower shall maintain insurance with respect to the Properties, Collateral and business of such Borrower of such type, with such insurers, in such amounts and with such coverages and deductibles as are customary for companies similarly situated.

Section 5.07 Maintenance of Records; Access to Records; Inspection Rights .

(a) Such Borrower shall at all times keep proper books of records and accounts in which entries of its transactions that are full, true and correct entries in all material respects shall be made in accordance with Applicable Accounting Requirements.

(b) Such Borrower shall permit officers and designated representatives of the Administrative Agent to visit and inspect, in the presence of its respective representatives, if requested by the applicable Borrower, the Properties of such Borrower and examine and make copies of the books, records, accounts and documents (including records, documents or files relating to the Loan Assets and Underlying Credit Documents) of the Borrowers and to discuss the affairs, business (including all matters concerning the Loan Assets and Underlying Credit Documents) finances and accounts of the Borrowers with their officers, employees, agents or independent accountants (subject to reasonable requirements of safety and confidentiality,

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including requirements imposed by Applicable Law or by contract and so long as the Borrowers have been given a reasonable opportunity to participate in all such discussions), in each case, with reasonable advance notice to the applicable Borrower and during normal business hours of the applicable Borrower.

(c) Notwithstanding any provision of any Financing Document to the contrary, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise the rights set forth in this Section 5.07(b) more than one time (for each Borrower) in any calendar year and the reasonable and documented out-of-pocket costs of each such visit by the Administrative Agent shall be borne by the Borrowers and (ii) during the continuation of an Event of Default, the Administrative Agent may make such visits and inspections from time to time with reasonable advance notice to the applicable Borrower during normal business hours and the reasonable and documented out-of-pocket expenses of each such visit by the Administrative Agent shall be borne by the Borrowers.

(d) Notwithstanding anything to the contrary in this Section 5.07 , no Borrower will be required to disclose or permit the inspection or discussion of any document, information or other matter (other than any Underlying Credit Document) (i) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law or by contract, or (ii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Section 5.08 Payment of Taxes (a) Each Borrower shall pay and discharge before the same shall become delinquent all material Taxes imposed upon it or upon its Property; provided , however , that no Borrower shall be required to pay or discharge any such Tax that is being contested in good faith and as to which appropriate reserves are established with respect to the contested items in accordance with Applicable Accounting Requirements.

Section 5.09 Information and Reporting Requirements . Each Borrower shall furnish to the Administrative Agent (for further distribution to the Lenders):

(a) Financial Statements .

(i) As soon as available and in any event within 120 days after the end of each Fiscal Year (commencing with the Fiscal Year ended December 31, 2018), (A) the audited consolidated financial statements of Pledgor and the Borrowers, on a consolidated basis, as of the end of such Fiscal Year, prepared in accordance with Applicable Accounting Requirements, accompanied by an opinion of an independent public accounting firm of national standing, which opinion shall state that such financial statements fairly present, in all material respects, the financial condition and results of operations of Pledgor and the Borrowers, on a consolidated basis, as at the end of and for such Fiscal Year in accordance with Applicable Accounting Requirements and (B) the unaudited consolidating financial statements of the Borrowers, as of the end of such Fiscal Year, prepared in accordance with Applicable Accounting Requirements, certified by a Financial Officer of each Borrower as fairly stating, in all material respects, the consolidating financial condition of the Borrowers (subject to year-end adjustments and the absence of footnotes) as at the end of such period.

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(ii) As soon as available and in any event within sixty (60) days after the end of each of the first three fiscal quarters of the Borrowers (commencing with the fiscal quarter ended March 31, 2019), the unaudited consolidated and consolidating financial statements of the Borrowers, as of the end of such quarter, prepared in accordance with Applicable Accounting Requirements, certified by a Financial Officer of each Borrower as fairly stating, in all material respects, the consolidated and consolidating financial condition of the Borrowers (subject to year-end adjustments and the absence of footnotes) as at the end of such period.

(iii) Along with such financial statements under (i) and (ii) above, a certificate signed by an Authorized Officer of each Borrower certifying that to such Authorized Officer’s knowledge, no Default or Event of Default has occurred and is continuing as of the date of such certificate or, if any Default or Event of Default has occurred and is continuing as of the date of such certificate, the nature thereof and the corrective actions that such Borrower has taken or proposes to take with respect thereto (other than litigation strategy and documentation subject to confidentiality obligations or attorney-client privilege or similar privilege).

(b) Quarterly Reports . As soon as available and in any event within sixty (60) days after the end of each fiscal quarter of the Borrowers, (i) quarterly asset management reports with respect the Loan Assets and the Underlying Obligors, including any Required Underlying Credit Documents with respect to the Loan Assets not previously delivered to the Administrative Agent, and (ii) financial reporting packages (including applicable financial statements) delivered by the Underlying Obligors pursuant to the applicable Underlying Credit Documents to the extent such financial reporting packages have been received by such Borrower or its Affiliates and have not previously been delivered to the Administrative Agent.

(c) Monthly Reports . As soon as available and in any event within thirty (30) days after the end of each month, (i) monthly asset management reports with respect the Loan Assets and the Underlying Obligors (to the extent prepared or received by or on behalf of such Borrower) and (ii) financial reporting packages (including applicable financial statements) delivered by the Underlying Obligors pursuant to the applicable Underlying Credit Documents to the extent such financial reporting packages have been received by such Borrower or its Affiliates and have not previously been delivered to the Administrative Agent.

(d) Annual Delivery of Base Case Projections . As soon as available and in any event within sixty (60) days after the end of each Fiscal Year of the Borrowers, commencing with the Fiscal Year ending December 31, 2019, updated Base Case Projections.

(e) Other . Promptly following request therefor, (i) such other data, information, certificates, reports, statements, documents and further information with respect to (A) the condition (financial or otherwise), business, operations or performance of any Borrower or (B) any Loan Assets (including any credit memorandum or similar document relating to a Loan Asset prepared by or on behalf of any Borrower) as the Administrative Agent or any Lender, through the Administrative Agent, may from time to time reasonably request; and (ii) such other information and documentation reasonably requested by the Administrative Agent or any Lender, through the Administrative Agent, for purposes of compliance with applicable “know your customer”

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requirements under the PATRIOT Act or other applicable anti-money laundering laws; provided that no Borrower shall be required to disclose or provide any information that (1) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by Applicable Law or contract, or (2) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Section 5.10 Notices . Such Borrower shall provide to the Administrative Agent (for further distribution to the Lenders):

(a) As soon as practicable and in any event within five (5) Business Days after such Borrower obtains knowledge of any of the following, written notice of:

(i) the occurrence of any Default or Event of Default and describing any action being taken or proposed to be taken with respect thereto (other than litigation strategy and documentation subject to confidentiality obligations or attorney-client privilege or similar privilege);

(ii) any dispute, litigation, investigation or proceeding (including any Environmental Claim) (A) affecting any Loan Party (I) in which the amount involved is in excess of $500,000 or (II) in which any non-monetary relief has had or could reasonably be expected to have a Material Adverse Effect or (B) affecting any Loan Asset that has had or could reasonably be expected to have an Underlying Material Adverse Effect;

(iii) the occurrence of any ERISA Event;

(iv) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification;

(v) any breach of any representation, warranty, agreement or covenant under (A) the Purchase Agreement to the extent relating to any Loan Asset or the Sponsor’s rights and obligations with respect thereto have been assigned to such Borrower pursuant to the PSA Assignment or (B) any Purchase Document to which any Borrower is a party;

(vi) any other event, circumstance, development or condition that has a Material Adverse Effect;

(vii) any material consent, waiver, amendment, restatement, supplement or other modification under or to any Loan Asset;

(viii) any change in legal or beneficial ownership of Citgo Petroleum Corporation; and

(ix) any internal downgrade or credit watch by a Loan Party or the Servicer with respect to a Loan Asset.

(b) Promptly and in any event within five (5) Business Days after receipt by any Borrower thereof, copies of all material notices and other material documents relating to (1) any

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default or event of default by the Underlying Obligor under such Loan Asset, (2) any increase, decrease or termination of commitments or extensions of credit under or acceleration of such Loan Asset and (3) any Underlying Material Adverse Effect.

Section 5.11 Use of Proceeds .

(a) Such Borrower shall use the proceeds of the Term Loans made to it solely (i) to consummate the Acquisition in accordance with the Purchase Agreement (and to pay fees and expenses associated therewith) on the Closing Date, and (ii) to pay fees and expenses incurred in connection with the Facilities, including the negotiation, execution, and delivery of all the Financing Documents.

(b) Such Borrower shall use the Revolving Credit Facility solely (i) to obtain Revolving Loans to consummate the acquisition of Underlying Revolving Loan Facilities and Underlying Letter of Credit Facilities pursuant to the Acquisition on the Closing Date, (ii) to obtain Revolving Loans to fund the payment of the Post-Closing Adjustment (as defined in the Purchase Agreement as of the Closing Date) with respect to Underlying Revolving Loan Facilities and Underlying Letter of Credit Facilities that were acquired by such Borrower on the Closing Date, (iii) to obtain Revolving Loans to fund loans required to be made by such Borrower under Underlying Revolving Loan Facilities and Underlying Letter of Credit Facilities, and (iv) to provide for Revolving Letters of Credit to post credit support for such Borrower’s commitments under the Underlying Revolving Loan Facilities and Underlying Letter of Credit Facilities, on terms and conditions reasonably satisfactory to the applicable Issuing Lender; provided that in furtherance of the foregoing such Borrower shall only request Revolving Loans and/or Revolving Letters of Credit denominated in the same Currency as the corresponding Underlying Revolving Loan Facilities and Underlying Letter of Credit Facilities.

(c) Such Borrower shall use the DDTL Facility solely (i) to obtain DDTL Loans to consummate the acquisition of Underlying Delayed Draw Term Loan Facilities pursuant to the Acquisition on the Closing Date, (ii) to obtain DDTL Loans to consummate the acquisition of Delayed Acquisition Loan Assets pursuant to the Purchase Agreement and in accordance with Section 2.03(e) , (iii) to obtain DDTL Loans to fund the payment of the Post-Closing Adjustment (as defined in the Purchase Agreement as of the Closing Date) with respect to Underlying Delayed Draw Term Loan Facilities that were acquired by such Borrower on the Closing Date, (iv) to obtain DDTL Loans to fund loans required to be made by such Borrower under Underlying Delayed Draw Term Loan Facilities, and (v) to provide for DDTL Letters of Credit to post credit support for such Borrower’s commitments under the Underlying Delayed Draw Term Loan Facilities, on terms and conditions reasonably satisfactory to the applicable Issuing Lender.

Section 5.12 Further Assurances .

(a) Such Borrower shall execute, acknowledge where appropriate, and deliver, and cause to be executed, acknowledged where appropriate, and delivered, from time to time promptly at the reasonable request of any Agent all such instruments, notices and documents (including filings, recordings or registrations required to be filed and any notices required to be delivered or published in respect of any Security Document or assignment thereto) necessary or appropriate to establish or maintain the Collateral Agent’s perfected, first priority (subject to Permitted

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Encumbrances entitled to priority under Applicable Law) security interest in the Collateral to secure the Secured Obligations to the extent required by the Financing Documents.

(b) Promptly following the elevation of any Participation Interest to a full assignment, the applicable Borrower shall (i) notify the Administrative Agent thereof, (ii) to the extent reasonably requested by the Administrative Agent, execute, deliver and file or record a supplement to the applicable Security Documents, reasonably satisfactory in form and substance to Administrative Agent, and (iii) take such other actions and obtain any consents as are necessary or appropriate to establish and maintain in favor of the Collateral Agent for the benefit of the Secured Parties a perfected, first priority (subject to Permitted Encumbrances entitled to priority under Applicable Law) security interest therein to the extent required pursuant to the Financing Documents.

Section 5.13 Receipts . Such Borrower shall (a) instruct all Persons remitting cash to or for the account of such Borrower, including each Underlying Obligor or other Person in accordance with the Underlying Credit Documents, to deposit such cash directly into the applicable Collateral Accounts as required under and for application in accordance with the Depositary Agreement and (b) cause all Receipts received by it or any of its Affiliates to be deposited into the applicable Collateral Accounts as required under and for application in accordance with the Depositary Agreement; provided that any Receipts from the Loan Assets constituting “securities” (within the meaning of Article 8 of the UCC) may be deposited directly into a Loan Asset Securities Account in the name of the applicable Borrower and subject to the Loan Asset Control Agreement as and when required hereunder so long as such Receipts (if any) are deposited into the Collection Account in accordance with the terms of the Loan Asset Control Agreement (or, prior to the time the Loan Asset Control Agreement is executed and effective, within one Business Day after deposit in such Loan Asset Securities Account).

Section 5.14 Compliance with Sanctioned Persons and Anti-Terrorism Laws . If such Borrower, or to such Borrower’s knowledge, any of its Affiliates, is named on any list of Sanctioned Persons, such Borrower will (i) promptly give written notice to the Administrative Agent of such designation and the Administrative Agent shall promptly, and in any event within three (3) Business Days, notify the Collateral Agent and each of the Lenders, and (ii) comply with all Applicable Law with respect to such designation (regardless of whether the party included on any list of Sanctioned Persons is located within the jurisdiction of the United States), including the Anti-Terrorism Laws, and such Borrower hereby authorizes and consents to the Agents and Lenders taking any and all steps each deems reasonably necessary, in their respective reasonable discretion, as applicable, to comply with all Applicable Law or any directive, guideline, requirement or other governmental or regulatory request (whether or not having the force of law) with respect to any such designation, including the requirements of the Anti-Terrorism Laws (including the “freezing” and/or “blocking” of assets).

Section 5.15 Collateral Accounts . Maintain (a) the Collateral Accounts in accordance with the Depositary Agreement and (b) from and after the date such Loan Asset Control Agreement is required to be in effect pursuant to Section 5.17 , the Loan Asset Securities Account in accordance with the Loan Asset Control Agreement.

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Section 5.16 Participations . At any time after the date that is 60 days after the Closing Date, to the extent that any Loan Asset constitutes a Participation Interest that has not been elevated to an assignment, the applicable Borrower shall, upon the reasonable written request of the Administrative Agent, use commercially reasonable efforts to promptly cause the Seller or its applicable Affiliate that is acting as the participating lender with respect to such Participation Interest to assign its rights and interests under the applicable Underlying Credit Documents subject to such Participation Interest to the Administrative Agent or its designated Affiliate and such Participation Interest shall either remain in effect or the applicable Borrower and the Administrative Agent or its applicable Affiliate will enter into a replacement participation arrangement in substantially the same form as the existing participation agreement or such other form as is reasonably acceptable to the Administrative Agent (and such participation arrangement shall be deemed to be a Participation Interest for all purposes hereunder).

Section 5.17 Post-Closing Matters . The Borrowers shall deliver or perform, as applicable, within 45 days (or such longer period as the Administrative Agent may reasonably agree in its discretion) after the Closing Date, each of the documents or actions set forth on Schedule 5.17.

ARTICLE VI.

NEGATIVE COVENANTS

Each Borrower covenants and agrees with the Lenders, the Issuing Lenders and the Agents that until the Termination Date such Borrower shall abide by the following negative covenants:

Section 6.01 Fundamental Changes . Such Borrower shall not (a) materially amend, modify in any respect or terminate, or agree to or permit any such material amendment, modification or termination of its Organizational Documents, (b) change its legal form, (c) enter into any transaction of merger or consolidation, (d) liquidate, windup or dissolve itself or (e) other than pursuant to the Purchase Documents, acquire all or any substantial part of the assets or any class of stock of (or other equity interest in) any other Person.

Section 6.02 Subsidiaries . Such Borrower shall not create, acquire or permit to exist any Subsidiaries thereof.

Section 6.03 Indebtedness; Guarantees . Such Borrower shall not create, incur, assume or suffer to exist or otherwise become liable with respect to any Indebtedness, other than Permitted Indebtedness.

Section 6.04 Liens, Etc. Such Borrower shall not create, incur, assume or suffer to exist any Lien upon or with respect to any of its assets (including real property, personal property and fixtures) whether now owned or hereafter acquired, other than any such Lien that would constitute a Permitted Encumbrance.

Section 6.05 Investments, Advances, Loans . Such Borrower shall not make any advance, loan or extension of credit to, or make any acquisitions or investments (whether by way of transfers of Property, contributions to capital, acquisitions of stock, securities, evidences of indebtedness or otherwise) in, or purchase any stock, bonds, notes, debentures or other securities of, any other Person, other than (a) advances, loans or extensions of credit under the Loan Assets, which

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advances, loans or extensions of credit are (i) acquired by such Borrower pursuant to the Purchase Documents or from another Borrower that acquired such advances, loans or extensions of credit pursuant to the Purchase Documents, (ii) made pursuant to unfunded commitments acquired by such Borrower pursuant to the Purchase Documents or from another Borrower that acquired such advances, loans or extensions of credit pursuant to the Purchase Documents or (iii) funded with Acceptable Equity, (b) acquisitions of or investments in Permitted Investments in accordance with the Depositary Agreement or the Loan Asset Control Agreement, (c) advances, loans or extensions of credit to, or investments in, any other Borrower ( provided that any such agreement shall be evidenced by a promissory note and such promissory note shall be pledged (and delivered) to the Collateral Agent for the benefit of the Secured Parties and shall be subject to a subordination agreement in form and substance reasonably satisfactory to the Administrative Agent) and (d) acquisitions of or investments in Property received in lieu of a debt or other obligation previously contracted with respect to a Loan Asset or a portion thereof in connection with an insolvency, bankruptcy, reorganization, restructuring or debt workout of the applicable Loan Asset or the related Underlying Obligor.

Section 6.06 Business Activities . Such Borrower shall not at any time conduct any activities other than acquisition, holding, administration and servicing of, and otherwise performing under, the Loan Assets and any activities incidental to the foregoing.

Section 6.07 Restricted Payments . Such Borrower shall not declare, pay or make, directly or indirectly, any Restricted Payment, except to the extent that the following conditions have been satisfied (as certified by an Authorized Officer of the applicable Borrower in a certificate delivered to the Administrative Agent):

(a) no Default or Event of Default shall have occurred and be continuing or would result from such Restricted Payment;

(b) any principal amounts of Loans or unreimbursed Letter of Credit Disbursements that would be payable under Sections 3.03(b)(i)(D) of the Depositary Agreement on the proposed date of such Restricted Payment have been paid;

(c) the LTV Ratio reflected in the most recently delivered Monthly Date LTV Certificate was less than or equal to the Target LTV Ratio as of the applicable Monthly Date; and

(d) the ISCR reflected in the most recently delivered ISCR Certificate is no less than 1.15:1.00.

Section 6.08 Asset Dispositions . Such Borrower shall not assign, participate, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its Properties (including its interests in the Loan Assets). Notwithstanding the foregoing, (a) such Borrower may convey, sell, assign, lease, transfer or otherwise dispose of its interests in any Loan Asset; provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition or results from such Disposition (other than any Default or Event of Default that is cured by such Disposition), (ii) after giving effect to such Disposition and the application of the proceeds thereof in accordance with the Depositary Agreement, the LTV Ratio is less than or equal to the Target LTV Ratio as demonstrated by the LTV Certificate

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delivered pursuant to clause (v) below and, in the case of any such Disposition by Borrower 3, the proceeds of such Disposition that will be available under Section 3.03(b)(i)(F) of the Depositary Agreement shall be sufficient to satisfy any Taxes payable in connection with such Disposition in full, (iii) such Disposition is on arms’ length terms and at fair market value, (iv) the entire consideration for such Disposition is paid in cash on the date of such Disposition and the Net Available Amount with respect thereto is deposited in the Receipts Account or the Revolving Loan Account, as applicable, in accordance with and for application in accordance with the Depositary Agreement and (v) such Borrower delivers to the Administrative Agent a certificate executed by an Authorized Officer certifying that the conditions set forth in clauses (i) through (iv) have been satisfied, together with a LTV Certificate delivered pursuant to Section 2.24, (b) such Borrower shall be entitled to liquidate, sell or otherwise dispose of Permitted Investments and (c) so long as no Event of Default shall have occurred and be continuing at the time of such Disposition or results from such Disposition, such Borrower may Dispose of any Loan Asset to another Borrower, provided that (i) at the time of any Disposition pursuant to this clause (c), such Borrowers take any actions required by Sections 5.12 and (ii) any such Disposition may only be made to Borrower 3 in contemplation of a Disposition of the applicable Loan Asset to a Person other than a Borrower.

Section 6.09 Accounting Changes . Such Borrower shall not change its Fiscal Year or make any other significant change in accounting treatment and reporting practices except as required by Applicable Accounting Requirements.

Section 6.10 Contractual Obligations .

(a) Such Borrower shall not (i) amend, modify, supplement, provide any consent or approval under, or waive in any respect, or agree to or permit any amendment, modification, supplement, consent, approval or waiver of, any Underlying Credit Document or (ii) enter into any additional Underlying Credit Document or related contractual obligation, in each case of clause (i) and (ii), that would result in an increase to such Borrower’s loans, extensions of credit or commitments under any Underlying Credit Document or such Borrower making, or being required to make, additional loans or other extensions of credit under any Underlying Credit Document, except in each case of clause (i) and (ii), to the extent that the entire amount of any such commitment, loan or extension of credit is funded with Acceptable Equity or, to the extent representing a future funding commitment, loan or extension of credit, an amount of Acceptable Equity equal to such future funding commitment, loan or extension of credit is deposited and maintained in an Acceptable Equity Escrow.

(b) Such Borrower shall not amend, modify, supplement, provide any consent or approval under, waive in any respect or terminate (other than, for the avoidance of doubt, by expiration in accordance with its terms (and not as a result of a breach by any Loan Party or Affiliate of a Loan Party)), (i) any Purchase Document that, in any such case, is materially adverse to the interests of the Lenders in their capacity as such and (ii) the Servicing Agreement that does not amend, modify or supplement any payment or fee provisions thereunder or is otherwise materially adverse to the interests of the Lenders in their capacity as such, unless, in each case, consented to by the Required Lenders (such consent not to be unreasonably, withheld, conditioned or delayed).

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Section 6.11 Transactions with Affiliates . Such Borrower shall not directly or indirectly enter into any transaction or series of related transactions with or for the benefit of an Affiliate (including guarantees and assumptions of obligations of an Affiliate), except (a) upon terms no less favorable, taken as a whole, to such Borrower than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate, (b) transactions with another Borrower, and (c) the Transaction Documents as in effect on the Closing Date.

Section 6.12 Accounts . Such Borrower shall not open, maintain or instruct any other Person to open any bank accounts other than the Collateral Accounts, the Loan Asset Securities Account and any Acceptable Equity Escrow.

Section 6.13 Hedging Agreements . Such Borrower shall not enter into any Hedging Agreements.

Section 6.14 Tax Status . No Borrower or the Sponsor shall take any action (including the filing of an Internal Revenue Service Form 8832) to change any Borrower’s tax treatment for federal income tax purposes to other than the treatment specified under Section 3.21 .

Section 6.15 Anti-Terrorism, Anti-Bribery and Anti-Corruption Laws, and Sanctions . Such Borrower shall:

(a) not directly or knowingly indirectly use the proceeds of the Loans to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding is, a Sanctioned Person or Sanctioned Country or in any other manner that would result in breach of Anti-Terrorism Laws or Sanctions by any Person (including any Person participating in the Loans or Letters of Credit, whether as underwriter, advisor, investor or otherwise); and

(b) not directly or knowingly indirectly use the proceeds of the Loans, or lend, contribute or otherwise make available the proceeds of the Loans or Letter of Credit, directly or indirectly, in furtherance of any offer, payment, promise to pay, or authorization of the payment or giving of money or anything else of value, to any Person in violation of any Anti-Bribery and Anti-Corruption Law.

Section 6.16 Negative Pledge . No Borrower shall enter into or permit to exist any agreement other than the Financing Documents or the Underlying Credit Documents, as in effect on the Closing Date, (a) prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of the Borrowers under the Financing Documents or (b) prohibiting the ability of any Borrower to (i) make loans or advances to or investments in or payments on behalf of, or become liable for or guarantee indebtedness of any other Borrower or (ii) transfer any of its assets to any other Borrower.

Section 6.17 Investment Company Act . No Borrower shall be required to register as an “investment company” under the Investment Company Act unless such requirement arises solely as a result of the inaccuracy of the representations of the Lenders and the Participants in, or as contemplated by, this Agreement or the noncompliance by the Lenders and the Participants with the restrictions on transfer in, or as contemplated by this Agreement.

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ARTICLE VII.

EVENTS OF DEFAULT

Section 7.01 Events of Default . Each of the following events shall constitute an “ Event of Default ”:

(a) Payments . Any Borrower shall fail to pay when due: (i) any principal of any Loan, any Reimbursement Obligation in respect of any Letter of Credit Disbursement (except with respect to Reimbursement Obligations that convert to Revolving Loans or DDTL Loans as expressly provided for in Section 2.05(f) and Section 2.06(f) , as applicable), in each case, when and as the same shall become due and payable, whether at the due date thereof or, in the case of payments of principal due at a date fixed for prepayment thereof, at a date fixed for prepayment thereof, or otherwise; or (ii) (A) any interest on any Loan or any fee payable under this Agreement or under any other Financing Document when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days, or (B) any other amount (other than an amount referred to in clause (i) or (ii)(A) of this Section 7.01(a) ) payable under this Agreement or under any other Financing 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

(b) Misrepresentation . Any representation or warranty made by any Loan Party in this Agreement or any other Financing Document, or in any certificate or other document furnished to any Secured Party by or on behalf of any Loan Party in accordance with the terms hereof and thereof, shall prove to have been false or misleading in any material respect as of the time made or deemed made; provided that with respect to any such representation or warranty made on the Closing Date (other than any Specified Representation), such misrepresentation or such false statement shall not constitute an Event of Default if the facts or conditions giving rise to such misstatement are cured in such a manner as to eliminate such misstatement within thirty (30) days after the earlier of the Administrative Agent giving written notice thereof to the Loan Party and such Loan Party having obtained knowledge thereof; or

(c) Covenants . (i) Any Borrower shall fail to observe or perform any covenant or agreement contained in (A) clause (a)(i) of Section 5.01 (with respect to the legal existence of such Borrower), clause (i) of Section 5.10(a) and Section 5.11 , or (B) Article VI ; or (ii) any Loan Party shall fail to observe or perform any other covenant, condition or agreement set forth under this Agreement or the other Financing Documents (other than the covenants set forth in sub-clause (i) above), and such failure shall continue unremedied for a period of thirty (30) days after the earlier of (A) written notice thereof from the Administrative Agent or any Lender and (B) such Loan Party having obtained knowledge thereof; provided that if such failure described in this clause (iii) is not capable of remedy within such 30-day period, such 30-day period shall be extended to a total period of ninety (90) days so long as (x) such failure is susceptible to cure, (y) such Loan Party commences and is diligently pursuing a cure and (z) if such failure has had or could reasonably be expected to have a Material Adverse Effect, such extension of time could not be reasonably expected to result in an additional Material Adverse Effect or materially exacerbate the existing Material Adverse Effect; or

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(d) Indebtedness . (i) Any Loan Party shall fail to make any payment (whether of principal of, interest on, premium, make-whole amount or other amount, regardless of amount) in respect of any Indebtedness of such Person (other than Indebtedness under the Financing Documents) that is outstanding in an aggregate principal amount (or notional principal amount) of at least $1,000,000 beyond any period of grace with respect thereto, or (ii) any Loan Party is in default in the performance of or compliance with any term of any evidence of Indebtedness of such Person in an aggregate outstanding principal amount (or notional principal amount) of at least $1,000,000, and as a consequence of such default such Indebtedness has become, or has been declared, due and payable (whether by redemption, purchase, offer to purchase or otherwise), before its stated maturity; or

(e) Involuntary Proceeding . An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) liquidation, reorganization or other relief in respect of any Loan Party or its debts, or of a substantial part of its assets, under any Debtor Relief Law or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for a period of ninety (90) or more days or an order or decree approving or ordering any of the foregoing shall be entered; or

(f) Voluntary Proceeding . Any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief Law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (e) of this Section 7.01 , (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit of creditors; or

(g) Inability to Pay Debts when Due . Any Loan Party shall admit in writing its inability or fail generally to pay its debts as they become due; or

(h) Judgments . Any final non-appealable judgment or order of a court or other tribunal of competent jurisdiction (i) for the payment of money in excess of $1,000,000 in the aggregate shall be rendered against a Loan Party or (ii) providing non-monetary relief that has had or would reasonably be expected to have a Material Adverse Effect, unless, in each case, such judgment (A) has been discharged, reserved, bonded, insured (or subject to other security reasonably acceptable to the Administrative Agent), dismissed or stayed within sixty (60) days of the date of entry of any such judgment or (B) (1) the Seller has acknowledged in writing its obligation to indemnify the applicable Borrower in respect of such judgment pursuant to the Purchase Agreement and (2) no cap on such obligation under the Purchase Agreement shall limit such obligation; or

(i) Liens . Any Security Document ceases to provide (to the extent permitted by Applicable Law and to the extent required by the Financing Documents and other than as a result of actions or failure to act by the Collateral Agent, the Administrative Agent or any Lender) a first priority (subject to Permitted Encumbrances entitled to priority under Applicable Law) perfected Lien on the assets (other than any immaterial portion thereof) purported to be covered thereby in

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favor of the Collateral Agent, free and clear of all other Liens (other than Permitted Encumbrances); or

(j) LTV Ratio . The LTV Ratio equals or exceeds ninety percent (90%) for more than 15 consecutive days; or

(k) ERISA . If an ERISA Event occurs which, either individually or in the aggregate, has resulted or would reasonably be expected to result in a Material Adverse Effect; or

(l) Change of Control . Any Change of Control shall occur; or

(m) Financing Documents . Any material provision of any Financing Document (i) is declared in a final non-appealable judgment by a court of competent jurisdiction to be illegal or unenforceable, (ii) ceases to be valid and binding or in full force and effect (in each case, except in accordance with its terms and not related to any Default thereunder) or (iii) is terminated or repudiated in writing by any Loan Party.

Section 7.02 Remedies . Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request of the Required Lenders (without giving effect to any requirement that the Required Lenders include two or more unaffiliated Lenders), take any or all of the following actions, at the same or different times: (i) terminate the Commitments in whole or in part, and thereupon the Commitments shall terminate immediately, (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 Borrowers accrued hereunder, shall become due and payable immediately, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; provided that in case of any Event of Default with respect to any Borrower described in clause (e) or (f) of Section 7.01 , 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 Borrowers, shall automatically become due and payable, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower, (iii) direct the Collateral Agent, in accordance with the Security Documents, to exercise the rights and remedies available to the Secured Parties under and in accordance with the provisions of the Financing Documents and Applicable Law, (iv) exercise any and all rights and remedies of each Borrower with respect to any Loan Asset or Underlying Credit Documents, and (v) apply or execute upon any amounts on deposit in any Collateral Account or any other moneys of the Borrowers on deposit with the Collateral Agent or any Lender in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral. Upon the occurrence and during the continuance of any Event of Default, in addition to the exercise of remedies set forth above, each Secured Party shall be entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable Law. Notwithstanding the foregoing, each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Financing Documents

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(including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other Property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of the previous sentence is for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Section 7.03 Cash Collateralize L/C Exposure . After any Event of Default has occurred and is continuing and so long as any Letter of Credit shall remain outstanding, (x) the Administrative Agent may require that the Borrowers Cash Collateralize the outstanding amount of the Letter of Credit Exposure of any Class of Letter of Credit as of such date plus any accrued and unpaid interest thereon in an amount equal to 102.5% of the amount thereof; provided that in the event of an Event of Default described in clause (e) or (f) of Section 7.01 with respect to the any Borrower, the Administrative Agent shall be deemed to have demanded such Cash Collateral upon the occurrence of such Event of Default without further act of the Administrative Agent, the Collateral Agent, the Lenders or any other Person and (y) any amounts received by the Administrative Agent in respect of the Class of Letter of Credit Exposure pursuant to Section 7.02 may be held as Cash Collateral for the obligation of the Borrowers to reimburse the Issuing Lenders of such Class in the event of any drawing under any such Letter of Credit (and each Borrower hereby grants to the Administrative Agent a security interest in such Cash Collateral). In the event any Letter of Credit in respect of which any Borrower has deposited Cash Collateral with the Administrative Agent is canceled or expires, the Cash Collateral shall be applied (i) first to the reimbursement of the Issuing Lenders of such Class of Letter of Credit (or all of the applicable Lenders, as the case may be of such Class) for any Letter of Credit Disbursements thereunder, and (ii) second to the payment of any outstanding Obligations of the Borrowers hereunder or under any other Financing Document.

ARTICLE VIII.

THE AGENTS

Section 8.01 Appointment . Each of the Lenders and each of the Issuing Lenders hereby irrevocably appoints the Collateral Agent (in accordance with the terms of the Security Agreement) and the Depositary Bank (in accordance with the terms of the Depositary Agreement), and each of the Lenders and each of the Issuing Lenders hereby irrevocably appoints the Administrative Agent to act on its behalf as its agent hereunder and under the other Financing Documents and authorizes each Agent in such capacity to take such actions on its behalf and to exercise such powers as are delegated to it by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

Section 8.02 Other Business . The Administrative Agent 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 Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Loan Party or any Affiliate thereof as if it were not the Administrative Agent hereunder.

Section 8.03 Duties and Obligations . The Administrative Agent shall promptly notify the Lenders, Issuing Lenders and other Agents of the occurrence of any Default or Event of Default

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after receiving written notification of such Default or Event of Default from any Borrower. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Financing Documents. 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 or Event of 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 or by the other Financing Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Financing Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party 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 in the absence of its own gross negligence or willful misconduct as proven in a non‑appealable judgment by a court of competent jurisdiction. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by any Loan Party 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 or any other Financing Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Financing Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 8.04 Reliance . 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 Loan Parties), 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. The Administrative Agent at any time may solicit written confirmatory instructions from the Required Lenders as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its rights or obligations under this Agreement or the Financing Documents.

Section 8.05 Sub-Agents . The Administrative Agent may perform any and all of 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 of 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

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respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

Section 8.06 Resignation . The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrowers, no later than 30 days prior to the effective date of such resignation. Upon any such resignation, the Required Lenders shall have the right, with, unless an Event of Default has occurred and is continuing, the consent of the Borrowers (such consent not to be unreasonably withheld, delayed or conditioned), to appoint a successor, which shall be a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and surplus that is not less than $500,000,000. If no successor shall have been so appointed by the Required Lenders and, unless an Event of Default has occurred and is continuing, so approved by the Borrowers and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent, which shall be a Lender with an office in New York, New York, an Affiliate of a Lender or, subject to the consent of the Borrowers (such consent not to be unreasonably withheld, delayed or conditioned) unless an Event of Default has occurred and is continuing, a financial institution with an office in New York, New York having a combined capital and surplus that is not less than $500,000,000. If the Administrative Agent is a Defaulting Lender, the Required Lenders or the Borrowers may, to the extent permitted by Applicable Law, by notice in writing to the Administrative Agent, the Required Lenders and the Borrower, as applicable, remove the Administrative Agent and, upon any such removal the Required Lenders shall have the right, with, unless an Event of Default has occurred and is continuing, the consent of the Borrowers (such consent not to be unreasonably withheld, delayed or conditioned), to appoint a successor, which shall be a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and surplus that is not less than $500,000,000. If no such successor shall have been so appointed by the Required Lenders and, unless an Event of Default has occurred and is continuing, shall have been so approved by the Borrowers and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date ”), then the Administrative Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having a combined capital and surplus of at least $500,000,000 and, unless an Event of Default has occurred and is continuing, shall have been approved by the Borrowers (such consent not to be unreasonably withheld, delayed or conditioned), and thereafter such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 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 retired) or removed Administrative Agent and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph), other than its obligations under Section 10.11 . The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article VIII and Section 10.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Notwithstanding

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anything to the contrary herein, no Disqualified Institution may be appointed as a successor Administrative Agent.

Section 8.07 Lender Acknowledgments . Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Coordinating Lead Arranger 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. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Coordinating Lead Arranger or any other Lender and based on such documents and information 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 other Financing Document or any related agreement or any document furnished hereunder or thereunder.

Section 8.08 Withholding Taxes . To the extent required by any Applicable Law, the Administrative Agent may withhold from any payment to any Issuing Lender or Lender an amount equivalent to any U.S. federal withholding Tax. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold U.S. federal withholding Tax from amounts paid to or for the account of any Issuing Lender or Lender because the appropriate form was not delivered or was not properly executed or because such Issuing Lender or Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, U.S. federal withholding Tax ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made to an Issuing Lender or Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Issuing Lender or Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

Section 8.09 Authorization . The Administrative Agent, the Collateral Agent and the Depositary Bank are each hereby authorized to execute, deliver and perform each of the Financing Documents to which the Administrative Agent, the Collateral Agent or the Depositary Bank, as the case may be, is a party.

Section 8.10 Direction to Collateral Agent and Depositary Bank . The Lenders hereby direct MUFG Union Bank, N.A., as Collateral Agent and as Depositary Bank, as applicable, to enter into all of the Security Documents and any other Financing Documents to which it is a party, in such respective capacities, as applicable.

Section 8.11 Coordinating Lead Arranger . Anything herein to the contrary notwithstanding, none of the Agents or the Coordinating Lead Arranger listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Financing Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, the Depositary Bank, Lender or Issuing Lender hereunder or thereunder.

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ARTICLE IX.

GUARANTY

Section 9.01 Guaranty .

(a) The Pledgor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each Borrower now or hereafter existing under or in respect of the Financing Documents (including any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “ Guaranteed Obligations ”), and agrees to pay any and all expenses (including fees and expenses of counsel for the Secured Parties in each applicable jurisdiction ( provided , that, in the event of a conflict of interest between any Agent and any Secured Party with respect to such local counsel (as determined by any Agent or Secured Party in good faith), the Agents on the one hand and such other Secured Parties on the other shall each be entitled to separate local legal counsel)) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty or any other Financing Document to the extent the Borrowers would be required to do so under Section 10.03 . Without limiting the generality of the foregoing, the Pledgor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Borrower to any Secured Party under or in respect of the Financing Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Borrower.

(b) The Pledgor, and by its acceptance of this Guaranty, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of the Pledgor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of the Pledgor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Pledgor hereby irrevocably agree that the Obligations of the Pledgor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the Pledgor under this Guaranty not constituting a fraudulent transfer or conveyance.

Section 9.02 Guaranty Absolute . The Pledgor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Financing Documents, and will not be affected by any circumstances that constitute a legal or equitable discharge of a guarantor or surety, other than the payment of the applicable Guaranteed Obligations. The Obligations of the Pledgor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any Borrower under or in respect of the Financing Documents, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or the Pledgor or whether any Borrower or the Pledgor is joined in any such action or actions. The liability of the Pledgor under this Guaranty shall be irrevocable, absolute and unconditional

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irrespective of, and the Pledgor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Financing Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any Borrower under or in respect of the Financing Documents, or any other amendment or waiver of or any consent to departure from any Financing Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or otherwise;

(c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Borrower under the Financing Documents or any other Property of any Borrower;

(e) any change, restructuring or termination of the corporate structure or existence of any Borrower;

(f) any failure of any Secured Party to disclose to any Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to such Secured Party (the Pledgor waiving any duty on the part of the Secured Parties to disclose such information);

(g) the failure of any other Person to execute or deliver this Agreement or any other guaranty or agreement or the release or reduction of liability of the Pledgor or other guarantor or surety with respect to the Guaranteed Obligations; or

(h) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety (other than the defense of payment of the applicable amounts).

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Section 9.03 Waivers and Acknowledgments .

(a) The Pledgor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default,

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acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any Collateral.

(b) The Pledgor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

(c) The Pledgor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Pledgor or other rights of the Pledgor to proceed against any Borrower, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the Pledgor hereunder.

(d) The Pledgor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to the Pledgor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known by such Secured Party.

(e) The Pledgor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Financing Documents and that the waivers set forth in Section 9.02 and this Section 9.03 are knowingly made in contemplation of such benefits.

Section 9.04 Subrogation . The Pledgor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Borrower or any other guarantor that arise from the existence, payment, performance or enforcement of the Pledgor’s Obligations under or in respect of this Guaranty or any other Financing Document, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against any Borrower or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Borrower or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than contingent indemnification obligations with respect to which no claims are outstanding) shall have been paid in full in cash, and the Commitments shall have expired or been terminated. If any amount shall be paid to the Pledgor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than contingent indemnification obligations with respect to which no claims are outstanding), such amount shall be received and held in trust for the benefit of the Secured Parties, and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or

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unmatured, in accordance with the terms of the Financing Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) the Pledgor shall make payment to any Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than contingent indemnification obligations with respect to which no claims are outstanding) shall have been paid in full in cash and (iii) the Termination Date shall have occurred, the Secured Parties will, at the Pledgor’s request and expense, execute and deliver to the Pledgor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Pledgor of an interest in the Guaranteed Obligations resulting from such payment made by the Pledgor pursuant to this Guaranty.

Section 9.05 Subordination . The Pledgor hereby subordinates any and all debts, liabilities and other Obligations owed to the Pledgor by any Borrower (the “ Subordinated Obligations ”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 9.05 :

(a) Prohibited Payments, Etc. The Pledgor may receive regularly scheduled payments from any Borrower on account of the Subordinated Obligations; provided that, from and after the occurrence during the continuance of any Event of Default, the Pledgor shall not demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(b) Prior Payment of Guaranteed Obligations . In any proceeding under any Debtor Relief Law relating to any Borrower, the Pledgor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Debtor Relief Law, whether or not constituting an allowed claim in such proceeding (“ Post-Petition Interest ”)) before the Pledgor receives payment of any Subordinated Obligations.

(c) Turn-Over . After the occurrence and during the continuance of any Event of Default, the Pledgor shall, if the Collateral Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured Parties and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post-Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of the Pledgor under the other provisions of this Guaranty.

(d) Collateral Agent Authorization . After the occurrence and during the continuance of an Event of Default, the Collateral Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of the Pledgor, to collect and enforce, and to submit claims in respect of, the Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post-Petition Interest), and (ii) to require the Pledgor (A) to collect and enforce, and to submit claims in respect of, the Subordinated Obligations and (B) to pay any amounts received on such obligations to the Administrative Agent for application to the Guaranteed Obligations (including any and all Post-Petition Interest).

Section 9.06 Continuing Guaranty . This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the Termination Date, (ii) be binding upon the Pledgor, its

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successors and assigns and (iii) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns.

ARTICLE X.

MISCELLANEOUS

Section 10.01 Notices . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (g) 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 facsimile or via electronic mail in accordance with clause (g) below as follows:

(a) Borrowers:

SPT Infrastructure Finance Sub-1, LLC

SPT Infrastructure Finance Sub-2, Ltd.

SPT Infrastructure Finance Sub-3, LLC

591 West Putnam Avenue

Greenwich, CT 06830

Attention: Andrew Sossen

Telephone: 203-422-8191

Email: asossen@starwood.com

With a copy to:

Sidley Austin LLP

787 7 th Avenue

New York, NY 10019

Attention: Ram Burshtine, Esq.

Telephone: (212) 839-5778

Email: rburshtine@sidley.com

(b) If to any Issuing Lender, as notified by such Issuing Lender to the Administrative Agent and the Loan Parties.

(d) Administrative Agent:

MUFG Bank, Ltd.

1221 Avenue of the Americas, 6th Floor

New York, NY 10020

Attention: Lawrence Blat

Telephone: (212) 405-6621

Email: Lawrence.blat@mufgsecurities.com

and AgencyDesk@us.sc.mufg.jp

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With copies to (for operational notices):

lodagencyservices@us.mufg.jp

(e) Collateral Agent:

MUFG Union Bank, N.A.

1251 Avenue of the Americas, 19th Floor

New York, New York 10020

Attention: Corporate Trust Department

Telephone: (646) 452-2007

Facsimile: (646) 452-2000/2001

E-Mail: CTNY1@unionbank.com,

Rafael.Miranda@unionbank.com

(f) Notices delivered 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 communications, to the extent provided in paragraph (g) below, shall be effective as provided in said paragraph (g).

(g) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by the Administrative Agent or the Borrowers, as applicable; provided that approval of such procedures may be limited to particular notices or communications. In no event shall the Administrative Agent have any liability to any Borrower, any Lender, any Issuing Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Administrative Agent’s transmission of materials and/or information through the Internet, any intranet website or any other form of electronic communication, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; provided , however , that in no event shall the Administrative Agent have any liability to any Borrower, any Lender, any Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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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.

(h) Change of Address, etc. Any party hereto may change its address, email address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(i) Communications . Each Borrower, each Lender and each Issuing Lender hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, all such communications being referred to herein collectively as the “ Communications ”, by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to agencydesk@us.mufg.jp and such other email address provided by the Administrative Agent. In addition, each such party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement, but only to the extent requested by the Administrative Agent. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of this Agreement.

(j) Platform . For purposes herein, the “Platform” shall mean Debt Domain, Intralinks or a substantially similar electronic transmission system. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO ANY BORROWER, ANY LENDER, ANY ISSUING LENDER 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 BORROWERS’, LENDERS’, ISSUING LENDER’S OR THE AGENTS’ TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED

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PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(k) E-mail Delivery . The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Financing Documents. Each Lender and Issuing Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender or Issuing Lender for purposes of the Financing Documents, provided that no Lender shall be required to make any additional undertaking in order to access postings on the Platform. Each Lender and Issuing Lender agrees (i) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s or Issuing Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender or Issuing Lender to give any notice or other communication pursuant to any Financing Document in any other manner specified in such Financing Document.

Section 10.02 Waivers; Amendments .

(a) No Deemed Waivers; Remedies Cumulative . No delay or omission to exercise any right, power or remedy accruing to Administrative Agent, the Issuing Lenders or the Lenders upon the occurrence of any Event of Default or Default or any breach or default of any Borrower under this Agreement or any other Financing Document shall impair any such right, power or remedy of Administrative Agent, the Issuing Lenders or the Lenders, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single Event of Default, Default or other breach or default be deemed a waiver of any other Event of Default, Default or other breach or default theretofore or thereafter occurring. Any waiver, indulgence, permit, consent or approval of any kind or character on the part of Administrative Agent, the Issuing Lenders and/or the Lenders of any Event of Default, Default or other breach or default under this Agreement or any other Financing Document, or any waiver on the part of Administrative Agent, the Issuing Lenders and/or the Lenders of any provision or condition of this Agreement or any other Financing Document, must be in a writing expressly referencing this Agreement and shall be effective only to the extent in such writing specifically set forth. All remedies, either under this Agreement or any other Financing Document or by law or otherwise afforded to Administrative Agent, the Issuing Lenders and the Lenders, shall be cumulative and not alternative.

(b) Amendments . Neither this Agreement nor any other Financing Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall in any way (i) increase any Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment shall not constitute an increase of any Commitment hereunder), (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon (other than as a result of any waiver of the applicability of the Default Rate), or reduce any

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fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan under Section 2.11(a) , or of 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 under Section 2.10(a) , without the written consent of each Lender directly and adversely affected thereby, (iv) change Section 2.20(c) or Section 2.20(d) without the consent of each Lender, (v) change any of the provisions of this Section 10.02(b) or the percentage in the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (vi) with respect to the Interest Period for any Eurodollar Loan, amend, waive or modify the requirement that such Loan be one, three or six months in duration without consent of each Lender affected thereby, subject to any other adjustments permitted by the definition of “Interest Period”, (vii) release all or substantially all of the Collateral or release any Loan Party from its obligations under the Financing Documents without the written consent of each Lender (except to the extent specifically provided therefor in the Financing Documents) or (viii) modify Section 2.05(d) or Section 2.06(d) without the written consent of each Revolving Lender or DDTL Lender, as applicable; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent or any Issuing Lender hereunder without the prior written consent of such Agent or such Issuing Lender, as the case may be. Notwithstanding anything herein to the contrary, (w) each of the Fee Letter and, to the extent not expressly provided herein, the Letter of Credit Documents may be waived, amended or modified by the parties thereto without the consent of any other Person, (x) the amendments contemplated by Section 2.15(b) may be effected as set forth in such Section 2.15(b) , (y) any condition set forth in Section 4.01 may be waived by the Administrative Agent and the Coordinating Lead Arranger without the consent of any Lender or Issuing Lender and (z) the Loan Parties and the Agents may (but shall not be obligated to) amend or supplement any Financing Document without the consent of any Lender or any Issuing Lender (1) to cure any ambiguity, mistake, defect, inconsistency, obvious error or any error or omission of a technical nature, which, in each case, is not adverse to the Lenders, (2) to make any change that would provide any additional rights or benefits to the Lenders, (3) to make, complete or confirm any grant of Collateral permitted or required by any of the Security Documents, including any release of any Collateral that is otherwise permitted under the terms of this Agreement and the Security Documents, (4) to revise any schedule to reflect any change in notice information, (5) to revise the account numbers for each of the Collateral Accounts as may be necessary to reflect the replacement of the Collateral Agent or the Depositary Bank or as may be required by internal procedures of the Collateral Agent or the Depositary Bank, and (6) to revise the name of the Collateral Agent on any UCC financing statement or other Security Document as may be necessary to reflect the replacement of the Collateral Agent. Any such amendment, modification, supplement, waiver or consent that is set forth in a writing signed by the Administrative Agent and the Borrowers shall be binding on the Borrowers, the Agents and the Lenders and where any Financing Document expressly provides that the Administrative Agent or any other Agent may waive, amend, modify or supplement such Financing Document or any provision thereof, or consent to any act or action of a Loan Party, the Administrative Agent or such other Agent may do so without the further consent of the Lenders and any such waiver, amendment, modification, supplement or consent that is set forth in a writing signed by the Administrative Agent or such other Agent, as applicable, shall be binding on the Agents and the Lenders.

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Each Lender shall be bound by any waiver, amendment, modification, supplement or consent authorized in accordance with this Section 10.02 regardless of whether its Note shall have been marked to make reference thereto, and any waiver, amendment, modification, supplement or consent authorized in accordance with this Section 10.02 shall bind any Person subsequently acquiring a Note from such Lender, whether or not such note shall have been so marked. Any agreement or agreements that the Administrative Agent executes and delivers to waive, amend, modify, supplement or provide consent with respect to any Financing Document in accordance with this Section 10.02 shall be binding on the Lenders and each of the Agents without the further consent of the Lenders or the other Agents.

Notwithstanding anything herein to the contrary, no waiver, amendment, modification, supplement or consent of or under this Agreement or the other Financing Documents shall amend or modify the rights (including the payment of fees to) or duties of an Agent hereunder or under the other Financing Documents without the prior written consent of such Agent.

Section 10.03 Expenses; Indemnity; Etc.

(a) Costs and Expenses . The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by any Agent and its Affiliates (but limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of one primary counsel for the Coordinating Lead Arranger and the Agents, collectively, if different, one primary counsel for the Depositary Bank and, if necessary, one additional counsel for the Coordinating Lead Arranger and the Agents, collectively, in each relevant material jurisdiction), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Financing Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (including in connection with the occurrence of the Closing Date), whether or not the transactions contemplated hereby or thereby shall be consummated, provided , however , that the Borrowers shall only be required to reimburse (x) so long as no Event of Default has occurred and is continuing, expenses relating to any advisors or experts (other than legal counsel subject to the limitations set forth above) retained with the Borrowers’ consent (not to be unreasonably withheld, conditioned or delayed) and (y) expenses relating to syndication (other than legal counsel subject to the limitations set forth above) not to exceed $25,000, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the Issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by any Agent, any Issuing Lender or any Lender (but limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of one primary counsel for (1) each Agent and its Affiliates, collectively, and (2) the other Lenders, collectively, and, if necessary, one additional counsel for each such Agent and its Affiliates, collectively, and the other Lenders, collectively, in each relevant material jurisdiction and, solely in the case of any actual or perceived conflict of interest, one additional set of counsel for each group of similarly situated Persons), in connection with the enforcement of its rights (A) in connection with this Agreement and the other Financing Documents, including its rights under Section 10.03(b) , or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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(b) Indemnification by the Borrowers . Each Borrower shall indemnify each Agent (and any sub-agent thereof), each Lender, each Issuing Lender, the Coordinating Lead Arranger 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 fees, charges and disbursements of any counsel for any Indemnitee) of whatever kind or nature, whether or not well founded, meritorious or unmeritorious, demanded, asserted or claimed against any such Indemnitee (collectively, “ Claims ”) by any Person (including the Borrowers) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Financing Documents or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including the Transactions), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender 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), (iii) any violation, or alleged violation, of any Environmental Law or any and all Environmental Claims, including Claims arising in connection with the Release or presence of, or exposure to, any Hazardous Substances, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are 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 any of its Related Parties ( provided that, in the case of any agents or advisors, only to the extent acting at the instruction of such Indemnitee ), (y) result from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Financing Document, if such Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) except with respect to any claim against the Administrative Agent, resulting from any Claim between Indemnitees. This Section 10.03(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) Indemnification by Lenders . To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under Section 10.03(a) or Section 10.03(b) to be paid by it to any Agent (or any sub-agent thereof), any Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Agent (or any such sub-agent), the Issuing Lenders or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)); 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 Agent (or any such sub-agent) or any Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent) or any Issuing Lender in connection with such capacity.

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(d) Settlements . Each Borrower agrees that, without each Indemnitee’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought by or on behalf of such Indemnitee under this Section 10.03 (whether or not any Indemnitee is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of such Indemnitee from all liability arising out of such claim, action or proceeding. In the event that an Indemnitee is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any Affiliate thereof in which such Indemnitee is not named as a defendant, each Borrower agrees to reimburse such Indemnitee for all reasonable and documented expenses incurred by it in connection with such Indemnitee’s appearing and preparing to appear as such a witness, including the reasonable and documented fees and disbursements of its legal counsel. In the case of any claim brought against an Indemnitee for which any Borrower may be responsible under this Section 10.03 , the Agents, Issuing Lenders and Lenders agree to execute such instruments and documents and cooperate as reasonably requested by any Borrower in connection with such Borrower’s defense, settlement or compromise of such claim, action or proceeding.

(e) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Borrower shall assert, none of the Administrative Agent, any Lender or any Issuing Lender shall assert, and each hereby waives, any claim against any other party hereto or any other Indemnitee, 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, any other Financing Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided , that, if any Claim made by an Indemnitee under Section 10.03(a) includes any Claim from an unrelated third party on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) or as a result of, this Agreement, any other Financing Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof, then such Claim of such unrelated third party shall be covered by the indemnity set forth in Section 10.03(a) . No party hereto or other Indemnitee referred to Section 10.03(a) 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 Financing Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Person determined by a final judgment of a court of competent jurisdiction.

(f) Payments . All amounts due under this Section shall be payable not later than the first Payment Date occurring at least five (5) Business Days after demand therefor and shall bear interest at the Default Rate.

Section 10.04 Successors and Assigns .

(a) Assignments Generally . 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, except that (i) no Loan Party shall assign or otherwise transfer any of its rights or

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obligations hereunder (including with respect to the Pledgor, the Guaranty) without the prior written consent of each Lender and the Administrative Agent (and any attempted assignment or transfer by any Loan Party without such consent shall be null and void), (ii) no assignments shall be made to a Defaulting Lender, and (iii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.04 . 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 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender or Issuing Lender may assign to one or more Persons, subject to Section 10.04(i) , all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments, Issuing Commitments and the Loans at the time owing to it); provided that:

(i) except in the case of an assignment to a Lender or an Affiliate or Approved Fund of a Lender, the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed);

(ii) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s) or Loans of any Class, the amount of the Commitment(s) and 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 not be less than A$1,000,000, C$1,000,000, $1,000,000, €1,000,000 or £1,000,000, as applicable, unless the Administrative Agent and ( provided that no Event of Default has occurred or is continuing) the Borrowers otherwise consent;

(iii) except in the case of an assignment to a Lender or an Affiliate or Approved Fund of a Lender, the Borrowers’ prior written consent to the assignment shall be required (which consent shall not be unreasonably withheld, delayed or conditioned and, in any case, shall be automatically deemed to be granted if no response is received from the Borrowers within five (5) Business Days after the Borrowers’ receipt of all information requested by the Borrowers in connection with such assignment ( provided that, the Borrowers shall request any such information within five (5) Business Days of notification of the proposed assignment by the applicable Lender));

(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption and a processing and recordation fee of $3,500;

(v) in the case of an assignment of any Revolving Commitment or DDTL Commitment, the consent of the applicable Issuing Lender shall be required;

(vi) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

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(vii) the assignee shall have made at the time of such assignment or acquisition the representations set forth in Annex II to Exhibit A.

provided further that, any consent of the Borrowers otherwise required under this paragraph shall not be required if any Event of Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section 10.04 , 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 Section 2.17 , Section 2.18 , Section 2.19 and Section 10.03 ). To the extent any assignment or transfer increases the Borrowers’ obligation to pay costs, Taxes or indemnities pursuant to Section 2.17 , Section 2.19 or Section 10.03 , the Borrowers’ liability to pay such costs, Taxes or indemnities shall be limited to the amounts the Borrowers would have been liable if such assignment or transfer had not occurred. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall, subject to paragraphs (i) and (j) of this Section 10.04 , 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 (e) of this Section 10.04 .

(c) Maintenance of Register by the Administrative Agent . The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices in the United States) 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 Commitments of, and principal amount (and stated interest) of the Loans owing to, as well as the stated interest 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 Borrowers, the Administrative Agent, the Issuing Lenders 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 Borrowers at any reasonable time and from time to time upon reasonable prior notice.

(d) Effectiveness of Assignments . 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 10.04 and any written consent to such assignment required by paragraph (b) of this Section 10.04 , the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(e) Participations . Any Lender may, without the consent of any Borrower, the Administrative Agent or any Issuing Lender, sell participations to one or more banks or other Persons, subject to Section 10.04(i) , which makes, to such Lender, each of the representations and warranties set forth in Annex II of Exhibit A as if such Person were a Lender (a “ Participant ”) in

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all or a portion of such Lender’s rights and obligations under this Agreement and the other Financing Documents (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Financing Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) each Borrower, the Administrative Agent, each Issuing Lender 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 and the other Financing Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall include the representations and warranties set forth in Annex II of Exhibit A as if the applicable Participant were a Lender and provide that such Lender shall retain the sole right to enforce this Agreement and the other Financing Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Financing Document; provided further 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 10.02(b) that affects such Participant. Subject to paragraph (f) of this Section 10.04 , each Borrower agrees that each Participant shall be entitled to the benefits of Section 2.17 , Section 2.18 and Section 2.19 (subject to the requirements and limitations therein, including the requirements under Section 2.19(h) (it being understood that the documentation required under Section 2.19(h) 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 10.04 . Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 2.21(b) with respect to any Participant. Each Lender that grants a participation acting solely for this purpose as an agent of the Borrowers shall maintain a copy of the agreement or instrument pursuant to which a participation is sold and shall maintain a register on which it enters the name and address of each Participant and the principal and interest amount of each Participant’s interest in the Loans or other Obligations under the Financing Documents held by it (the “ Participant Register ”); provided , that, other than its obligation to provide certifications with respect to or copies of the agreement or instrument pursuant to which a participation is sold to the Borrowers pursuant to a request made by a Borrower in accordance with this Section 10.04(e) , no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (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 Financing Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other Obligation is in registered form under Section 5f.103-1(c) and Proposed Section 1.163-5(b) of the United States Treasury Regulations (or any amended or successor version). 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. Upon the written request of any Borrower, each Lender that has sold a participation shall certify to the Borrowers that it has received and retains a copy of the agreement or instrument pursuant to which each such participation was sold containing the representations and warranties of the applicable Participant described above, and shall upon the further request of any Borrower provide a copy thereof (redacted in a manner reasonably satisfactory to such Lender) to the Borrowers; provided that a Borrower may only so request such copies to the extent that it reasonably and in good faith believes that receipt of such a copy is necessary in order for a

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Borrower or any of its Affiliates to confirm it is exempt from registration under the Investment Company Act by virtue of the provisions of Section 3(c)(7) thereof. The Borrowers hereby agree to maintain the confidentiality of all information furnished to them pursuant to this paragraph, except that same may be disclosed (i) to the Sponsor and its and the Sponsor’s respective directors, officers, employees, accountants and advisors (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 the disclosing Person shall be responsible for its Affiliates’ and Related Parties’ compliance with this Section 10.04(e) ), (ii) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process (in which case the Borrowers shall (A) to the extent permitted by Applicable Law and reasonably practicable, inform the applicable Lender promptly in advance thereof and (B) use commercially reasonable efforts to ensure that any such information disclosed is afforded confidential treatment) and (iii) with the written consent of the Lender that disclosed such information.

(f) Limitations on Rights of Participants . Each Participant shall (i) not be entitled to receive any greater payment under Section 2.17 , Section 2.18 and Section 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent and (ii) agrees to be subject to the provisions of Section 2.21 as if it were an assignee under paragraph (b) of this Section.

(g) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under the Financing Documents, subject to Section 10.04(i) , to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank or other central bank (whether in the United States or any other jurisdiction), and this Section 10.04 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.

(h) No Assignments to Affiliates . Anything in this Section 10.04 to the contrary notwithstanding, no Lender may assign any interest in any Loan held by it hereunder or sell any participations to any Loan Party or any Affiliate of any Loan Party or any Affiliate of any thereof without the prior written consent of each other Lender.

(i) Disqualified Institutions .

(i) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “ Trade Date ”) on which the assigning Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrowers have consented to such assignment or participation in writing in their sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), (x) such assignee or participant shall not retroactively be disqualified from becoming a Lender or a

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Participant and (y) the execution by the Borrowers of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Institution. Any assignment in violation of this Section 10.04(i)(i) shall not be void, but the other provisions of this Section 10.04(i) shall apply.

(ii) If any assignment or participation is made to any Disqualified Institution without the Borrowers’ prior written consent in violation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrowers may, at their sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate any Commitment of such Disqualified Institution and repay all obligations of the Borrowers owing to such Disqualified Institution in connection with such Commitment, (B) in the case of outstanding Loans held by Disqualified Institutions, purchase or prepay such Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and/or (C) require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.04 ), all of its interest, rights and obligations under this Agreement to one or more Persons (other than to any other Disqualified Institution) at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations of such Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.

(iii) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrowers, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Financing Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any bankruptcy or similar Applicable Laws, each Disqualified Institution party hereto hereby agrees (1) not to vote on such plan of reorganization or plan of liquidation pursuant to any bankruptcy or similar Applicable Laws, (2) if such Disqualified Institution does vote on such plan of reorganization or plan of liquidation pursuant to any bankruptcy or similar Applicable Laws notwithstanding the restriction in the foregoing sub-clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1226(e) of the Bankruptcy Code (or any similar provision in any other plan of reorganization or plan of liquidation pursuant to any other bankruptcy or similar Applicable Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such plan of reorganization or plan of liquidation pursuant to any bankruptcy or similar

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Applicable Law in accordance with Section 1226(c) of the Bankruptcy Code (or any similar provision in any other bankruptcy or similar Applicable Laws) and (3) not to contest any request by any party for a determination by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing sub-clause (2).

(j) Transfers to Non-Qualified Purchasers . Notwithstanding anything herein to the contrary, in no event may any Loan or any interest therein be assigned to or otherwise acquired by (whether by assignment or participation or through a swap or other derivative transaction) any Person that is not a Qualified Purchaser and which does not make, at the time of such assignment or acquisition the representations set forth in Annex II to Exhibit A .

Section 10.05 Survival . All covenants, agreements, representations and warranties made by any 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 shall continue in full force and effect until the Termination Date. The provisions of Section 2.17 , Section 2.18 , Section 2.19 , Section 10.03 and Section 10.14 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 expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

Section 10.06 Counterparts; Integration; Effectiveness .

(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 the other Financing Documents, and any separate letter agreements with respect to fees payable to the Agents, 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. Delivery of an executed counterpart of a signature page to this Agreement by electronic delivery (including “pdf”) shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature 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.

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Section 10.07 Severability . In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision.

Section 10.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Lender and any Affiliate thereof is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, the Issuing Lenders or any such Affiliate, to or for the credit or the account of any Borrower against any and all of the Obligations of the Borrowers due and payable under this Agreement or any other Financing Document to such Lender, the Issuing Lenders or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lenders or Affiliate shall have made any demand under this Agreement or any other Financing Document and although such obligations of the Borrowers are owed to a branch, office or Affiliate of such Lender or Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; 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 2.23 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, the Issuing Lenders, 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. The rights of each Lender and Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Lender or any Affiliates may have. Each Lender and Issuing Lender agrees to notify the Borrowers 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.

Section 10.09 Governing Law; Jurisdiction; Etc.

(a) Governing Law . This Agreement and the other Financing Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Financing Document (except, as to any other Financing Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.

(b) Submission to Jurisdiction . Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against another party hereto or any Related Party of another party hereto in any way relating to this Agreement or any other Financing Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan, and any appellate

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court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court; provided that, any suit seeking enforcement against any Collateral or other property may be brought, at the Administrative Agent’s option, in the courts of any jurisdiction where such Collateral or other property may be found. Each of the parties hereto agrees that a final judgment in any such action, litigation 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.

(c) Waiver of Venue . Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Financing Document 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 Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY 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 ANY OTHER FINANCING DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 AND THE OTHER FINANCING DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 10.10 Headings . Paragraph headings and a table of contents have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

Section 10.11 Confidentiality . Each of the Agents, the Coordinating Lead Arranger, the Lenders and the Issuing Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties in connection with the Transactions and the administration of this Agreement and the other Financing Documents (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 the disclosing Person shall be responsible for its Affiliates’ and Related Parties’ compliance with this Section 10.11 ); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties, including any self-

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regulatory authority, such as the National Association of Insurance Commissioners (in which case such Person shall (i) except with respect to any audit or examination conducted by back accountants or governmental, regulatory or self-regulatory authority, to the extent permitted by Applicable Law and reasonably practicable, inform the Borrowers promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information disclosed is afforded confidential treatment); (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process (in which case such Person shall (i) to the extent permitted by Applicable Law and reasonably practicable, inform the Borrowers promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information disclosed is afforded confidential treatment); (d) to any other party hereto; (e) as is necessary in connection with the exercise of any remedies hereunder or under any other Financing Document or any action or proceeding relating to this Agreement or any other Financing Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement to comply with the provisions of this Section 10.11 , to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to any Borrower and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating the Borrowers or the Facilities, (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facilities, (iii) issuers or providers of credit risk protection or (iv) federal reserve banks and other central banks in connection with pledges permitted under Section 10.04(g) ; (h) with the consent of the Borrowers; or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to the Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates on a non-confidential basis from a source not known by such Person to be subject to any confidentiality obligations owing to the Sponsor, the Borrowers or any of their respective Affiliates.

For purposes of this Section, “ Information ” means all information received from or on behalf of the Sponsor, any Borrower or any of their respective Related Parties relating to any Borrower, any of its business, the Loan Assets or the Transactions other than any such information that is available to the Administrative Agent, any Lender or any Issuing Lender on a non-confidential basis prior to disclosure by such Borrower; provided that, in the case of information received from any Borrower after the Closing Date, such information shall be presumed to be confidential unless it is clearly identified at the time of delivery as non-confidential. 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.

The parties agree that notwithstanding anything else to the contrary herein, the Coordinating Lead Arranger may, subject to the Borrowers’ prior consent (not to be unreasonably withheld, delayed or conditioned), publicly announce the capacities in which it or its Affiliates have acted hereunder, including placing advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and circulate similar promotional material, after the Closing Date

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in the form of a “tombstone” or otherwise describing the names of the Sponsor, the Borrowers and their Affiliates and the closing of the Transactions.

Section 10.12 No Third Party Beneficiaries . This Agreement is for the sole benefit of the parties hereto, and their respective permitted successors and assigns permitted hereunder, and nothing in this Agreement, express or implied, is intended to confer upon on other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than (a) the Depositary Bank with respect to any and all provisions herein that are intended for the benefit of, grant any rights to or confer any privileges or entitlements upon the Depositary Bank and (b) Indemnitees with respect to any and all provisions herein that are intended for the benefit of, grant any rights to or confer any privileges or entitlements upon the Indemnitees).

Section 10.13 Patriot Act . Each of the Administrative Agent and the Collateral Agent hereby notifies the Loan Parties that, pursuant to the requirements of the PATRIOT Act, it, each Agent, each Issuing Lender and each Lender shall be required to obtain, verify and record information that identifies the Loan Parties and the Sponsor, which information includes, without limitation, the names and addresses and other information that will allow such Agent, Issuing Lender or Lender to identify the Loan Parties and the Sponsor in accordance with the requirements of the PATRIOT Act. Each Borrower shall promptly deliver information described in the immediately preceding sentence when requested by any Agent, any Issuing Lender or any Lender in writing pursuant to the requirements of the PATRIOT Act.

Section 10.14 Scope of Liability . Notwithstanding any other provision of the Financing Documents (but subject to the proviso below and the penultimate sentence of this Section 10.14 ), there shall be no recourse against the Sponsor or any of its Affiliates (except to the extent of such Persons’ liabilities under the Financing Documents), or the Affiliates, any present or future holders (direct or indirect) of equity interests in the Pledgor (including the Sponsor), or any shareholders, partners, members, managers, stockholders or other owners, officers, directors, employees, representatives, controlling Persons, executives or agents of any of them (each, a “ Non‑Recourse Person ”) for any liability to the Secured Parties arising in connection with any breach or default under this Agreement except to the extent the same is enforced against the Loan Parties and the Collateral and the rents, issues, profits, proceeds and products of the Collateral, and the Secured Parties shall look solely to the Loan Parties (but not to any Non-Recourse Person or to any distributions received by any Non-Recourse Person in accordance with the terms of this Agreement except as provided herein) and the Collateral and the rents, issues, profits, proceeds and products of the Collateral in enforcing rights and obligations under and in connection with the Financing Documents, provided that (a) the foregoing provisions of this Section 10.14 shall not constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, the Notes, any Security Document or other Financing Document (but without personal liability to the Non-Recourse Persons except as provided herein and therein), and the same shall continue until the Termination Date; (b) the foregoing provisions of this Section 10.14 shall not limit or restrict the right of the Administrative Agent and the Secured Parties to name any Loan Party or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement, any Security Document or any other Financing Document, or otherwise, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person out of any property, assets or funds other than the Collateral and

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the rents, issues, profits, proceeds or products of the Collateral, and any other property of the Loan Parties; and (c) the foregoing provisions of this Section 10.14 shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement made by any of the Non-Recourse Persons or any security granted by the Non‑Recourse Persons in support of the obligations of such Persons under any guarantee or as security for the obligations of the Loan Parties. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Section 10.14 shall be deemed to (a) limit or restrict any right or remedy of the Secured Parties (or any assignee or beneficiary thereof or successor thereto) with respect to any fraud, willful misconduct or gross negligence of a Loan Party and (i) each Loan Party shall remain fully liable to the extent that such Person would otherwise be liable for its own actions with respect to any fraud, willful misconduct or gross negligence and (ii) all of the other Persons described above (other than the Loan Parties) shall remain fully liable to the extent that such Person would otherwise be liable for its own actions with respect to any fraud, gross negligence or willful misconduct; or (b) limit in any respect the enforceability against the parties thereto of the Financing Documents in accordance with their respective terms.

Section 10.15 Limitation on Liability . NO CLAIM SHALL BE MADE BY ANY PARTY HERETO, OR ANY OF SUCH PARTY’S AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS AGAINST ANY OTHER PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT, DUTY IMPOSED BY LAW OR OTHERWISE), IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

Section 10.16 Use of Name . Other than with respect to normal and customary reporting requirements or pursuant to a customary non-disclosure agreement, no printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions “MUFG Bank, Ltd.” or “MUFG Union Bank, N.A.” by name or the rights, powers, or duties of the Administrative Agent, the Collateral Agent, the or the Coordinating Lead Arranger under this Agreement or the other Financing Documents shall be issued by any parties hereto, or on such party’s behalf, without the prior written consent of such Person.

Section 10.17 Reinstatement . The obligations of each Borrower under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Borrower in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Borrower agrees that it will indemnify each Secured Party on demand for all reasonable and documented costs and expenses (including fees of counsel) incurred by such Secured Party in connection with such rescission or restoration, including any such reasonable and documented costs and expenses incurred in defending against any claim

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alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.

Section 10.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Financing Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Financing Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(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;

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority;

in each case, to the extent that, at the time, the foregoing shall be the general policy or practice of such EEA Financial Institution with respect to similarly situated customers under comparable provisions of similar agreements; provided that nothing in this Section 10.18 shall require any EEA Financial Institution to disclose any confidential information related to similarly situated customers, comparable provisions of similar agreements or otherwise.

Section 10.19 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, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, 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;

144

(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, in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a 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 Collateral Agent and the Coordinating Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that the Administrative Agent, the Collateral Agent or the Coordinating Lead Arranger or any of their respective Affiliates is not 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 Financing Document or any documents related hereto or thereto).

[Remainder of page intentionally left blank]

145

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers or representatives as of the date first above written.


	SPT INFRASTRUCTURE FINANCE SUB-1, LLC as a Borrower

	By:	/s/ ANDREW J. SOSSEN
	Name:	Andrew J. Sossen
	Title:	Chief Operating Officer, Senior Vice President and Secretary


	SPT INFRASTRUCTURE FINANCE SUB-2, LTD. as a Borrower

	By:	/s/ ANDREW J. SOSSEN
	Name:	Andrew J. Sossen
	Title:	Chief Operating Officer, Senior Vice President and Secretary


	SPT INFRASTRUCTURE FINANCE SUB-3, LLC as a Borrower

	By:	/s/ ANDREW J. SOSSEN
	Name:	Andrew J. Sossen
	Title:	Chief Operating Officer, Senior Vice President and Secretary


	SPT INFRASTRUCTURE FINANCE HOLDINGS, LLC as the Pledgor

	By:	/s/ ANDREW J. SOSSEN
	Name:	Andrew J. Sossen
	Title:	Chief Operating Officer, Senior Vice President and Secretary


	MUFG BANK, LTD. as Administrative Agent, Issuing Lender and Lender

	By:	/s/ ELIZABETH WATERS
	Name:	Elizabeth Waters
	Title:	Managing Director


	MUFG UNION BANK, N.A. as Collateral Agent

	By:	/s/ RAFAEL E. MIRANDA
	Name:	Rafael E. Miranda
	Title:	Vice President

AP PENDIX A

Loan Asset Schedule


							Commitment (Local)
Index	Underlying Obligor	Assingment or Participation	Underlying Credit Facility	Loan Currency	Underlying Credit Facility Outstanding Principal Amount (Local)	Underlying Credit Facility Commitment including Funded and Unfunded (Local)	Term Loan	DDTL	Revolving
1	***	Assignment	Underlying Term Loan Facility	USD	24,800,542	24,800,542	19,741,888	--	--
1	***	Assignment	Underlying Term Loan Facility	USD	10,131,315	10,131,315	8,064,795	--	--
2	***	Assignment	Underlying Term Loan Facility	USD	15,655,491	15,655,491	12,462,186	--	--
3	***	Participation	Underlying Term Loan Facility	USD	3,957,738	3,957,738	3,150,464	--	--
4	***	Assignment	Underlying Term Loan Facility	USD	23,798,867	23,798,867	18,944,529	--	--
5	***	Assignment	Underlying Term Loan Facility	USD	32,024,893	32,024,893	25,492,663	--	--
6	***	Participation	Underlying Term Loan Facility	USD	16,808,385	16,808,385	13,379,920	--	--
7	***	Participation	Underlying Term Loan Facility	USD	35,405,836	35,405,836	28,183,983	--	--
8	***	Assingment	Underlying Term Loan Facility	USD	43,275,477	43,275,477	34,448,426	--	--
9	***	Participation	Underlying Term Loan Facility	USD	30,643,460	30,643,460	24,393,006	--	--
10	***	Assignment	Underlying Term Loan Facility	USD	10,450,682	10,450,682	8,319,020	--	--
11	***	Assignment	Underlying Term Loan Facility	USD	5,907,903	5,907,903	4,702,848	--	--
12	***	Assignment	Underlying Term Loan Facility	USD	41,011,355	41,011,355	32,646,125	--	--
12	***	Assignment	Underlying Letter of Credit Facility	USD	--	17,700,000	--	--	17,700,000
13	***	Assignment	Underlying Term Loan Facility	USD	1,259,534	1,259,534	1,002,623	--	--
14	***	Participation	Underlying Term Loan Facility	USD	66,227,678	66,227,678	52,718,986	--	--
14	***	Participation	Underlying Letter of Credit Facility	USD	--	18,666,667	--	--	18,666,667
14	***	Participation	Underlying Letter of Credit Facility	USD	--	3,534,336	--	--	3,534,336
14	***	Participation	Underlying Revolving Loan Facility	USD	--	3,333,333	--	--	3,333,333
15	***	Assignment	Underlying Term Loan Facility	USD	57,691,616	57,691,616	45,924,055	--	--
15	***	Assignment	Underlying Letter of Credit Facility	USD	--	9,181,725	--	--	9,181,725
16	***	Participation	Underlying Term Loan Facility	USD	32,982,223	32,982,223	26,254,723	--	--
16	***	Participation	Underlying Term Loan Facility	USD	3,260,870	3,260,870	2,595,739	--	--
17	***	Participation	Underlying Term Loan Facility	USD	9,633,588	9,633,588	7,668,591	--	--
17	***	Participation	Underlying Delayed Draw Term Loan Facility	USD	--	28,453,080	--	28,453,080	--
17	***	Participation	Underlying Letter of Credit Facility	USD	--	754,405	--	--	754,405
19	***	Participation	Underlying Term Loan Facility	USD	44,061,446	44,061,446	35,074,079	--	--
19	***	Participation	Underlying Revolving Loan Facility	USD	--	4,500,000	--	--	4,500,000
20	***	Participation	Underlying Term Loan Facility	USD	36,093,750	36,093,750	28,731,581	--	--
20	***	Participation	Underlying Revolving Loan Facility	USD	1,736,111	12,500,000	--	--	12,500,000
21	***	Participation	Underlying Term Loan Facility	USD	42,410,998	42,410,998	33,760,278	--	--
21	***	Participation	Underlying Revolving Loan Facility	USD	--	14,000,000	--	--	14,000,000
22	***	Participation	Underlying Term Loan Facility	USD	66,533,592	66,533,592	52,962,502	--	--
22	***	Participation	Underlying Term Loan Facility	USD	120,060	120,060	95,571	--	--
23	***	Assignment	Underlying Term Loan Facility	USD	71,188,917	71,188,917	56,668,264	--	--
23	***	Assignment	Underlying Revolving Loan Facility	USD	--	28,541,509	--	--	28,541,509
24	***	Assignment	Underlying Term Loan Facility	USD	70,408,853	70,408,853	56,047,312	--	--
24	***	Assignment	Underlying Delayed Draw Term Loan Facility	USD	--	3,591,147	--	3,591,147	--
24	***	Assignment	Underlying Revolving Loan Facility	USD	--	15,000,000	--	--	15,000,000
25	***	Participation	Underlying Term Loan Facility	USD	48,794,102	48,794,102	38,841,398	--	--
27	***	Participation	Underlying Term Loan Facility	USD	94,490,741	94,490,741	75,217,133	--	--
28	***	Assignment	Underlying Term Loan Facility	USD	9,997,760	9,997,760	7,958,482	--	--
28	***	Assignment	Underlying Delayed Draw Term Loan Facility	USD	--	73,417,334	--	73,417,334	--
28	***	Assignment	Underlying Revolving Loan Facility	USD	--	5,000,000	--	--	5,000,000
29	***	Assignment	Underlying Term Loan Facility	USD	64,298,479	64,298,479	51,183,293	--	--
29	***	Assignment	Underlying Letter of Credit Facility	USD	--	3,895,835	--	--	3,895,835
30	***	Assignment	Underlying Term Loan Facility	USD	38,333,333	38,333,333	30,514,349	--	--
30	***	Participation	Underlying Revolving Loan Facility	USD	--	14,170,000	--	--	14,170,000
31	***	Assignment	Underlying Revolving Loan Facility	USD	7,303,400	25,000,000	--	--	25,000,000
32	***						--	--	--
33	***	Assignment	Underlying Term Loan Facility	USD	51,035,535	51,035,535	40,625,638	--	--
33	***	Assignment	Underlying Term Loan Facility	USD	12,500,000	12,500,000	9,950,331	--	--
34	***	Participation	Underlying Term Loan Facility	USD	262,443,305	262,443,305	208,911,825	--	--
35	***	Participation	Underlying Term Loan Facility	USD	61,552,221	61,552,221	48,997,199	--	--
36	***	Participation	Underlying Term Loan Facility	USD	60,633,048	60,633,048	48,265,513	--	--


36	***	Participation	Underlying Delayed Draw Term Loan Facility	USD	--	16,658,242	--	16,658,242	--
36	***	Participation	Underlying Letter of Credit Facility	USD	--	4,708,710	--	--	4,708,710
37	***	Participation	Underlying Term Loan Facility	USD	31,350,072	31,350,072	24,955,488	--	--
37	***	Participation	Underlying Revolving Loan Facility	USD	4,833,333	29,000,000	--	--	29,000,000
38	***	Participation	Underlying Term Loan Facility	USD	44,226,948	44,226,948	35,205,823	--	--
38	***	Participation	Underlying Revolving Loan Facility	USD	--	4,700,000	--	--	4,700,000
39	***	Participation	Underlying Term Loan Facility	USD	27,127,071	27,127,071	21,593,867	--	--
40	***	Participation	Underlying Term Loan Facility	USD	30,453,212	30,453,212	24,241,564	--	--
40	***	Participation	Underlying Revolving Loan Facility	USD	--	8,333,333	--	--	8,333,333
41	***	Participation	Underlying Term Loan Facility	USD	22,898,134	22,898,134	18,227,522	--	--
41	***	Participation	Underlying Delayed Draw Term Loan Facility	USD	--	12,101,866	--	12,101,866	--
42	***	Participation	Underlying Term Loan Facility	GBP	13,255,982	13,255,982	10,552,113	--	--
43	***	Assignment	Underlying Term Loan Facility	GBP	20,019,382	20,019,382	15,935,958	--	--
44	***	Assignment	Underlying Term Loan Facility	GBP	25,303,740	25,303,740	20,142,448	--	--
45	***	Participation	Underlying Term Loan Facility	GBP	15,310,274	15,310,274	12,187,384	--	--
45	***	Participation	Underlying Letter of Credit Facility	GBP	--	3,960,000	--	--	3,960,000
45	***	Participation	Underlying Revolving Loan Facility	GBP	--	1,500,000	--	--	1,500,000
46	***	Participation	Underlying Term Loan Facility	EUR	2,126,400	2,126,400	1,692,671	--	--
46	***	Participation	Underlying Term Loan Facility	EUR	384,702	384,702	306,233	--	--
46	***	Participation	Underlying Letter of Credit Facility	EUR	--	434,316	--	--	434,316
46	***	Participation	Underlying Revolving Loan Facility	EUR	--	1,930,295	--	--	1,930,295
47	***	Participation	Underlying Term Loan Facility	EUR	9,798,504	9,798,504	7,799,869	--	--
47	***	Participation	Underlying Term Loan Facility	EUR	11,708,870	11,708,870	9,320,571	--	--
48	***	Assignment	Underlying Term Loan Facility	EUR	40,279,329	40,279,329	32,063,413	--	--
48	***	Assignment	Underlying Term Loan Facility	EUR	441,450	441,450	351,406	--	--
48	***	Assignment	Underlying Revolving Loan Facility	EUR	364,592	1,461,985	--	--	1,461,985
48	***	Assignment	Underlying Revolving Loan Facility	EUR	--	1,704,573	--	--	1,704,573
48	***	Assignment	Underlying Term Loan Facility	EUR	748,667	748,667	595,959	--	--
48	***	Assignment	Underlying Revolving Loan Facility	EUR	--	5,028,866	--	--	5,028,866
49	***	Assignment	Underlying Term Loan Facility	CAD	33,349,268	33,349,268	26,546,901	--	--
50	***	Participation	Underlying Term Loan Facility	AUD	32,167,884	32,167,884	25,606,488	--	--
51	***	Assignment	Underlying Term Loan Facility	USD	10,875,447	10,875,447	8,657,144	--	--
52	***	Participation	Underlying Revolving Loan Facility	USD	15,840,792	35,000,000	--	--	35,000,000
53	***	Assignment	Underlying Term Loan Facility	USD	4,177,930	4,177,930	3,325,743	--	--
53	***	Assignment	Underlying Delayed Draw Term Loan Facility	USD	--	75,822,070	--	75,822,070	--
53	***	Assignment	Underlying Revolving Loan Facility	USD	--	10,000,000	--	--	10,000,000

APPENDIX B

Specified Loan Assets

The Loan Assets associated with the following Underlying Obligors: ***

APPENDIX C

Designated Loan Assets

The Loan Assets associated with the following Underlying Obligors: ***

APPENDIX D

Delayed Acquisition Loan Assets

					Commitment (Local)
Index	Underlying Obligor	Underlying Credit Facility	Loan Currency	Underlying Credit Facility Outstanding Principal Amount (Local)	Underlying Credit Facility Commitment, including Funded and Unfunded (Local)	Term Loan	DDTL	Revolving
32	***	Underlying Delayed Draw Term Loan Facility	USD	40,289,287	40,289,287	--	33,238,661	--
34	***	Underlying Delayed Draw Term Loan Facility	USD	110,000,000	110,000,000	--	90,750,000	--

ARTICLE XI. EXHIBIT A

CREDIT AGREEMENT

Section 11.01 Form of Assignment and Assumption

This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and [between][among] 1 [the][each] Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each] Assignee identified in item 2 below ([the][each, an] “ Assignee ”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] 2 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders][its capacity as an Issuing Lender] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit included in such facilities), and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)][the Assignor (in its capacity as Issuing Lender)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “ Assigned Interest ”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

[Assignor][Assignee] shall pay to the Administrative Agent the $3,500 processing and recordation fee due and payable under Section 10.04(b)(iv) of the Credit Agreement.


1.	Assignor[s]:	______________________________________ ______________________________________

2.	Assignee[s]:	______________________________________ ______________________________________ [for each Assignee, indicate [Lender][Affiliate] [Approved Fund] of [ identify Lender or Issuing Lender ]

3.	Borrowers:	SPT Infrastructure Finance Sub-1, LLC SPT Infrastructure Finance Sub-2, Ltd. SPT Infrastructure Finance Sub-3, LLC

4.	Administrative Agent:	MUFG Bank, Ltd., as the Administrative Agent under the Credit Agreement

5.	Credit Agreement:	Credit Agreement dated as of September 19, 2018, among SPT Infrastructure Finance Sub-1, LLC, SPT Infrastructure Finance Sub-2, Ltd., SPT Infrastructure Finance Sub-3, LLC, SPT Infrastructure Finance Holdings, LLC, the Lenders and Issuing Lenders party thereto from time to time, MUFG Bank, Ltd., as the Administrative Agent, and MUFG Union Bank, N.A., as the Collateral Agent

1 Select bracketed language as appropriate throughout.

2 Include bracketed language if there are either multiple Assignors or multiple Assignees.

EXHIBIT A - 1

Assigned Interest[s]:

Assignor[s] 3	Assignee[s] 4	Facility Assigned 5	Aggregate Amount of Commitment/ Loans for all Lenders 6	Amount of Commitment/ Loans Assigned 7	Percentage Assigned of Commitment/ Loans 8
					%
					%
					%

[7.

Trade Date:

_________________] 9

Effective Date: _______________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

	ASSIGNOR[S]

	[NAME OF ASSIGNOR]

	By:
	Name:
	Title:

3 List each Assignor, as appropriate.

4 List each Assignee, as appropriate, which may not be a Disqualified Institution.

5 Fill in the appropriate terminology for the types of Facilities and Class thereof under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Term Dollar Loan Commitment,” “Revolving Dollar Commitment,” “DDTL Commitment,” etc.).

6 Amount to be reflected in appropriate Currency and to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

7 Amount to be reflected in appropriate Currency.

8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

EXHIBIT A - 2

	[NAME OF ASSIGNOR]

	By:
	Name:
	Title:


	ASSIGNEE[S]

	[NAME OF ASSIGNEE]

	By:
	Name:
	Title:


	[NAME OF ASSIGNEE]

	By:
	Name:
	Title:

EXHIBIT A - 3

[Consented to and]10 Accepted:

MUFG BANK, LTD., as Administrative Agent

By:
Name:
Title:


[Consented to:]11

[NAME OF RELEVANT PARTY]

By:
Name:
Title:

10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

11 To be added only if the consent of other parties (e.g. Issuing Lender) is required by the terms of Section 10.04 of the Credit Agreement.

EXHIBIT A - 4

[Consented to:]12

SPT INFRASTRUCTURE FINANCE SUB-1, LLC

By:
Name:
Title:


SPT INFRASTRUCTURE FINANCE SUB-2, LTD.

By:
Name:
Title:


SPT INFRASTRUCTURE FINANCE SUB-3, LLC

By:
Name:
Title:

12 To be included unless an Event of Default shall have occurred and be continuing or the assignment is to any existing Lender or Affiliate or Approved Fund of any Lender.

EXHIBIT A - 5

ANNEX I

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1. Assignor[s] . [The][Each] Assignor: (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Financing Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of its Affiliates or any other Person obligated in respect of any Financing Document or (iv) the performance or observance by any Borrower, any of its Affiliates or any other Person of any of their respective obligations under any Financing Document.

1.2. Assignee[s] . [The][Each] Assignee: (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a [Lender][Issuing Lender] under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.04(b) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a [Lender][Issuing Lender] thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a [Lender][Issuing Lender] thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and the Intercreditor Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.10(a) of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other [Lender][Issuing Lender] and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vii) it will make or purchase [the][such] Assigned Interest for its own account in the ordinary course of business and without a view of distribution of [the][such] Assigned Interest within the meaning of the Securities Exchange Act of 1934, the Securities Act of 1933 or other federal securities laws, and (viii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including, without limitation, any documentation required by Section 2.19(h) of the Credit Agreement and the certificate required by Section 10.04(b)(vii) of the Credit Agreement, the form of which is attached as Annex II to this

EXHIBIT A - 6

Assignment and Assumption, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other [Lender][Issuing Lender], and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Financing Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Financing Documents are required to be performed by it as a [Lender][Issuing Lender].

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic delivery format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Assumption and the transactions contemplated hereby, shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT A - 7

ANNEX II

CERTIFICATE OF QUALIFIED PURCHASER

[NAME OF ASSIGNEE/PARTICIPANT], solely in its capacity as a [Lender] [Issuing Lender] [and] [Participant] under the Credit Agreement referenced below, hereby certifies to SPT Infrastructure Finance Sub-1, LLC, a Delaware limited liability company (“ Borrower 1 ”), SPT Infrastructure Finance Sub-2, Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“ Borrower 2 ”), and SPT Infrastructure Finance Sub-3, LLC, a Delaware limited liability company (“ Borrower 3 ” and, together with Borrower 1 and Borrower 2, collectively, the “ Borrowers ”), in connection with the transactions contemplated by that certain Credit Agreement, dated as of September 19, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrowers, SPT Infrastructure Finance Holdings, LLC, a Delaware limited liability company, MUFG Bank, Ltd., as administrative agent, an issuing lender and a lender, MUFG Union Bank, N.A., as collateral agent, and the other lenders, issuing lenders and other financial institutions party thereto from time to time that it is familiar with Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), and represents, warrants and acknowledges that:

1. On the date of its initial Loan (as defined in the Credit Agreement) to a Borrower, or acquisition of an interest in any Loan (as defined in the Credit Agreement) to a Borrower under the Credit Agreement, it is a Qualified Purchaser (“ QP ”), as defined in Section 2(a)(51) of the Investment Company Act.

Name of Qualified Purchaser:

Officer Signature:

Officer’s Printed Name:

Date Signed:

EXHIBIT A - 8

ARTICLE XII. EXHIBIT B

CREDIT AGREEMENT

Section 12.01 Form of Note


[$] 1 [_______]	[INSERT DATE] New York, New York

FOR VALUE RECEIVED, each undersigned Borrower hereby promises to pay to [_____] (the “ Lender ”), at the office of the Administrative Agent as provided for by the Credit Agreement referred to below, for the account of the Lender, the principal sum of [$] 2 [_____] (or such lesser amount as shall equal the aggregate unpaid principal amount of the [Loans] 3 made by the Lender to any Borrower under the Credit Agreement), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by the Lender to any Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the

1 Amount to be reflected in appropriate Currency.

2 Amount to be reflected in appropriate Currency.

3 Modify each reference to “Loans” for appropriate Currency.

EXHIBIT B - 1

obligations of any Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Loans made by the Lender.

This Note evidences Loans made by the Lender under the Credit Agreement dated as of September 19, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among SPT Infrastructure Finance Sub-1, LLC, a Delaware limited liability company (“ Borrower 1 ”), SPT Infrastructure Finance Sub-2, Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“ Borrower 2 ”), SPT Infrastructure Finance Sub-3, LLC, a Delaware limited liability company (“ Borrower 3 ” and, together with Borrower 1 and Borrower 2, collectively, the “ Borrowers ”), SPT Infrastructure Finance Holdings, LLC, a Delaware limited liability company (the “ Pledgor ”), the Lenders and Issuing Lenders party thereto from time to time, MUFG Bank, Ltd., as the Administrative Agent, and MUFG Union Bank, N.A., as the Collateral Agent. Terms used but not defined in this Note have the respective meanings assigned to them in the Credit Agreement.

The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein.

Except as permitted by Section 10.04 of the Credit Agreement, this Note may not be assigned by the Lender to any other Person.

This Note shall be governed by, and construed in accordance with, the law of the State of New York.


	SPT INFRASTRUCTURE FINANCE SUB-1, LLC

EXHIBIT B - 2

	By:
	Name:
	Title:


	SPT INFRASTRUCTURE FINANCE SUB-2, LTD.

	By:
	Name:
	Title:


	SPT INFRASTRUCTURE FINANCE SUB-3, LLC

	By:
	Name:
	Title:

EXHIBIT B - 3

Schedule of Loans 4

This Note evidences Loans made, continued or converted under the Credit Agreement to the Borrowers, on the dates, in the principal amounts, of the Classes, of the Types, bearing interest at the rates and having Interest Periods (if applicable) of the durations set forth below, subject to the continuations, conversions and payments and prepayments of principal set forth below:

ALTERNATE BASE RATE (“ABR”) LOANS, CONVERSION, AND REPAYMENTS

Date	Amount of ABR Loan	Amount Converted to ABR Loan	Amount of ABR Loan Principal Repayment	Amount of ABR Loan Converted to Eurodollar Loan	Unpaid Principal Balance of ABR Loan	Class of ABR Loan	Interest Rate	Notation Made By

EURODOLLAR LOANS, CONVERSIONS, AND REPAYMENTS

Date	Amount of Eurodollar Loan	Amount Converted to Eurodollar Loan	Amount of Eurodollar Loan Principal Repayment	Amount of Eurodollar Loan Converted to ABR Loan	Unpaid Principal Balance of Eurodollar Loan	Class of Eurodollar Loan	Interest Rate	Duration of Interest Period (if any)	Notation Made By

4 Schedule of Loans to be updated based on the Currency denomination of the Note.

EXHIBIT B - 4

ARTICLE XIII. EXHIBIT C-1

CREDIT AGREEMENT

Section 13.01 Form of Term Loan Borrowing Request

[INSERT DATE] 1

MUFG Bank, Ltd.
as Administrative Agent
1221 Avenue of the Americas, 6th Floor
New York, New York 10020
Attn: Lawrence Blat
Tel: (212) 405-6621
Email: lawrence.blat@mufgsecurities.com / agencydesk@us.sc.mufg.jp

RE: Project Green – Credit Agreement

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of September 19, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among SPT Infrastructure Finance Sub-1, LLC, a Delaware limited liability company (“ Borrower 1 ”), SPT Infrastructure Finance Sub-2, Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“ Borrower 2 ”), SPT Infrastructure Finance Sub-3, LLC, a Delaware limited liability company (“ Borrower 3 ” and, together with Borrower 1 and Borrower 2, collectively, the “ Borrowers ”), SPT Infrastructure Finance Holdings, LLC, a Delaware limited liability company (the “ Pledgor ”), the Lenders and Issuing Lenders party thereto from time to time, MUFG Bank, Ltd., as the Administrative Agent, and MUFG Union Bank, N.A., as the Collateral Agent. Terms defined in the Credit Agreement are used herein as defined therein.

1 This notice shall be dated at least three (3) Business Days before the Closing Date in the case of a proposed Borrowing of a Eurodollar Loan and at least one (1) Business Day before the Closing Date in the case of a proposed Borrowing of an ABR Loan.

EXHIBIT C-1 - 1

The undersigned hereby requests a single Borrowing of Term [AUD][CAD][Dollar][Euro][Sterling] Loans under the Credit Agreement (the “ Proposed Borrowing ”), as follows:

(1) The aggregate amount of the Proposed Borrowing by the undersigned Borrower(s) is [$] 2 [__________].

(2) The date of the Proposed Borrowing is [__________], which is the Closing Date and a Business Day.

(3) The Proposed Borrowing is to be comprised of [ABR Loans] 3 [Eurodollar Loans].

(4) [The Proposed Borrowing is to have [an Interest Period of [one][three][six] months, ending on [INSERT DATE]] [an irregular Interest Period, with an Interest Period ending on [INSERT DATE], which is the first [Quarterly] Payment Date following the Closing Date.] 4

The undersigned hereby represents and warrants that, as of the date of the Proposed Borrowing, each of the Specified Representations is true and correct in all material respects as of the date of such extension of credit (except in the case of any Specified Representation which expressly relates to a given date or period, in which case such representation and warranty shall be true and correct in all material respects as of the respective date and for the respective period, as the case may be) and each of the Specified Purchase Agreement Representations is true and correct to the extent set forth in the definition thereof; provided that to the extent any of the Specified Representations are qualified by or subject to a “material adverse effect” or “material adverse change” or similar term or qualification, the definition thereof shall be the definition of Closing Date Material Adverse Effect for purposes of any such representations and warranties made or deemed made on, or as of, the Closing Date (or any date prior thereto).

	Very truly yours,5

	[SPT INFRASTRUCTURE FINANCE SUB-1, LLC]

	By:
	Name:
	Title:


	[SPT INFRASTRUCTURE FINANCE SUB-2, LTD.]

	By:
	Name:
	Title:

2 Amount to be reflected in appropriate Currency.

3 Term AUD Loans, Term Euro Loans and Term Sterling Loans may not be made as ABR Loans.

4 To be included in the case of Eurodollar Loans only.

5 Select applicable Borrower(s).

EXHIBIT C-1 - 2

ARTICLE XIV. EXHIBIT C-2

CREDIT AGREEMENT

Section 14.01 Form of Revolving Loan Borrowing Request

[INSERT DATE] 1

RE: Project Green – Credit Agreement

Ladies and Gentlemen:

1 This notice shall be dated at least three (3) Business Days before the date of proposed Borrowing of a Eurodollar Loan and on the date of proposed Borrowing of an ABR Loan.

EXHIBIT C-2 - 1

The undersigned hereby requests a Borrowing of Revolving [Dollar][Euro][Sterling] Loans under the Credit Agreement (other than pursuant to Section 2.05(f)(ii) thereunder) (the “ Proposed Borrowing ”), as follows:

(1) The aggregate amount of the Proposed Borrowing by the undersigned Borrower(s) is [$] 2 [________].

(2) The date of the Proposed Borrowing is [________], which is a Business Day.

(3) The Proposed Borrowing is to be comprised of [ABR Loans] 3 [Eurodollar Loans].

The undersigned hereby represents and warrants that, as of the date of the Proposed Borrowing: [each of the Specified Representations is true and correct in all material respects as of the date of such extension of credit (except in the case of any Specified Representation which expressly relates to a given date or period, in which case such representation and warranty shall be true and correct in all material respects as of the respective date and for the respective period, as the case may be) and each of the Specified Purchase Agreement Representations is true and correct to the extent set forth in the definition thereof; provided that to the extent any of the Specified Representations are qualified by or subject to a “material adverse effect” or “material adverse change” or similar term or qualification, the definition thereof shall be the definition of Closing Date Material Adverse Effect for purposes of any such representations and warranties made or deemed made on, or as of, the Closing Date (or any date prior thereto).] 5 [(i) the representations and warranties of each Loan Party set forth in each Financing Document to which it is a party is true and correct in all material respects on and as of the date of such Proposed Borrowing (or, if any such representation or warranty is expressly stated to have been made as of a specific prior date, such representation or warranty was true and correct in all material respects as of such specific prior date) both immediately prior to such Proposed Borrowing and after giving effect to such Proposed Borrowing; provided , however , that a representation or warranty that is qualified by materiality, in all material respects, Material Adverse Effect or similar phrase shall be true and

2 Amount to be reflected in appropriate Currency.

3 Revolving Euro Loans and Revolving Sterling Loans may not be made as ABR Loans.

4 To be included in the case of Eurodollar Loans only.

5 To be included if the date of the Proposed Borrowing is the Closing Date.

EXHIBIT C-2 - 2

correct in all respects, and (ii) at the time of and immediately after giving effect to such Proposed Borrowing, no Default or Event of Default has occurred and is continuing.] 6


	Very truly yours, 7

	[SPT INFRASTRUCTURE FINANCE SUB-1, LLC]

	By:
	Name:
	Title:


	[SPT INFRASTRUCTURE FINANCE SUB-2, LTD.]

	By:
	Name:
	Title:


	[SPT INFRASTRUCTURE FINANCE SUB-3, LLC]

	By:
	Name:
	Title:

6 To be included if the date of the Proposed Borrowing is after the Closing Date.

7 Select applicable Borrower(s).

EXHIBIT C-2 - 3

ARTICLE XV. EXHIBIT C-3

CREDIT AGREEMENT

Section 15.01 Form of DDTL Loan Borrowing Request

[INSERT DATE] 1

RE: Project Green – Credit Agreement

Ladies and Gentlemen:

1 This notice shall be dated at least three (3) Business Days before the date of proposed Borrowing of a Eurodollar Loan and on the date of proposed Borrowing of an ABR Loan.

EXHIBIT C-3 - 1

The undersigned hereby requests a Borrowing of DDTL Loans under the Credit Agreement (other than pursuant to Section 2.06(f)(ii) thereunder) (the “ Proposed Borrowing ”), as follows:

(1) The aggregate amount of the Proposed Borrowing by the undersigned Borrower(s) is $[________].

(2) The date of the Proposed Borrowing is [________], which is a Business Day.

(3) The Proposed Borrowing is to be comprised of [ABR Loans][Eurodollar Loans].

The undersigned hereby represents and warrants that, as of the date of the Proposed Borrowing: [each of the Specified Representations is true and correct in all material respects as of the date of such extension of credit (except in the case of any Specified Representation which expressly relates to a given date or period, in which case such representation and warranty shall be true and correct in all material respects as of the respective date and for the respective period, as the case may be) and each of the Specified Purchase Agreement Representations is true and correct to the extent set forth in the definition thereof; provided that to the extent any of the Specified Representations are qualified by or subject to a “material adverse effect” or “material adverse change” or similar term or qualification, the definition thereof shall be the definition of Closing Date Material Adverse Effect for purposes of any such representations and warranties made or deemed made on, or as of, the Closing Date (or any date prior thereto).] 3 [(i) the representations and warranties of each Loan Party set forth in each Financing Document to which it is a party is true and correct in all material respects on and as of the date of such Proposed Borrowing (or, if any such representation or warranty is expressly stated to have been made as of a specific prior date, such representation or warranty was true and correct in all material respects as of such specific prior date) both immediately prior to such Proposed Borrowing and after giving effect to such Proposed Borrowing; provided , however , that a representation or warranty that is qualified by materiality, in all material respects, Material Adverse Effect or similar phrase shall be true and correct in all respects, and (ii) at the time of and immediately after giving effect to such Proposed Borrowing, no Default or Event of Default has occurred and is continuing.] 4

2 To be included in the case of Eurodollar Loans only.

3 To be included if the date of the Proposed Borrowing is the Closing Date or if the Proposed Borrowing is of a Delayed Acquisition Loan Assets Commitment.

4 To be included if the date of the Proposed Borrowing is after the Closing Date (other than if the Proposed Borrowing is of a Delayed Acquisition Loan Assets Commitment).

EXHIBIT C-3 - 2

	Very truly yours, 5

	[SPT INFRASTRUCTURE FINANCE SUB-1, LLC]

	By:
	Name:
	Title:


	[SPT INFRASTRUCTURE FINANCE SUB-2, LTD.]

	By:
	Name:
	Title:


	[SPT INFRASTRUCTURE FINANCE SUB-3, LLC]

	By:
	Name:
	Title:

5 Select applicable Borrower(s).

EXHIBIT C-3 - 3

ARTICLE XVI. EXHIBIT C-4

CREDIT AGREEMENT

Section 16.01 Form of Notice of Issuance

[INSERT DATE] 1

[__________],
as Issuing Lender
[Address]
Attn:  [______]
Tel:  [______]
Fax:  [______]
Email:  [______]

RE: Project Green – Credit Agreement

Ladies and Gentlemen:

1 This notice shall be dated at least three (3) Business Days before the date of proposed Issuance.

EXHIBIT C-4 - 1

and MUFG Union Bank, N.A., as the Collateral Agent. Terms defined in the Credit Agreement are used herein as defined therein.

[1. The undersigned hereby requests that a [Revolving] [DDTL] Letter of Credit be Issued as provided herein (the “ Proposed LC Event ”). The stated amount of the requested Letter of Credit is $[______] and shall be denominated in Dollars. The name and address of the beneficiary of the requested Letter of Credit is set forth below: [INSERT BENEFICIARY’S NAME AND ADDRESS]]

[2. The undersigned hereby requests that the stated amount of the [Revolving] [DDTL] Letter of Credit dated as of [____] and numbered [____] be changed from $[____] to $[____] as provided herein and shall be denominated in Dollars (the “ Proposed LC Event ”).]

[3. The undersigned hereby requests that the expiration date of the [Revolving] [DDTL] Letter of Credit dated as of [____] and numbered [____] be changed from [____] to [____] as provided herein (the “ Proposed LC Event ”).]

[4.] The proposed date of the requested Issuance of such [Revolving] [DDTL] Letter of Credit is [____], which is a Business Day.

[5.] After giving effect to the Proposed LC Event, the date on which such [Revolving] [DDTL] Letter of Credit is to expire is [____][, and the stated amount of such [Revolving] [DDTL] Letter of Credit is [____].

[6. The Issuing Lender is instructed to deliver such [Revolving] [DDTL] Letter of Credit to [INSERT BENEFICIARY’S NAME] at [INSERT BENEFICIARY’S ADDRESS].]

[7. The Issuing Lender is instructed to deliver the notice of change in such [Revolving] [DDTL] Letter of Credit to [INSERT BENEFICIARY’S NAME] at [INSERT BENEFICIARY’S ADDRESS].]

The undersigned hereby represents and warrants that, as of the date of the Proposed LC Event: (i) the representations and warranties of each Loan Party set forth in each Financing Document to which it is a party is true and correct in all material respects on and as of the date of such Proposed LC Event (or, if any such representation or warranty is expressly stated to have been made as of a specific prior date, such representation or warranty was true and correct in all material respects as of such specific prior date) both immediately prior to such Proposed LC Event and after giving effect to such Proposed LC Event; provided , however , that a representation or warranty that is qualified by materiality, in all material respects, Material Adverse Effect or similar phrase shall be true and correct in all respects, and (ii) at the time of and immediately after giving effect to such Proposed LC Event, no Default or Event of Default has occurred and is continuing.

	Very truly yours, 2

	[SPT INFRASTRUCTURE FINANCE SUB-1, LLC]

2 Select applicable Borrower(s).

EXHIBIT C-4 - 2

	By:
	Name:
	Title:


	[SPT INFRASTRUCTURE FINANCE SUB-2, LTD.]

	By:
	Name:
	Title:


	[SPT INFRASTRUCTURE FINANCE SUB-3, LLC]

	By:
	Name:
	Title:

EXHIBIT C-4 - 3

ARTICLE XVII. EXHIBIT D

CREDIT AGREEMENT

SECTION 17.01 FORM OF OFFICER’S CERTIFICATE

SPT INFRASTRUCTURE FINANCE SUB-1, LLC

SPT INFRASTRUCTURE FINANCE SUB-2, LTD.

SPT INFRASTRUCTURE FINANCE SUB-3, LLC

I, the undersigned, do hereby certify as of September 19, 2018, that I am an Authorized Officer of each of SPT Infrastructure Finance Sub-1, LLC, a Delaware limited liability company (“ Borrower 1 ”), SPT Infrastructure Finance Sub-2, Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“ Borrower 2 ”), SPT Infrastructure Finance Sub-3, LLC, a Delaware limited liability company (“ Borrower 3 ” and, together with Borrower 1 and Borrower 2, collectively, the “ Borrowers ”), and hereby certify on behalf of each Borrower, pursuant to Section 4.01(d) of the Credit Agreement, dated as of September 19, 2018 (the “ Credit Agreement ”; all capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Credit Agreement), among the Borrowers, SPT Infrastructure Finance Holdings, LLC, a Delaware limited liability company, the Lenders and Issuing Lenders party thereto, MUFG Bank, Ltd., as the Administrative Agent, and MUFG Union Bank, N.A., as the Collateral Agent, that:

1. Each of the Specified Representations is true and correct in all material respects as of the Closing Date (except in the case of any Specified Representation which expressly relates to a given date or period, in which case such representation and warranty shall be true and correct in all material respects as of the respective date and for the respective period, as the case may be) and each of the Specified Purchase Agreement Representations is true and correct to the extent set forth in the definition thereof; provided that to the extent any of the Specified Representations are qualified by or subject to a “material adverse effect” or “material adverse change” or similar term or qualification, the definition thereof shall be the definition of Closing Date Material Adverse Effect for purposes of any such representations and warranties made or deemed made on, or as of, the Closing Date (or any date prior thereto).

EXHIBIT D - 1

2. Pursuant to Section 4.01(i) of the Credit Agreement, the Borrowers have previously delivered a copy of the Cut-Off Date Portfolio Tape (as defined in the Purchase Agreement) to the Coordinating Lead Arranger and the Administrative Agent.

3. Pursuant to Section 4.01(n) of the Credit Agreement, the Acquisition will be consummated substantially simultaneously with the initial Borrowing on the Closing Date in all material respects in accordance with the terms described in the Purchase Agreement.

[Signature Page Follows]

EXHIBIT D - 2

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

	Very truly yours,

	SPT INFRASTRUCTURE FINANCE SUB-1, LLC

	By:
	Name:
	Title:


	SPT INFRASTRUCTURE FINANCE SUB-2, LTD.

	By:
	Name:
	Title:


	SPT INFRASTRUCTURE FINANCE SUB-3, LLC

	By:
	Name:
	Title:

EXHIBIT D - 3

ARTICLE XVIII. EXHIBIT E

CREDIT AGREEMENT

Section 18.01 Form of Solvency Certificate

Reference is made to the Credit Agreement, dated as of September 19, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among SPT Infrastructure Finance Sub-1, LLC, a Delaware limited liability company (“ Borrower 1 ”), SPT Infrastructure Finance Sub-2, Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“ Borrower 2 ”), SPT Infrastructure Finance Sub-3, LLC, a Delaware limited liability company (“ Borrower 3 ” and, together with Borrower 1 and Borrower 2, collectively, the “ Borrowers ”), SPT Infrastructure Finance Holdings, LLC, a Delaware limited liability company (the “ Pledgor ”), the Lenders and Issuing Lenders party thereto from time to time, MUFG Bank, Ltd., as the Administrative Agent, and MUFG Union Bank, N.A., as the Collateral Agent. Terms defined in the Credit Agreement are used herein as defined therein.

The undersigned hereby certifies as follows:

ARTICLE II am the Chief Financial Officer of each Borrower.

ARTICLE III have reviewed the terms of the Financing Documents and the definitions and provisions contained in the Financing Documents relating thereto and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

ARTICLE III Based upon my review and examination described in paragraph 2 above, I certify on behalf of the Borrowers that, as of the date hereof, after giving effect to the Acquisition and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Acquisition:

SECTION 3.01 The sum of the “fair value” of the assets of the Borrowers, taken as a whole, exceeds the sum of all debts of the Borrowers, subordinated, contingent or otherwise, taken as a whole, as such quoted term is determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors.

SECTION 3.02 The “present fair saleable value” of the assets of the Borrowers, taken as a whole, is greater than the amount that will be required to pay the probable liability on debts and other liabilities of the Borrowers, subordinated, contingent or otherwise, taken as a whole, as such debts and other liabilities become absolute and matured, as such quoted term is determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors.

SECTION 3.03 The capital of the Borrowers, taken as a whole, is not unreasonably small in relation to the business in which they are or are about to become engaged.

SECTION 3.04 The Borrowers, taken as a whole, have not incurred, do not intend to incur, and do not believe that they will incur, debts or other liabilities, subordinated, contingent or otherwise, beyond their ability to pay as they mature in the ordinary course of business or otherwise.

EXHIBIT E - 1

For purposes of clauses (i) through (iv) above, (a) (i) “debt” means liability on a “claim” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, subordinated, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (b) the amount of any contingent, unliquidated and disputed claim and any claim that has not been reduced to judgment at any time has been computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such liabilities meet the criteria for accrual under the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 5).

The foregoing certifications are made and delivered as of September 19, 2018.

This Solvency Certificiate is being signed by the undersigned in her capacity as Chief Financial Officer of each Borrower and not in her individual capacity.

[Signature page follows.]

EXHIBIT E - 2

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate as of the date first written above.


	Very truly yours,

	SPT INFRASTRUCTURE FINANCE SUB-1, LLC

	By:
	Name:
	Title:	Chief Financial Officer


	SPT INFRASTRUCTURE FINANCE SUB-2, LTD.

	By:
	Name:
	Title:	Chief Financial Officer


	SPT INFRASTRUCTURE FINANCE SUB-3, LLC

	By:
	Name:
	Title:	Chief Financial Officer

EXHIBIT E - 3

ARTICLE XIX. EXHIBIT F

CREDIT AGREEMENT

Section 19.01 Base Case Projections

Refer to document entitled “Project Green - Final Syndication Model (9.19.18)”

on file with the Administrative Agent

EXHIBIT F - 1

ARTICLE XX. EXHIBIT G

CREDIT AGREEMENT

Section 20.01 Form of Interest Election Request

[INSERT DATE] 1

RE: Project Green – Credit Agreement

Ladies and Gentlemen:

1 This notice shall be dated at least three (3) Business Days before the date of proposed continuation of a Eurodollar Loan or conversion of an ABR Loan into a Eurodollar Loan and at least one (1) Business Day before the date of proposed conversion of a Eurodollar Loan into an ABR Loan.

EXHIBIT G - 1

The undersigned hereby gives you notice, pursuant to Section 2.09 of the Credit Agreement, that the undersigned hereby requests to convert or continue certain Loans under the Credit Agreement as set forth below, and in furtherance thereof sets forth below the information relating to such conversion or continuation (the “ Proposed Conversion/Continuation ”) as required by Section 2.09 of the Credit Agreement:

(1) the original date of the [Term AUD Loans] [Term CAD Loans] [Term Dollar Loans] [Term Euro Loans] [Term Sterling Loans] [Revolving Dollar Loans] [Revolving Euro Loans] [Revolving Sterling Loans] [DDTL Loans] (or portion thereof) proposed to be [converted][continued] in this Proposed Conversion/Continuation is [________];

(2) the effective date of the Proposed Conversion/Continuation is [_________], which is a Business Day.

(3) each Loan (or portion thereof) to be [converted][continued] in the Proposed Conversion/Continuation is a[n] [Eurodollar Loan][ABR Loan] 2 ;

(4) each Loan (or portion thereof) resulting from the Proposed Conversion/Continuation is a[n] [Eurodollar Loan][ABR Loan] 3 ; [and]

[(5) each Loan (or portion thereof) resulting from the Proposed Conversion/Continuation shall have [an Interest Period of [one][three][six] months, ending on [INSERT DATE]] [an irregular Interest Period, with an Interest Period ending on [INSERT DATE], which is the first Quarterly Payment Date following the [Closing Date] [date of such Proposed Conversion/Continuation]; and] 4

[(6)] the aggregate principal amount of Loans (or portion thereof) proposed to be [converted][continued] in this Proposed Conversion/Continuation is [$] 5 [________].

	Very truly yours, 6

	[SPT INFRASTRUCTURE FINANCE SUB-1, LLC]

2 Term AUD Loans, Term Euro Loans, Term Sterling Loans, Revolving Euro Loans and Revolving Sterling Loans may not be made as ABR Loans.

3 Term AUD Loans, Term Euro Loans, Term Sterling Loans, Revolving Euro Loans and Revolving Sterling Loans may not be made as ABR Loans.

4 To be included in the case of Eurodollar Loans only.

5 Amount to be reflected in appropriate Currency.

6 Select applicable Borrower(s).

EXHIBIT G - 2


	By:
	Name:
	Title:


	[SPT INFRASTRUCTURE FINANCE SUB-2, LTD.]

	By:
	Name:
	Title:


	[SPT INFRASTRUCTURE FINANCE SUB-3, LLC]

	By:
	Name:
	Title:

EXHIBIT G - 3

ARTICLE XXI.

EXHIBIT G - 4

ARTICLE XXII. EXHIBIT H

CREDIT AGREEMENT

Section 22.01 Form of LTV Certificate 1

[INSERT DATE]

The undersigned hereby certifies, in [his/her] capacity as [_______] of each Borrower and not in a personal capacity, as follows:

1. I am the [__________] of each Borrower.

2. The LTV Ratio as of [__________] (the “ Specified Monthly Date ”) is [__________] (the “ Specified LTV Ratio ”). 2 The calculation of the Specified LTV Ratio set forth on Schedule I hereto is complete and correct in all material respects on and as of the date hereof.

1 This LTV Certificate has been prepared for convenience only, and is not to affect, or to be taken into consideration in interpreting, the terms of the Credit Agreement. The obligations of each Borrower under the Credit Agreement are as set forth in the Credit Agreement, and nothing in this LTV Certificate shall modify such obligations or constitute a waiver of compliance therewith in accordance with the terms of the Credit Agreement. In the event of any conflict between the terms of this LTV Certificate and the terms of the Credit Agreement, the terms of the Credit Agreement shall govern and control, and the terms of this LTV Certificate are to be modified accordingly.

2 With respect to a LTV Certificate that is not a Monthly Date LTV Certificate, such calculation shall be based on the LTV Ratio as set forth in the most recent Monthly Date LTV Certificate, provided that if the Specified Transactions Amount for the period from the most recent Monthly Date through (and giving effect to any Specified Transactions on) such Measurement Date exceeds 5% of the difference between the Eligible Amount and the Additional Required Equity Amount in each case as of such Monthly Date, then such calculation shall give effect to each Specified Transaction and the application of the proceeds thereof, in each case during the period from the most recent Monthly Date through (and giving effect to any Specified Transactions on) such Measurement Date, on a pro forma basis as if each such Specified Transaction occurred on such Monthly Date.

EXHIBIT H - 1

3. [ Schedule II hereto includes a list of each Loan Asset that has ceased to qualify as an Eligible Loan Asset since the date of the last Monthly Date LTV Certificate delivered to the Administrative Agent.] 3

4. [Attached as Schedule III hereto is an updated Loan Asset Schedule.] 4

5. [[The aggregate principal amount of Obligations (in Dollars) required to be pre-paid by the Borrowers in order to achieve the Target LTV Ratio is [______].][The Specified LTV Ratio is less than or equal to the Target LTV Ratio.]] 5

6. All information contained in this LTV Certificate, including the schedules attached hereto, is true and complete in all material respects.

[Signature Page Follows]

3 To be included in each Monthly Date LTV Certificate.

4 To be included in each Monthly Date LTV Certificate.

5 To be included in each Monthly Date LTV Certificate. Select applicable certification.

EXHIBIT H - 2

IN WITNESS WHEREOF, each of the undersigned has executed this LTV Certificate as of the date first written above.

	Very truly yours,

	SPT INFRASTRUCTURE FINANCE SUB-1, LLC

	By:
	Name:
	Title:


	SPT INFRASTRUCTURE FINANCE SUB-2, LTD.

	By:
	Name:
	Title:


	SPT INFRASTRUCTURE FINANCE SUB-3, LLC

	By:
	Name:
	Title:

EXHIBIT H - 3

SCHEDULE I

LTV RATIO CALCULATION


LTV Ratio (a ÷ (b - c)) 6	Total
(a) Total Exposure 7	[ ]
(i) the aggregate outstanding principal amount of the Loans as of the Specified Monthly Date	[ ]
	plus
(ii) the aggregate principal amount of the undrawn Revolving Commitments of all Lenders (without duplication of any Revolving Letter of Credit Exposure) as of the Specified Monthly Date	[ ]
	plus
(iii) the aggregate principal amount of the undrawn DDTL Commitments of all Lenders (without duplication of any DDTL Letter of Credit Exposure) as of the Specified Monthly Date	[ ]
	plus
(iv) the aggregate Letter of Credit Exposure of all Lenders as of the Specified Monthly Date	[ ]
	over
(b) Eligible Amount 8	[ ]
(i) with respect to the Eligible Loan Assets (other than any Specified Loan Assets), the aggregate amount, without duplication, of (1) the outstanding principal amount of loans, securities or other financial accommodations, (2) the unused commitments and (3) the undrawn face amount of outstanding letters of credit, in each case under such Loan Assets	[ ]
	plus

6 With respect to a LTV Certificate that is not a Monthly Date LTV Certificate, such calculations shall be based on the LTV Ratio as set forth in the most recent Monthly Date LTV Certificate, provided that if the Specified Transactions Amount for the period from the most recent Monthly Date through (and giving effect to any Specified Transactions on) such Measurement Date exceeds 5% of the difference between the Eligible Amount and the Additional Required Equity Amount in each case as of such Monthly Date, then such calculation shall give effect to each Specified Transaction and the application of the proceeds thereof, in each case during the period from the most recent Monthly Date through (and giving effect to any Specified Transactions on) such Measurement Date, on a pro forma basis as if each such Specified Transaction occurred on such Monthly Date.

7 All amounts shall be expressed in Dollars, it being understood that, with respect to any such amounts denominated in a currency other than Dollars, the amount thereof for purposes of this definition shall be the Dollar Equivalent thereof.

8 All amounts shall be expressed in Dollars, it being understood that, with respect to any Loan Asset (or such other amount) denominated in a currency other than Dollars, the amount of such Loan Asset (or such other amount) for purposes of this definition shall be the Dollar Equivalent thereof.

EXHIBIT H - 4


(ii) at any time on or prior to the first anniversary of the Closing Date, with respect to any Specified Loan Assets that are Eligible Loan Assets, 58.8% of the aggregate amount, without duplication, of (1) the outstanding principal amount of loans, securities or other financial accommodations, (2) the unused commitments and (3) the undrawn face amount of outstanding letters of credit, in each case under such Loan Assets	[ ]
	plus
(iii) with respect to each Loan Asset that is not an Eligible Loan Asset, the product of the Specified Percentage with respect to such Loan Asset and the sum of the aggregate amount, without duplication, of (1) the outstanding principal amount of loans, securities or other financial accommodations, (2) the unused commitments and (3) the undrawn face amount of outstanding letters of credit, in each case under such Loan Asset	[ ]
	plus
(iv) with respect to each Delayed Acquisition Loan Asset, until the earlier of (A) the date on which such Delayed Acquisition Loan Asset becomes a Loan Asset pursuant to the definition thereof and (B) the date on which the corresponding Delayed Acquisition Loan Asset Commitment is reduced or terminated pursuant to Section 2.03, the aggregate amount, without duplication, of the outstanding principal amount of loans, securities or other financial accommodations under such Delayed Acquisition Loan Assets.	[ ]
	minus
(c) Additional Required Equity Amount 9	[ ]
(i) the sum of (1) the aggregate principal amount of undrawn commitments of the Borrowers (including, for the avoidance of doubt, all participations by the Borrowers in any outstanding letters of credit or drawings thereunder that have not yet been reimbursed by or on behalf of the Underlying Obligors) under the Underlying Revolving Loan Facilities, plus (2) the aggregate principal amount of undrawn commitments of the Borrowers under the Underlying Delayed Draw Term Loan Facilities plus (3) the aggregate principal amount of undrawn commitments of the Borrowers (including, for the avoidance of doubt, all participations by the Borrowers in any outstanding letters of credit or drawings thereunder that have not yet been reimbursed by or on behalf of the Underlying Obligors) under the Underlying Letter of Credit Facilities, in each case, as of the date of determination	[ ]
	minus
(ii) the sum of (1) the aggregate principal amount of the undrawn Revolving Commitments (including, for the avoidance of doubt, any Revolving Letter of Credit Exposure) of all Lenders, plus (2) the aggregate principal amount of the undrawn DDTL Commitments (including, for the avoidance of doubt, any DDTL Letter of Credit Exposure but excluding any Delayed Acquisition Loan Asset Commitments) of all Lenders, in each case, as of the date of determination	[ ]
LTV Ratio (a ÷ (b - c))	[ ]

9 All amounts shall be expressed in Dollars, it being understood that, with respect to any such amounts denominated in a currency other than Dollars, the amount thereof for purposes of this definition shall be the Dollar Equivalent thereof.

EXHIBIT H - 5

[SCHEDULE II]

NON-ELIGIBLE LOAN ASSETS

1. [_______]

EXHIBIT H - 6

[SCHEDULE III]

LOAN ASSET SCHEDULE

[See Attached.]

EXHIBIT H - 7

ARTICLE XXIII. EXHIBIT I

CREDIT AGREEMENT

Section 23.01 Form of ISCR Certificate 1

[INSERT DATE]

The undersigned hereby certifies, in [his/her] capacity as [_______] of each Borrower and not in a personal capacity, as follows:

1. I am the [__________] of each Borrower.

2. The Interest Expense Coverage Ratio for the ISCR Calculation Period ending [__________] is [__________] (the “ Specified ISCR ”). The calculation of the Specified ISCR set forth on Schedule I hereto is complete and correct in all material respects on and as of the date hereof.

[Signature Page Follows]

1 This ISCR Certificate has been prepared for convenience only, and is not to affect, or to be taken into consideration in interpreting, the terms of the Credit Agreement. The obligations of each Borrower under the Credit Agreement are as set forth in the Credit Agreement, and nothing in this ISCR Certificate shall modify such obligations or constitute a waiver of compliance therewith in accordance with the terms of the Credit Agreement. In the event of any conflict between the terms of this ISCR Certificate and the terms of the Credit Agreement, the terms of the Credit Agreement shall govern and control, and the terms of this ISCR Certificate are to be modified accordingly.

EXHIBIT I - 1

IN WITNESS WHEREOF, the undersigned has executed this ISCR Certificate as of the date first written above.

	Very truly yours,

	SPT INFRASTRUCTURE FINANCE SUB-1, LLC

	By:
	Name:
	Title:


	SPT INFRASTRUCTURE FINANCE SUB-2, LTD.

	By:
	Name:
	Title:


	SPT INFRASTRUCTURE FINANCE SUB-3, LLC

	By:
	Name:
	Title:

EXHIBIT I - 2

SCHEDULE I

ISCR CALCULATIONS


ISCR (a ÷ b)	Total
(a) Cash Flow Available for Interest Expense 2	[ ]
(i) Interest Receipts with respect to Eligible Loan Assets collected for such period and deposited in the Interest Receipts Account	[ ]
	minus
(ii) all fees paid during such period by the Borrowers pursuant to Section 2.13(b) and (d) of the Credit Agreement (other than fees paid on the Closing Date)	[ ]
	minus
(iii) Operating Expenses, in each case of clauses (1) through (7) below, payable in cash during such period; provided that, Operating Expenses shall not include any Texas payable by any Borrower	[ ]
(1) the Servicing Fee	[ ]
	plus
(2) general and administrative expenses of any Borrower	[ ]
	plus
(3) insurance costs incurred in the ordinary course of business	[ ]
	plus
(4) costs and fees attendant to the obtaining and maintaining in effect the Governmental Approvals	[ ]
	plus
(5) legal, accounting and other professional fees attendant to any of the foregoing items	[ ]
	plus
(6) expenses to keep the Collateral free and clear of all Liens (other than Permitted Encumbrances)	[ ]
	plus
(7) all other expenses payable by any Borrower in the ordinary course of business	[ ]
	over
(b) Interest Expense 3	[ ]
(i) all amounts payable during such period by the Borrowers in respect of interest in respect of the Facilities	[ ]

2 All amounts shall be expressed in Dollars, it being understood that, with respect to any such amounts denominated in a currency other than Dollars, the amount thereof for purposes of this definition shall be the Dollar Equivalent thereof.

3 All amounts shall be expressed in Dollars, it being understood that, with respect to any such amounts denominated in a currency other than Dollars, the amount thereof for purposes of this definition shall be the Dollar Equivalent thereof.

EXHIBIT I - 3


	plus
(ii) all amounts payable during such period by the Borrowers in respect of fees payable pursuant to Section 2.13(a) and (c) of the Credit Agreement	[ ]
ISCR (a ÷ b)	[ ]

EXHIBIT I - 4

ARTICLE XXIV. EXHIBIT J-1

CREDIT AGREEMENT

Section 24.01 Form of U.S. Tax Compliance Certificate
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of September 19, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among SPT Infrastructure Finance Sub-1, LLC, a Delaware limited liability company (“ Borrower 1 ”), SPT Infrastructure Finance Sub-2, Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“ Borrower 2 ”), SPT Infrastructure Finance Sub-3, LLC, a Delaware limited liability company (“ Borrower 3 ” and, together with Borrower 1 and Borrower 2, collectively, the “ Borrowers ”), SPT Infrastructure Finance Holdings, LLC, a Delaware limited liability company (the “ Pledgor ”), the Lenders and Issuing Lenders party thereto from time to time, MUFG Bank, Ltd., as the Administrative Agent, and MUFG Union Bank, N.A., as the Collateral Agent.

Pursuant to the provisions of Section 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:
Name:
Title:

Date:

EXHIBIT J-1 - 1

ARTICLE XXV. EXHIBIT J-2

CREDIT AGREEMENT

Section 25.01 U.S. Tax Compliance Certificate
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code].

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:
Name:
Title:

Date:

EXHIBIT J-1 - 2

ARTICLE XXVI. EXHIBIT J-3

CREDIT AGREEMENT

Section 26.01 U.S. Tax Compliance Certificate
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:
Name:
Title:

Date:

EXHIBIT J-1 - 3

ARTICLE XXVII. EXHIBIT J-4

CREDIT AGREEMENT

Section 27.01 U.S. Tax Compliance Certificate
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:
Name:
Title:

Date:

EXHIBIT J-1 - 4

SCHEDULE 1.01

Commitments

Lender	Term AUD Loan Commitments	Proportionate Share
MUFG Bank, Ltd.	A$25,606,488.36	100%
Total	A$25,606,488.36	100%

Lender	Term CAD Loan Commitments	Proportionate Share
MUFG Bank, Ltd.	C$26,546,901.17	100%
Total	C$26,546,901.17	100%

Lender	Term Dollar Loan Commitments	Proportionate Share
MUFG Bank, Ltd.	$ 1,330,106,469.51	100%
Total	$ 1,330,106,469.51	100%

Lender	Term Euro Loan Commitments	Proportionate Share
MUFG Bank, Ltd.	€52,130,120.58	100%
Total	€ 52,130,120.58	100%

Lender	Term Sterling Loan Commitments	Proportionate Share
MUFG Bank, Ltd.	£58,817,903.01	100%
Total	£58,817,903.01	100%

Lender	Revolving Dollar Commitments	Proportionate Share
MUFG Bank, Ltd.	$ 267,519,853.82	100%
Total	$ 267,519,853.82	100%

Lender	Revolving Euro Commitments	Proportionate Share
MUFG Bank, Ltd.	€10,560,034.94	100%
Total	€ 10,560,034.94	100%

Lender	Revolving Sterling Commitments	Proportionate Share
MUFG Bank, Ltd.	£5,460,000.00	100%
Total	£5,460,000.00	100%

Lender	DDTL Commitments	Proportionate Share
MUFG Bank, Ltd.	$ 334,032,401.31	100%
Total	$ 334,032,401.31	100%

SCHEDULE 5.17

Post-Closing Matters

1. The Borrowers shall deliver to the Administrative Agent the Loan Asset Checklist and all Required Underlying Credit Documents for each Loan Asset listed on the Loan Asset Checklist.

2. The Borrowers shall deliver to the Collateral Agent any original promissory notes received by any Borrower evidencing any Loan Asset.

3. The Borrowers and Wells Fargo Bank, National Association (or such other financial institution at which a Loan Assets Securities Account is maintained) shall execute and deliver one or more Loan Asset Control Agreements relating to each Loan Asset Securities Account. The Borrowers shall cause to be delivered to the Administrative Agent customary legal opinions reasonably requested by the Administrative Agent relating to the matters described in this Section 3, covering matters similar to those covered in the opinions delivered on the Closing Date with respect to the Loan Parties. All of the foregoing actions shall be at the sole cost and expense of the Loan Parties.

4. Borrower 2 and the Pledgor, as applicable, shall execute, acknowledge where appropriate, and deliver, and cause to be executed, acknowledged where appropriate, and delivered, all such instruments, notices and documents (including filings, recordings, registrations or notices) reasonably requested by the Collateral Agent in form and substance reasonably satisfactory to the Administrative Agent (including an Equitable Mortgage Over Shares) to establish the Collateral Agent’s security interest in the equity interests of Borrower 2 under the Applicable Law of the Cayman Islands with priority as set forth in the Financing Documents. Borrower 2 and the Pledgor shall cause to be delivered to the Administrative Agent customary legal opinions reasonably requested by the Administrative Agent relating to the matters described in this Section 4, covering matters similar to those covered in the opinions delivered on the Closing Date with respect to the Loan Parties. All of the foregoing actions shall be at the sole cost and expense of the Loan Parties.

Exhibit 31.1

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Barry S. Sternlicht, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Starwood Property Trust, Inc. for the period ended September 30, 2018;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 9, 2018	/s/ BARRY S. STERNLICHT
	Barry S. Sternlicht
	Chief Executive Officer

Exhibit 31.2

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Rina Paniry, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Starwood Property Trust, Inc. for the period ended September 30, 2018;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 9, 2018	/s/ RINA PANIRY
	Rina Paniry
	Chief Financial Officer

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with Starwood Property Trust, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended September 30, 2018 (the “Report”), I, Barry S. Sternlicht, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 9, 2018	/s/ BARRY S. STERNLICHT
	Barry S. Sternlicht
	Chief Executive Officer

Exhibit 32.2

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with Starwood Property Trust, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended September 30, 2018 (the “Report”), I, Rina Paniry, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 9, 2018	/s/ RINA PANIRY
	Rina Paniry
	Chief Financial Officer