Exhibit 10.2

Execution Version

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of October 30, 2020 (this “Amendment”), is entered into by and among SAFE HARBOR MARINAS, LLC, a Delaware limited liability company (the “Borrower”), certain Restricted Subsidiaries of the Borrower signatory hereto, as Guarantors, the financial institutions signatory hereto, as lenders (the “Lenders”), and CITIZENS BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”).

W I T N E S S E T H

WHEREAS, reference is hereby made to that certain Credit Agreement, dated as of September 14, 2018 (such date, the “Original Closing Date”), by and among the Borrower, certain Restricted Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the financial institutions from time to time party thereto, the Administrative Agent and the Collateral Agent (as amended by that certain First Amendment to Credit Agreement and Pledge and Security Agreement dated as of October 11, 2019, as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

WHEREAS, pursuant to and in accordance with Section 11.4 of the Existing Credit Agreement, the Borrower has requested that the Lenders and the Administrative Agent amend the Existing Credit Agreement as provided herein; and

WHEREAS, the Lenders (which for the avoidance of doubt constitute Required Lenders) and the Administrative Agent have agreed, on the terms and conditions set forth below, to so amend the Existing Credit Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the parties hereto hereby agrees as follows:

1. Amendments to Existing Credit Agreement. The Existing Credit Agreement is hereby amended to delete the red stricken text (indicated textually in the same manner as the following example: stricken text), add the blue double-underlined text (indicated textually in the same manner as the following example: double-underlined text) and move the green stricken text (indicated textually in the same manner as the following example: stricken text) to where the green underlined text is located (indicated textually in the same manner as the following example: underlined text), as set forth in the conformed copy of the Credit Agreement attached as Annex A hereto.

2. Conditions to Effectiveness. The effectiveness of this Amendment shall occur on the date on which the following conditions shall have been satisfied (or waived) (the “Second Amendment Effective Date”):

a. Executed Amendment. The Administrative Agent (or its counsel) shall have received executed counterparts of this Amendment in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and duly executed by the appropriate parties hereto.

b. Merger Agreement. The Administrative Agent (or its counsel) shall have received a certificate from an Authorized Officer of the Borrower (i) attaching that certain Agreement and Plan of Merger, dated as of September 29, 2020, by and among Borrower, Sun Communities, Inc., a Maryland corporation, Sun Communities Operating Limited Partnership, a Michigan limited partnership, the Seller Representative identified therein, Sun SH LLC, a Delaware limited liability company and Safe Harbor Marinas II, LLC, a Delaware limited liability company (the “Merger Agreement”), and any other material agreements, documents, and instruments executed pursuant to or in connection with the Merger Agreement (collectively, together with the Merger Agreement, the “Merger Documents”), and (ii) certifying that the transactions contemplated by the Merger Documents have been (or contemporaneously with the closing of this Amendment will be) consummated in accordance with the terms thereof, without giving effect to any waiver of any condition precedent or termination right or amendment of any Merger Document that is materially adverse to the interests of the Lenders (in their capacity as such) without the prior written consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), it being understood that any waiver or amendment in respect of the definition of “Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the interests of the Lenders (in their capacity as such).

c. Executed Pledge Agreement. The Administrative Agent shall have received executed counterparts of the Pledge Agreement dated as of the Second Amendment Effective Date, by and between the Administrative Agent and Sun Home Services, Inc., a Michigan corporation (the “TRS Pledgor”), whereby the TRS Pledgor (A) pledges 100% of the Equity Interests of SHM TRS, LLC, a Delaware limited liability company (“SHM TRS”), and (B) covenants to not dispose of such Equity Interests without the prior written consent of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and duly executed by the appropriate parties thereto.

d. Guarantee and Collateral Documents.

i. The Administrative Agent shall have received executed counterparts of each of the following documents, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and duly executed by the appropriate parties thereto:

1. Guarantor Joinder Agreement (the “Guarantor Joinder Agreement”) dated as of the Second Amendment Effective Date, by and among the Administrative Agent, SHM TRS and each Subsidiary of SHM TRS that is not a Guarantor immediately prior to the Second Amendment Effective Date (the “New Subsidiaries”, together with SHM TRS, the “New Guarantors”);

2. Supplement to Pledge and Security Agreement (the “PSA Supplement”, and together with the Guarantor Joinder Agreement, the “New Guarantor Security Documents”) dated as of the Second Amendment Effective Date, by and among the Administrative Agent, the Borrower, SW SHM Beverage, LLC, a Delaware limited liability company, SHM TRS and any applicable New Guarantor;

ii. The Administrative Agent shall have received the following:

1. A copy of the articles of organization for each New Guarantor, certified as of a recent date by the appropriate Governmental Authority;

2. Copies of (A) the operating agreement of each New Guarantor, (B) resolutions approving the transactions contemplated by the New Guarantor Security Documents, and (C) an incumbency certificate, for or on behalf of each New Guarantor, in each case certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent;

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3. A copy of a certificate of good standing, existence or the like of a recent date for each New Guarantor from the appropriate Governmental Authority of its jurisdiction of incorporation;

iii. The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, confirming, among other things, (A) all consents, approvals, authorizations, registrations, or filings required to be made or obtained by the Borrower and the other Credit Parties (including each New Guarantor), if any, in connection with this Agreement and the other Credit Documents and the transactions contemplated herein and therein have been obtained and are in full force and effect, (B) no investigation or inquiry by any Governmental Authority regarding this Agreement and the other Credit Documents and the transactions contemplated herein and therein is ongoing, (C) since December 31, 2019, there has been no Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole and (D) an officer’s certificate prepared by the chief financial officer or other Authorized Officer approved by the Administrative Agent of the Borrower as to the financial condition, solvency and related matters of the Borrower and its Restricted Subsidiaries, after giving effect to this Amendment and the transactions contemplated hereby (as demonstrated by reasonably detailed calculations set forth in a schedule attached to such certificate), in substantially the form of Exhibit 5.1(g) to the Existing Credit Agreement;

iv. The Administrative Agent shall have received customary opinions of counsel for each of the Credit Parties, including, among other things, opinions regarding the perfection of security interests, the due authorization, execution and delivery of the New Guarantor Security Documents and the enforceability thereof;

v. The Administrative Agent shall have received authorization from the New Guarantors to file (or contemporaneously with the effectiveness of this amendment, to file) a UCC-1 financing statement against each New Guarantor in its jurisdiction of incorporation;

vi. The Administrative Agent shall have received each of the following:

1. (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each New Guarantor and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral and (B) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral, as determined by the Collateral Agent;

2. such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights, as determined by the Collateral Agent;

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3. original certificates evidencing any certificated Equity Interests of each New Guarantor pledged as collateral, together with undated limited liability company interest transfer powers executed in blank; and

vii. Patriot Act; Anti-Money Laundering Laws. At least three (3) Business Days prior to the Second Amendment Effective Date, the provision by the Borrower of all documentation and other information (including documentation and other information relating to each New Guarantor) that the Administrative Agent or any Lender requests at least five (5) Business Days prior to the Second Amendment Effective Date in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

e. Consent Fee. The Administrative Agent shall have confirmation that the Borrower has paid to the Administrative Agent on the Second Amendment Effective Date for the account of each Lender party hereto, a consent fee in an amount equal to 0.125% of the aggregate amount of each of such Lender’s (i) Revolving Commitment and (ii) Term Loans outstanding as of the Second Amendment Effective Date.

f. Fees and Expenses. The Administrative Agent shall have confirmation that all other reasonable and documented out-of-pocket fees and expenses required to be paid on or before the Second Amendment Effective Date have been paid, including any fees required to be paid pursuant to any fee letter and the reasonable and documented out-of-pocket fees and expenses of counsel for the Administrative Agent.

g. Representations and Warranties. The representations and warranties of the Credit Parties contained in Section 3 of this Amendment shall be true and correct on and as of the Second Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to an earlier date, it shall be true and correct as of such earlier date.

h. No Default or Event of Default. No event shall have occurred and be continuing or would result from the consummation of the Credit Extensions (if any) on the Second Amendment Effective Date that would constitute an Event of Default or a Default.

For purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Second Amendment Effective Date specifying its objection thereto.

3. Representations and Warranties. Each Credit Party hereby represents and warrants that:

a. this Amendment has been duly executed and delivered by each Credit Party that is party hereto and this Amendment and the Credit Agreement are the legally valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms, except as may be limited by Debtor Relief Laws affecting creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether enforcement is sought in equity or at law);

b. each of the Borrower and each Restricted Subsidiary (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as of the Second Amendment Effective Date, (b) has all requisite power and authority to own and operate its properties, to carry on its

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business as now conducted and as proposed to be conducted, to enter into this Amendment and to carry out the transactions contemplated hereby, and (c) is qualified to do business and in good standing in every jurisdiction where necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and would not be reasonably expected to have, a Material Adverse Effect;

c. the execution and delivery of this Amendment and the performance by each Credit Party of this Amendment and the Credit Agreement have been duly authorized by all necessary corporate or similar action on the part of each Credit Party, and do not and will not (i) violate in any material respect any provision of any Applicable Laws relating to any Credit Party, any of the Organizational Documents of any Credit Party, or any order, judgment or decree of any court or other agency of government binding on any Credit Party; (ii) except as would not reasonably be expected to have a Material Adverse Effect, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any other Contractual Obligations of any Credit Party; (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Credit Party (other than any Liens created under any of the Credit Documents in favor of the Collateral Agent for the benefit of the holders of the Obligations) whether now owned or hereafter acquired; or (iv) except where such approval or consent is being obtained in connection with the transactions contemplated hereby or where the failure to obtain such consent or approval would not reasonably be expected to have a Material Adverse Effect, require any approval of stockholders, members or partners or any approval or consent of any Person under any Material Contract of any Credit Party;

d. the execution and delivery of this Amendment and the performance by each Credit Party of this Amendment and the Credit Agreement and the consummation of the transactions contemplated by the Credit Documents do not and will not require, as a condition to the effectiveness thereof, any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or any other third party except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing and/or recordation, as of the Second Amendment Effective Date and other filings, recordings or consents that have been obtained or made, as applicable, except where the failure to obtain such consent or approval would not reasonably be expected to have a Material Adverse Effect;

e. after giving effect to this Amendment, no Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Amendment; and

f. the representations and warranties contained herein, in the Credit Agreement and in the other Credit Documents are true and correct in all material respects (unless any such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects) on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (unless any such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects) on and as of such earlier date and except that the representations and warranties contained in subsections (a) and (b) of Section 6.7 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1 of the Existing Credit Agreement.

4. Governing Law; Jurisdiction; Waiver of Jury Trial; Etc. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Amendment shall be further subject to the provisions of Sections 11.13 and 11.14 of the Credit Agreement.

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5. Counterparts; Integration; Effectiveness. This Amendment 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 Amendment, together with the Credit Agreement and the other Credit 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. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Amendment.

6. Severability. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

7. Effect. Upon the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Existing Credit Agreement as modified hereby and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder,” “thereof,” or words of like import shall mean and be a reference to the Existing Credit Agreement as modified hereby. Except as specifically amended herein, all Credit Documents (including all Liens granted thereunder in respect of the Obligations) shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Each Credit Party reaffirms any prior grant and the validity of any Liens granted by it pursuant to the Collateral Documents, with all such Liens continuing to secure the applicable Obligations as amended hereby and continuing to be in full force and effect after giving effect to this Amendment. This Amendment shall constitute a Credit Document for purposes of the Credit Agreement and the other Credit Documents.

8. No Modification. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Existing Credit Agreement or any of the other Credit Documents. Except as expressly stated herein, the Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Credit Documents.

9. Reaffirmation. Except as specifically modified by this Amendment, the Existing Credit Agreement shall remain in full force and effect in the form of the Credit Agreement, and is hereby ratified and confirmed.

10. Guarantors. Each Guarantor hereby consents to this Amendment and reaffirms its Guaranty and the terms and conditions of each Guaranty and each other Credit Document executed by it and acknowledges and agrees that each and every such Guaranty and other Credit Document executed by such Guarantor in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. Each Subsidiary of the Borrower that is a Guarantor immediately prior to the Second Amendment Effective Date that, in connection with the Merger Documents and the transactions contemplated by this Second Amendment, becomes a subsidiary of SHM TRS (the “Existing Subsidiary Reorganization”) hereby acknowledges and agrees that the foregoing sentence shall apply in full force and effect notwithstanding the Existing Subsidiary Reorganization.

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IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed and delivered by a duly authorized officer on the date first above written.

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Annex A

Amended Credit Agreement

[See attached]

Execution Version

CREDIT AGREEMENT¹

dated as of September 14, 2018

among

SAFE HARBOR MARINAS, LLC

as Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER

PARTY HERETO FROM TIME TO TIME,

as Guarantors

THE LENDERS PARTY HERETO,

CITIZENS BANK, N.A.,

as Administrative Agent and Collateral Agent,

and

U.S. BANK NATIONAL ASSOCIATION,

SUNTRUST BANK,

WELLS FARGO BANK, NATIONAL ASSOCIATION

and

REGIONS BANK,

as Co-Syndication Agents

CITIZENS BANK, N.A.,

U.S. BANK NATIONAL ASSOCIATION,

REGIONS CAPITAL MARKETS,

SUNTRUST ROBINSON HUMPHREY, INC.,

and

WELLS FARGO SECURITIES, LLC

as Joint Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

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CREDIT AGREEMENT

This CREDIT AGREEMENT, dated as of September 14, 2018 (as amended, restated, supplemented, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among SAFE HARBOR MARINAS, LLC, a Delaware limited liability company (the “Borrower”), certain Restricted Subsidiaries of the Borrower from time to time party hereto, as Guarantors, the Lenders from time to time party hereto, and CITIZENS BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”).

RECITALS:

WHEREAS, the Borrower has requested that the Lenders provide revolving credit and term loan facilities for the purposes set forth herein; and

WHEREAS, the Lenders have agreed to make the requested facilities available on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

Section 1. DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions. The following terms used herein, including in the introductory paragraph, recitals, exhibits and schedules hereto, shall have the following meanings:

“Acceptable Appraisal” means a written appraisal (a) prepared by an Approved Appraiser, (b) reasonably acceptable to the Administrative Agent as to form, assumptions, substance and appraisal date and (c) prepared in compliance with FIRREA and all other applicable federal and state laws and regulations applicable to the Lenders, appraisals and/or valuations of real property.

“Acceptable Portfolio Appraisal” means an appraisal that meets the requirements of an Acceptable Appraisal that appraises all Qualified Assets on a portfolio basis and that includes a premium for the values of such assets on a portfolio basis as compared to the sum of the individual values of such assets.

“Acquisition” means, with respect to any Person, the acquisition by such Person, in a single transaction or in a series of related transactions, of (a) all or any substantial portion of the property of another Person, or any division, line of business or other business unit of another Person or (b) at least a majority of the Voting Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

“Addition Request” means as defined in Section 7.20.

“Additional Qualified Asset Certificate” means a certificate in the form of Exhibit 1.5 (or other writing in form and substance reasonably satisfactory to the Administrative Agent) from an Authorized Officer of the Borrower.

“Adjusted LIBOR Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for an Adjusted LIBOR Rate Loan, the rate per annum obtained by dividing (a) the rate per annum equal to the offered rate for deposits of Dollars for a term coextensive with the designated Interest Period which the ICE Benchmark Administration (or any successor administrator of LIBOR rates) fixes as its LIBOR rate as of 11:00 a.m. London time on the day which is two London Banking Days prior to the beginning of such Interest Period, by (b) an amount equal to (i) one, minus (ii) the Applicable Reserve Requirement. If such day is not a London Banking Day, the Adjusted LIBOR Rate shall be determined on the next preceding day which is a London Banking Day. If for any reason the Administrative Agent cannot determine such offered rate fixed by the then current administrator of LIBOR rates, the Administrative Agent may, in its sole but reasonable discretion, use an alternative method to select a rate calculated by the Administrative Agent to reflect its cost of funds. Notwithstanding anything contained herein to the contrary, the Adjusted LIBOR Rate shall not be less than zero.

“Adjusted LIBOR Rate Loan” means Loans bearing interest based on the Adjusted LIBOR Rate.

“Administrative Agent” means as defined in the introductory paragraph hereto, together with its successors and permitted assigns.

“Administrative Questionnaire” means an administrative questionnaire provided by the Lenders in a form supplied by the Administrative Agent.

“Advance Percentage” means 55%.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of any Credit Party or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, whether pending, threatened in writing against any Credit Party or any of its Subsidiaries or any material property of any Credit Party or any of its Subsidiaries.

“Advisory Fee Subordination Agreement” shall mean that certain Advisory Fee Subordination Agreement dated as of the Closing Date, among the AIM Sponsor, the Administrative Agent, the Borrower and each Credit Party, as amended and modified from time to time in writing by all parties thereto.

“Advisory Services Agreement” means that certain Advisory Services Agreement dated as of September 29, 2015, by and between the Borrower and American Infrastructure MLP Management II, L.L.C., a Delaware limited liability company.

“Affected Lender” means as defined in Section 3.1(b).

“Affected Loans” means as defined in Section 3.1(b).

“Affiliate” means, with respect to any 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” means each of the Administrative Agent and the Collateral Agent.

“Aggregate Borrowing Base Asset Value” means, as of any date of determination, the sum of the Borrowing Base Asset Value of each Qualified Asset owned by the Borrower or any other Credit Party.

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders. The aggregate principal amount of the Aggregate Revolving Commitments in effect on the First Amendment Effective Date is FIVE HUNDRED MILLION DOLLARS ($500,000,000).

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“Agreement” means as defined in the introductory paragraph hereto.

“AIM Sponsor” means American Infrastructure MLP Fund II, L.P., a Delaware limited partnership (“AIM”), and any other existing or future fund or other investment vehicle that is controlled, directly or indirectly, by one or more of the principals of AIM, but excluding any portfolio company thereof (the term “control” for purposes of this definition shall mean the power to direct or cause the direction of the management or policies of such fund or other investment vehicle).

“ALTA” means American Land Title Association.

“Anti-Corruption Laws” means the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq, the UK Bribery Act of 2010 and all other laws, rules, and regulations of any jurisdiction applicable to any Credit Party or any of its Affiliates from time to time concerning or relating to bribery or corruption.

“Applicable Laws” means all applicable laws, including all applicable provisions of constitutions, statutes, rules, ordinances, regulations and orders of all Governmental Authorities and all orders, rulings, writs and decrees of all courts, tribunals and arbitrators.

“Applicable Margin” means (a) from the First Amendment Effective Date through the date two (2) Business Days immediately following the date an initial Compliance Certificate is delivered pursuant to Section 7.1(c), the percentage per annum based upon Pricing Level 3 in the table set forth below, and (b) thereafter, the percentage per annum determined by reference to the table set forth below using the ratio of Consolidated Funded Debt to Total Asset Value as set forth in the Compliance Certificate most recently delivered to the Administrative Agent pursuant to Section 7.1(c), with any increase or decrease in the Applicable Margin resulting from a change in the ratio of Consolidated Funded Debt to Total Asset Value becoming effective on the date two (2) Business Days immediately following the date on which such Compliance Certificate is delivered.

Notwithstanding the foregoing, (x) if at any time a Compliance Certificate is not delivered when due in accordance herewith, then, Pricing Level 1 as set forth in the table above shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered and (y) the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.7(e). The Applicable Margin with respect to any additional Term Loan established pursuant to Section 2.18 shall be as provided in the joinder document(s) and/or commitment agreement(s) executed by the Borrower and the applicable Lenders in connection therewith.

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“Applicable Quarter” means as defined in Section 9.4(a).

“Applicable Reserve Requirement” means, at any time, for any LIBOR Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (a) any category of liabilities which includes deposits by reference to which the applicable Adjusted LIBOR Rate or LIBOR Index Rate or any other interest rate of a Loan is to be determined, or (b) any category of extensions of credit or other assets which include Adjusted LIBOR Rate Loans or Base Rate Loans determined by reference to the LIBOR Index Rate. Adjusted LIBOR Rate Loans and Base Rate Loans determined by reference to the LIBOR Index Rate shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefit of credit for pro ration, exception or offsets that may be available from time to time to the applicable Lender. The rate of interest on Adjusted LIBOR Rate Loans and Base Rate Loans determined by reference to the Index Rate shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“Appraised Value” means, with respect to each Qualified Asset and/or Trophy Asset, at any time, the “as is” market value for such Qualified Asset and/or Trophy Asset set forth in the most recent Acceptable Appraisal of such Qualified Asset and/or Trophy Asset delivered to the Administrative Agent; provided that, with respect to any Trophy Asset, to the extent the Borrower has delivered to the Administrative Agent a plan setting forth future committed capital expenditures with respect to such Trophy Asset in form and substance reasonably satisfactory to the Administrative Agent (each such plan, a “Capex Plan”) certified by an Authorized Officer of the Borrower at the time that the initial Acceptable Appraisal for such Trophy Asset is conducted, upon the completion of the capital expenditures set forth in the Capex Plan and upon delivery of a reconciliation of the Capex Plan to actual capital expenditures with respect to such Trophy Asset to the Administrative Agent certified by an Authorized Officer of the Borrower, the Borrower may, at the Borrower’s cost and expense, request that the “as complete” valuation in the Acceptable Appraisal for such Trophy Asset be validated by the applicable Approved Appraiser and following such validation, the Appraised Value for such Trophy Asset shall be the “as complete” market value set forth in such Acceptable Appraisal.

“Approved Appraiser” means an appraiser selected by the Administrative Agent, which appraiser shall be in the business of appraising assets similar to the Marina Properties or other Real Estate Assets of the Borrower and its Subsidiaries.

“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.

“Asset Sale” means a sale, lease, Sale and Leaseback Transaction, assignment, conveyance, exclusive license (as licensor), transfer or other disposition to, or any exchange of property with, any Person, in one transaction or a series of transactions, of all or any part of any Credit Party or any of its Restricted Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, created, leased or licensed, including the Equity Interests of any Restricted Subsidiary of the Borrower, other than (a) dispositions of surplus,

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obsolete or worn out property or property no longer used or useful in the business of the Borrower or any of its Restricted Subsidiaries, whether now owned or hereafter acquired; (b) dispositions of inventory sold, and Intellectual Property licensed, in the ordinary course of business; (c) dispositions of accounts or payment intangibles (each as defined in the UCC) resulting from the compromise or settlement thereof in the ordinary course of business for less than the full amount thereof; (d) dispositions of Cash Equivalents; (e) Involuntary Dispositions; and (f) licenses, sublicenses, lettings, leases or subleases (or similar arrangements) granted to any third parties in arm’s-length commercial transactions that do not interfere in any material respect with the business of the Borrower or any of its Restricted Subsidiaries.

“Assets Under Development” means, as of any date of determination, any Marina Property or other Real Estate Asset, or phase thereof, that is treated as construction in progress under GAAP and that is designated in writing by the Borrower to the Administrative Agent as an “Asset Under Development”. As of the First Amendment Effective Date, all Assets Under Development are set forth on Schedule IV.

“Assignment Agreement” means an assignment agreement entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.5(b)) and accepted by the Administrative Agent, in substantially the form of Exhibit 11.5 or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.

“Attributable Principal Amount” means (a) in the case of Capital Leases, the amount of Capital Lease obligations determined in accordance with GAAP, (b) in the case of Synthetic Leases, an amount determined by capitalization of the remaining lease payments thereunder as if it were a Capital Lease determined in accordance with GAAP, (c) in the case of Securitization Transactions, the outstanding principal amount of such financing, after taking into account reserve amounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment and (d) in the case of Sale and Leaseback Transactions, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), chief financial officer or treasurer and, solely for purposes of making the certifications required under Sections 5.1(b)(ii) and (iv), any secretary or assistant secretary.

“Auto Borrow Agreement” has the meaning specified in Section 2.2(b)(vi).

“Availability” means, as of any date of determination, the lesser of (a) the lesser of (i) the Borrowing Base in effect at such time and (ii) the maximum principal amount of Loans that would not cause the Borrowing Base Debt Service Coverage Ratio, on a pro forma basis, to be less than or equal to 1.50 to 1.00, in each case, minus the sum of (x) the Total Revolving Outstandings at such time plus (y) the Outstanding Amount of the Term Loans at such time plus (z) the aggregate outstanding principal amount of any additional term loan or revolving loans established under Section 2.18 (to the extent not included in clauses (x) and (y) above) and (b) the Aggregate Revolving Commitments in effect at such time minus the Total Revolving Outstandings in effect at such time.

“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.

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“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus ¹⁄₂ of one percent (0.5%) and (c) the LIBOR Index Rate in effect on such day plus one percent (1.0%). Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the LIBOR Index Rate shall be effective on the effective day of such change in the Prime Rate, the Federal Funds Rate or the LIBOR Index Rate, respectively. Notwithstanding anything to the contrary herein, the Base Rate shall not be less than zero.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“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.

“Borrower” means as defined in the introductory paragraph hereto.

“Borrower LLC Agreement” means that certain FifthSixth Amended and Restated Limited Liability Company Agreement of the Borrower dated as of September 10, 2019October 30, 2020, by and among the Borrower and the members of the Borrower party thereto, as in effect on the FirstSecond Amendment Effective Date.

“Borrower Voting Interests” means as defined in the definition of “Change of Control”.

“Borrowing” means (a) a borrowing consisting of simultaneous Loans of the same Type of Loan and, in the case of Adjusted LIBOR Rate Loans, having the same Interest Period, or (b) a borrowing of Swingline Loans, as appropriate.

“Borrowing Base” means, as of any date of determination (as determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent on or prior to such date), the Aggregate Borrowing Base Asset Value of all Qualified Assets owned by the Borrower and the other Credit Parties in effect as of such date multiplied by the Advance Percentage; provided that, no single Qualified Asset shall constitute more than 20% of the Borrowing Base (it being understood and agreed that any value in excess of 20% of the Borrowing Base shall be disregarded for purposes of calculating the Borrowing Base, but only the amount of such excess shall be disregarded).

“Borrowing Base Asset Value” means, as of any date of determination (without duplication),

(a) for any Qualified Asset owned by the Borrower or any other Credit Party as of the Closing Date or for more than one year, the trailing twelve month property level Net Operating Income (as determined by reference to the most recent financial statements delivered to the Administrative Agent on or prior to such date) of such Qualified Asset divided by the Capitalization Rate;

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(b) for any Qualified Asset owned by the Borrower or any other Credit Party for one year or less (other than Qualified Assets owned by the Borrower or any other Credit Party on the Closing Date), (i) the purchase price of such Qualified Asset or (ii) with respect to any Qualified Asset with no upfront purchase price (i.e., assumption of a long-term ground lease reasonably acceptable to the Administrative Agent and the Required Lenders), the Borrowing Base Asset Value for such Qualified Assets shall be deemed to be the Appraised Value of such Qualified Asset; provided that (A) with respect to any Asset Under Development owned by the Borrower or any other Credit Party that has become a Qualified Asset in accordance with Section 7.20, the Borrowing Base Asset Value attributed to such Qualified Asset for the first year of such Qualified Asset’s existence as a Qualified Asset shall be equal to the amount of Investments made by the Borrower or such other Credit Party in such Asset Under Development prior to its designation as a Qualified Asset, and (B) the total Borrowing Base Asset Value attributable to all Qualified Assets described in preceding clause (b)(ii) shall not exceed 10% of the Borrowing Base (calculated after giving effect to the inclusion of such Qualified Assets; it being understood and agreed that any value in excess of 10% of the Borrowing Base shall be disregarded for purposes of calculating the Borrowing Base Asset Value, but only the amount of such excess shall be disregarded); and

(c) the book value of Investments made by the Borrower or any other Credit Party that are permitted under Section 8.6 in Investment Joint Ventures and Assets Under Development (for purposes of clarity only, such Investment Joint Ventures and Assets Under Development shall not be subject to any Liens or any Negative Pledges (other than Liens or Negative Pledges permitted by the definition of Qualified Asset Criteria)); provided that, (i) the total Borrowing Base Asset Value attributable to all such Investments in Investment Joint Ventures and Assets Under Development shall not exceed 10% of the Borrowing Base at any time (calculated after giving effect to the inclusion of such Investments; it being understood and agreed that any value in excess of 10% of the Borrowing Base shall be disregarded for purposes of calculating the Borrowing Base Asset Value, but only the amount of such excess shall be disregarded) and (ii) the Administrative Agent shall have received a detailed description of the Investment Joint Venture or Asset Under Development, together with a customary due diligence package (such diligence package shall not require an appraisal except to the extent then available to the applicable Credit Party, but shall include, with respect to any Asset Under Development, a construction plan and cost review), that is reasonably acceptable to the Administrative Agent prior to inclusion of such Investment Joint Venture or Asset Under Development in the Borrowing Base; and

(d) for any Qualified Asset owned by the Borrower or any other Credit Party that is a Trophy Asset, the Borrowing Base Asset Value attributable to such Trophy Asset shall be equal to (i) for the first four Fiscal Quarters of ownership of such Trophy Asset, the lesser of (x) the purchase price of such Trophy Asset and (y) the Appraised Value of such Trophy Asset and (ii) thereafter, the Appraised Value of such Trophy Asset through the Term Loan Maturity Date; provided that, the aggregate Borrowing Base Asset Value for all Qualified Assets that are Trophy Assets shall not exceed 20% of the Borrowing Base (calculated after giving effect to the inclusion of such Trophy Assets; it being understood and agreed that any value in excess of 20% of the Borrowing Base shall be disregarded for purposes of calculating the Borrowing Base Asset Value, but only the amount of such excess shall be disregarded).

Notwithstanding anything to the contrary in this definition, with respect to any Investment Joint Venture that becomes a Wholly-Owned Subsidiary of a Credit Party and whose Marina Property or other Real Estate Asset subsequently becomes a Qualified Asset in accordance with Section 7.20, (A) the Net Operating Income of such asset used in calculating the Borrowing Base Asset Value of such asset pursuant to clause (a) of this definition shall be deemed to be the Net Operating Income pertaining to such asset as if the applicable Credit Party owned the entirety of such asset since the first day of the twelve month period most recently ended on such date (as determined by reference to the most recent financial statements delivered to the Administrative Agent on or prior to such date) and (B) the purchase price used to determine the Borrowing Base Asset Value of such asset pursuant to clauses (b) and (d) of this definition shall include both (x) the portion of the purchase price paid by the Credit Party that owns such asset and (y) the portion of the purchase price paid by any other Person party to the Investment Joint Venture.

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“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit 1.2.

“Borrowing Base Coverage Ratio” means, as of any date of determination, the ratio of (a) the Borrowing Base in effect as of such date (as determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent on or prior to such date) to (b) the sum of Total Revolving Outstandings as of such date plus the Outstanding Amount of the Term Loans as of such date.

“Borrowing Base Debt Service Coverage Ratio” means, as of any determination date, the ratio of (a) the aggregate Net Operating Income of all of the Qualified Assets included in the calculation of the Aggregate Borrowing Base Asset Value (as determined by reference to the most recent financial statements delivered to the Administrative Agent on or prior to such date), divided by (b) Implied Debt Service.

“Business Day” means (a) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close, and (b) with respect to all notices, determinations, fundings and payments in connection with the Adjusted LIBOR Rate and Adjusted LIBOR Rate Loans (and in the case of determinations, the Index Rate and Base Rate Loans based on the LIBOR Index Rate), the term “Business Day” means any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capitalization Rate” means 8.0%.

“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, the Issuing Bank or the Swingline Lender, as applicable, as collateral for the Letter of Credit Obligations or Swingline Loans, as applicable, or obligations of Lenders to fund participations in respect thereof, cash or deposit account balances or, if the Administrative Agent, the Issuing Bank or Swingline Lender, as applicable, may agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, Issuing Bank and/or Swingline Lender, as applicable. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means, as of any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government, or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after such date; (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one (1) year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) commercial paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (d) certificates of deposit or bankers’ acceptances maturing within one (1) year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator), and (ii) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $500,000,000, and (iii) has the highest rating obtainable from either S&P or Moody’s.

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“CFC” shall mean a Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code.

“Change in Law” means the occurrence, after the First Amendment Effective Date, 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, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, (ii) 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 and (iii) all requests, rules, guidelines or directives issued by a Governmental Authority in connection with a Lender’s submission or re-submission of a capital plan under 12 C.F.R. § 225.8 or a Governmental Authority’s assessment thereof 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) any Person (other than the Specified Holders) shallthe Sun REIT shall fail to own and control, of record and beneficially, more (on a fully-diluted basis)at least 70% of the aggregate issued and outstanding voting stock (or comparable voting interests) of the Borrower (such interests, interests of the Parent, (b) the Parent shall fail to own and control, of record and beneficially, 70% of the aggregate issued and outstanding voting interests of (i) the Borrower (the “Borrower Voting Interests”) thanand (ii) the Borrower Voting Interests owned and controlled by (i) the AIM Sponsor (to the extent AIM Sponsor owns and controls more Borrower Voting Interests than the Koch Sponsor) or (ii) the Koch Sponsor (to the extent Koch Sponsor owns and controls more Borrower Voting Interests than the AIM Sponsor); or (b) the AIM Sponsor and/or the Koch Sponsor shall individually or collectivelyTRS Pledgor (the “TRS Pledgor Voting Interests”); (c) the Sun REIT shall cease to be the general partner of the Parent by virtue of an amendment to the Parent LP Agreement or otherwise; (d) the Parent shall fail to be able to elect a controlling majority of the board of directors (or equivalent governing body) of each of (i) the Borrower by virtue of an amendment to the Borrower LLC Agreement or otherwise., or otherwise and (ii) the TRS Pledgor by virtue of an amendment to the TRS Pledgor’s Organizational Documents, or otherwise; or (e) the TRS Pledgor shall fail to be able to elect a controlling majority of the board of directors (or equivalent governing body) of the TRS Guarantor by virtue of an amendment to the TRS Guarantor’s Organizational Documents or otherwise.

“Closing Date” means September 14, 2018.

“Co-Syndication Agents” means each of U.S. Bank National Association, SunTrust Bank, Wells Fargo Bank, National Association and Regions Bank, together with their respective successors and assigns.

“Collateral” means the collateral identified in, and at any time covered by, the Collateral Documents.

“Collateral Agent” means as defined in the introductory paragraph hereto, together with its successors and permitted assigns.

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“Collateral Documents” means the Pledge and Security Agreement, and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to the Collateral Agent, for the benefit of the holders of the Obligations, a Lien on any real, personal or mixed property of that Borrower as security for the Obligations.

“Commitment Fee” means as defined in Section 2.10(a).

“Commitments” means the Revolving Commitments and the Term Loan Commitments.

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

“Competitor” means (a) any competitor or an Affiliate of a competitor of the Borrower, the Sun REIT or any Restricted Subsidiary that is in the same or a similar line of business as the Borrower, the Sun REIT or any Restricted Subsidiary designated in writing from time to time by the Borrower to the Administrative Agent and the Lenders (including by posting such notice to the Platform) not less than 2 Business Days prior to the applicable Trade Date and (b) any public or private company that is primarily in the business of owning and operating manufactured home communities and/or recreational vehicle communities and any affiliated entities of Blackstone, Apollo, Brookfield Asset Management, TPG, Stockbridge, GIC and The Carlyle Group that are directly involved in equity investing in, acquiring or operating manufactured home communities and/or recreational vehicle communities; provided that “Competitor” shall exclude any Person that the Borrower has designated as no longer being a “Competitor” by written notice delivered to the Administrative Agent from time to time.

“Competitor List” has the meaning specified in Section 11.5(f).

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit 7.1(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.

“Consolidated Capital Expenditures” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all capital expenditures, as determined in accordance with GAAP; provided, however, that Consolidated Capital Expenditures shall not include (a) expenditures made with proceeds of any Involuntary Disposition to the extent such expenditures are used to purchase property that is the same as or similar to the property subject to such Involuntary Disposition, (b) Permitted Acquisitions or (c) expenditures made with the proceeds of any Asset Sale to the extent that such proceeds are actually reinvested in accordance with the terms of Section 2.11(c)(iii).

“Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to (i) Consolidated Net Income for such period plus (ii) the following to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Charges for such period; (b) the provision for federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period; (c) depreciation and amortization expense for such period; (d) non-cash expenses or losses that are non-recurring for such period; (e) non-cash impairment charges of goodwill, intangibles or other items for such period; (f) to the extent paid in cash, fees and expenses for such period related to any Permitted Acquisition occurring on or after the Closing Date or for acquisitions occurring prior to the Closing Date in such period, (g) costs or expenses for such period that are covered by insurance proceeds, indemnification, or other reimbursement obligations to the extent that proceeds of such insurance, indemnification, or other reimbursement obligations have been received in cash by the Credit Parties; (h) amounts paid prior to the Second Amendment Effective Date pursuant to the Advisory Services Agreement (as defined in this Agreement prior to the Second Amendment Effective Date) as in effect on the Closing Date (as may be amended from time to time in a manner not adverse to the Administrative Agent and

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Lenders) for such period; (i) fees and expenses for such period related to the negotiation, execution, and delivery of this Agreement; (j) fees and expenses for such period incurred after the Closing Date related to the negotiation, execution, and delivery of any amendment or modification of this Agreement (whether or not consummated); (k) fees and expenses for such period related to issuances of Equity Interests, Investments, acquisitions, dispositions and the incurrence, repayment or exchange of Indebtedness permitted to be incurred hereunder (including a refinancing thereof) (in each case, whether or not consummated); (l) costs of appraisals required under or in connection with this Agreement for such period; (m) to the extent covered by insurance (which coverage is actually received or confirmed in writing by the applicable insurance company), lost revenue with respect to business interruptions in such period, (n) non-cash equity compensation expenses for such period, (o) actual, documented, out-of-pocket costs and expenses incurred in pursuing acquisitions that, if consummated, would have constituted Permitted Acquisitions that are not actually consummated, (p) actual, documented, out-of-pocket costs and expenses incurred in pursuing acquisitions on behalf of Unrestricted Subsidiaries and, (q) any non-recurring, non-cash losses during such period (including, without limitation, (x) losses from the sale or exchange of assets and (y) losses from the early extinguishment of Indebtedness or any Swap Agreement of the Borrower and its Subsidiaries), and (r) fees and expenses for such period related to the Sun Closing, including, without limitation, the negotiation, execution and delivery of the Sun Acquisition Documents, minus (iii) non-cash charges previously added back to Consolidated EBITDA to the extent such non-cash charges became cash charges during such period minus (iv) any other non-recurring, non-cash gains during such period (including, without limitation, (x) gains from the sale or exchange of assets and (y) gains from early extinguishment of Indebtedness or Swap Agreements of the Borrower and its Subsidiaries).

“Consolidated EBITDAR” means, for any period, Consolidated EBITDA of the Borrower and its Subsidiaries plus, to the extent deducted in calculating Consolidated Net Income, Consolidated Rent Expense for such period.

“Consolidated Fixed Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) Consolidated Interest Charges for such period paid in cash plus (b) Consolidated Scheduled Funded Debt Payments for such period plus (c) Consolidated Rent Expense for such period, all as determined in accordance with GAAP.

“Consolidated Funded Debt” means Funded Debt of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP.

“Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP plus (c) the implied interest component of Synthetic Leases with respect to such period.

“Consolidated Maintenance Capital Expenditures” means, for any period, the aggregate amount of Consolidated Capital Expenditures expended by the Borrower and its Subsidiaries on a consolidated basis during such period for the maintenance of their capital assets.

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries (excluding extraordinary gains) for such period.

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“Consolidated Post-Distribution Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDAR minus Consolidated Taxes minus management fees paid by the Borrower pursuant to the Advisory Services Agreement minus the amount of Restricted Payments made in cash (other than Refund Distributions, payments made in connection with the acquisition of Equity Interests permitted by Section 8.4(e) and Restricted Payments made in cash pursuant to Section 8.4(g)) made by the Borrower during such period minus the greater of (i) Consolidated Maintenance Capital Expenditures (other than Specified Capital Expenditures) or (ii) 3.00% of total revenue of the Borrower and its Subsidiaries, in each case, for the period of the four Fiscal Quarters most recently ended to (b) Consolidated Fixed Charges for the period of the four Fiscal Quarters most recently ended; provided, however, that if fewer than four (4) Fiscal Quarters have elapsed since the Closing Date, then the relevant measurement period shall begin on the Closing Date. Notwithstanding the foregoing, for purposes of calculating the Consolidated Post-Distribution Fixed Charge Coverage Ratio for the first, second and third Fiscal Quarters ending after the Closing Date, the components of the Consolidated Post-Distribution Fixed Charge Coverage Ratio attributable to (1) Consolidated Interest Charges and (2) Consolidated Scheduled Funded Debt Payments during such period ((1) and (2) collectively, the “Fixed Charges”) shall be annualized during such Fiscal Quarters such that (I) for the calculation of the Consolidated Post-Distribution Fixed Charge Coverage Ratio as of the first Fiscal Quarter ending after the Closing Date, Fixed Charges for the Fiscal Quarter then ending will be multiplied by four (4), (II) for the calculation of the Fixed Charge Coverage Ratio as of the second Fiscal Quarter ending after the Closing Date, Fixed Charges for the two Fiscal Quarter period then ending will be multiplied by two (2) and (III) for the calculation of the Fixed Charge Coverage Ratio as of the third Fiscal Quarter ending after the Closing Date, Fixed Charges for the three Fiscal Quarter period then ending will be multiplied by one and one third (1 1/3).

“Consolidated Pre-Distribution Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDAR minus Consolidated Taxes minus management fees paid by the Borrower pursuant to the Advisory Services Agreement minus the greater of (i) Consolidated Maintenance Capital Expenditures (other than Specified Capital Expenditures) or (ii) 3.00% of total revenue of the Borrower and its Subsidiaries, in each case, for the period of the four Fiscal Quarters most recently ended to (b) Consolidated Fixed Charges for the period of the four Fiscal Quarters most recently ended; provided, however, that if fewer than four (4) Fiscal Quarters have elapsed since the Closing Date, then the relevant measurement period shall begin on the Closing Date. Notwithstanding the foregoing, for purposes of calculating the Consolidated Pre-Distribution Fixed Charge Coverage Ratio for the first, second and third Fiscal Quarters ending after the Closing Date, the Fixed Charges shall be annualized during such Fiscal Quarters such that (I) for the calculation of the Consolidated Pre-Distribution Fixed Charge Coverage Ratio as of the first Fiscal Quarter ending after the Closing Date, Fixed Charges for the Fiscal Quarter then ending will be multiplied by four (4), (II) for the calculation of the Fixed Charge Coverage Ratio as of the second Fiscal Quarter ending after the Closing Date, Fixed Charges for the two Fiscal Quarter period then ending will be multiplied by two (2) and (III) for the calculation of the Fixed Charge Coverage Ratio as of the third Fiscal Quarter ending after the Closing Date, Fixed Charges for the three Fiscal Quarter period then ending will be multiplied by one and one third (1 1/3).

“Consolidated Rent Expense” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the aggregate amount of rent or lease expense paid in cash during such period, as determined in accordance with GAAP.

“Consolidated Scheduled Funded Debt Payments” means for any period for the Borrower and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Debt, as determined in accordance with GAAP. For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period, (b) shall be deemed to include the Attributable Principal Amount in respect of Capital Leases, Securitization Transactions, Sale and Leaseback Transactions and Synthetic Leases and (c) shall not include any voluntary prepayments or mandatory prepayments required pursuant to Section 2.11.

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“Consolidated Taxes” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the aggregate of amount all income taxes, as determined in accordance with GAAP.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is 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.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit 2.8.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement (including all amendments to this Agreement), each Note, any Letter of Credit, the Collateral Documents, any Guarantor Joinder Agreement, the Advisory Fee Subordination Agreement, the Fee Letter, any Auto Borrow Agreement, any document executed and delivered by the Borrower and/or any other Credit Party pursuant to which any Aggregate Revolving Commitments are increased pursuant to Section 2.18 or an additional Term Loan is established pursuant to Section 2.18, and, to the extent evidencing or securing the Obligations and specifically designated as a “Credit Document”, all other documents, instruments or agreements executed and delivered by any Credit Party for the benefit of any Agent, the Issuing Bank or any Lender in connection herewith or therewith, and including for the avoidance of doubt, any Guarantor Joinder Agreement (but specifically excluding any Secured Swap Agreements and Secured Treasury Management Agreements).

“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

“Credit Parties” means, collectively, the Borrower and each Guarantor. For the avoidance of doubt, any Guarantor that becomes an Unrestricted Subsidiary and delivers a fully-executed release, in form and substance satisfactory to the Administrative Agent, shall no longer be a “Credit Party”.

“Cure Amount” means as defined in Section 9.4(b).

“Debtor Relief Laws” means the Bankruptcy Code, 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.

“Debt Transaction” means, with respect to the Borrower or any of its Restricted Subsidiaries, any sale, issuance, placement, assumption or guaranty of Funded Debt, whether or not evidenced by a promissory note or other written evidence of Indebtedness, except for Funded Debt permitted to be incurred pursuant to Section 8.1.

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“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Default Rate” means an interest rate equal to (a) with respect to Obligations other than Adjusted LIBOR Rate Loans (including Base Rate Loans referencing the LIBOR Index Rate) and the Letter of Credit Fee, the Base Rate plus the Applicable Margin, if any, applicable to such Loans plus two percent (2%) per annum, (b) with respect to Adjusted LIBOR Rate Loans (including Base Rate Loans referencing the LIBOR Index Rate), the Adjusted LIBOR Rate plus the Applicable Margin, if any, applicable to Adjusted LIBOR Rate Loans plus two percent (2%) per annum and (c) with respect to the Letter of Credit Fee, the Applicable Margin applicable to Adjusted LIBOR Rate Loans plus two percent (2%) per annum.

“Defaulting Lender” means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower 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 Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the Issuing Bank or the Swingline 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 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 Borrower, to confirm in writing to the Administrative Agent and the Borrower 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 Borrower), 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 shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank, the Swingline Lender and each Lender.

“ Delayed Consent Credit Party” means any Credit Party that holds (including by a leasehold interest) a Delayed Consent Property.

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“ Delayed Consent Property” means any Qualified Asset that is subject to a lease (including any Ground Lease) or other agreement the transfer of which in connection with the Sun Acquisition Agreement requires a consent from the applicable lessor or other third party that has not been received prior to the date of the Sun Closing.

“ Delayed Consent Property Acquisition” has the meaning specified on Schedule V.

“Delayed Consent Properties Disposition” has the meaning specified on Schedule V.

“Disqualified Equity Interest” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provides for the scheduled payment of dividends in cash unless such payments are (in the documentation evidencing such Equity Interests) expressly subject to the Borrower’s or any Subsidiaries’ compliance with this Agreement or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interest that would constitute Disqualified Equity Interest, in each case for clauses (a) through (d) above, prior to the date that is ninety-one (91) days after the latest maturity date in effect for Loans hereunder at the time of issuance of such Equity Interest.

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

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States, any state thereof or the District of Columbia.

“Earn Out Obligations” means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments in cash (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. The amount of any Earn Out Obligations at the time of determination shall be the aggregate amount, if any, of such Earn Out Obligations that are required at such time under GAAP to be recognized as liabilities on the consolidated balance sheet of the Borrower.

“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.

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“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.5(b), subject to any consents and representations, if any as may be required therein. For the avoidance of doubt, any Competitor is subject to Section 11.5(f).

“Environmental Claim” means any known investigation, written notice, notice of violation, written claim, action, suit, proceeding, written demand, abatement order or other written order or directive (conditional or otherwise), by any Person arising (a) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (b) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (c) in connection with any actual or alleged damage, injury, threat or harm to (x) human health or safety (arising from exposure to any Hazardous Materials) or (y) natural resources or the environment.

“Environmental Laws” means any and all current or future federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other written legally enforceable requirements of Governmental Authorities relating to (a) any Hazardous Materials Activity; (b) the generation, use, storage, transportation or disposal of Hazardous Materials; or (c) protection of human health and the environment from pollution, in any manner applicable to any Credit Party or any of its Subsidiaries or their respective Facilities.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Credit 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 into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which Borrower or any Subsidiary assumed liability with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Investors” means the Specified Holders and certain other holders of Equity Interests in the Borrower.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended to the date hereof and from time to time hereafter, any successor statute, and the regulations thereunder.

“ERISA Affiliate” means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (b) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (c) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member.

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“ERISA Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which notice to the PBGC has been waived by regulation); (b) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code), the failure to make by its due date any minimum required contribution or any required installment under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure to make by its due date any required contribution to a Multiemployer Plan; (c) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal from any Pension Plan with two (2) or more contributing sponsors or the termination of any such Pension Plan, in either case resulting in material liability pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition reasonably likely to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of liability pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA, to the extent that such imposition will likely result in a Material Adverse Effect; (g) to the extent that such events are likely to result in a Material Adverse Effect, the withdrawal of any Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan, or the receipt by any Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it is in “critical” or “endangered” status within the meaning of Section 103(f)(2)(G) or ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) the imposition of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Pension Plan, to the extent that such imposition is likely to result in a Material Adverse Effect; (i) the assertion of a material claim (other than routine claims for benefits and funding obligations in the ordinary course) against any Pension Plan other than a Multiemployer Plan or the assets thereof, or against any Person in connection with any Pension Plan such Person sponsors or maintains, to the extent that such assertion is likely to result in a Material Adverse Effect; (j) receipt from the Internal Revenue Service of a final written determination of the failure of any Pension Plan intended to be qualified under Section 401(a) of the Internal Revenue Code to qualify under Section 401(a) of the Internal Revenue Code, or the receipt from the Internal Revenue Service of a written determination of the failure of any trust forming part of any such plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (k) the imposition of a lien pursuant to Section 430(k) of the Internal Revenue Code or pursuant to Section 303(k) or 4068 of ERISA.

“Estimated Qualified Asset Closing Date” means as defined in Section 7.20(h).

“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” means each of the conditions or events set forth in Section 9.1.

“Event of Loss” means, with respect to any Qualified Asset, any of the following: (a) any loss or destruction of, or damage to, all or any of such Qualified Asset that (x) results in a loss on a pro forma basis (giving effect to any such loss) of Net Operating Income of 50% or more compared to the Net Operating Income prior to any such event and (y) renders such Qualified Asset non-operational in any material respect for a period of ninety (90) consecutive days or (b) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise of such Qualified Asset, or confiscation of such Qualified Asset or the requisition of such Qualified Asset by a Governmental Authority or any Person having the power of eminent domain, or any voluntary transfer of such Qualified Asset or any material portion thereof

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in lieu of any such condemnation, seizure or taking, in each case, (x) results in a loss on a pro forma basis (giving effect to any such event or loss) of Net Operating Income of 50% or more compared to the Net Operating Income prior to any such event and (y) renders such Qualified Asset non-operational in any material respect for a period of ninety (90) consecutive days.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Excluded Accounts” means (a) deposit and/or securities accounts the balance of which consists exclusively of (i) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Borrower to be paid to the IRS or state or local government agencies within the following two months with respect to employees of any of the Credit Parties or (ii) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of one or more Credit Parties, (b) all segregated deposit and/or securities accounts established as and constituting (and the balance of which consists solely of funds set aside in connection with) taxes accounts, payroll accounts and trust accounts, (c) any deposit and/or securities account maintained in a jurisdiction outside of the United States and (d) any inactive deposit and/or securities accounts for so long as such accounts are inactive.

“Excluded Property” means, with respect to the Borrower and each other Credit Party, including any Person that becomes a Credit Party after the Closing Date as contemplated by Section 7.14, (a) any Excluded Account, (b) any owned or leased Real Estate Asset, (c) any personal property (including, without limitation, motor vehicles) in respect of which perfection of a Lien is not (i) governed by the UCC or (ii) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (d) the Equity Interests of any direct Foreign Subsidiary of the Borrower or any other Credit Party to the extent not required to be pledged to secure the Obligations pursuant to Section 7.12(a), (e) any property which, subject to the terms of Section 8.3, is subject to a Lien of the type described in Section 8.2(m) pursuant to documents which prohibit the Borrower from granting any other Liens in such property, (f) any property to the extent that the grant of a security interest therein would violate Applicable Laws, require a consent not obtained of any Governmental Authority, or constitute a breach of or default under, or result in the termination of or require a consent not obtained under, any contract, lease, license or other agreement evidencing or giving rise to such property, or result in the invalidation thereof or provide any party thereto with a right of termination (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the applicable UCC or any other Applicable Law or principles of equity), (g) any certificates, licenses and other authorizations issued by any Governmental Authority to the extent that Applicable Laws prohibit the granting of a security interest therein, (h) the Equity Interests of any Unrestricted Subsidiary, (i) any real property of SHM Cabrillo Isle, LLC, the ground lease relating to the property located at 1450 Harbor Island Drive, San Diego, California 92101 or the Equity Interests of SHM Cabrillo Isle, LLC, in each case, to the extent the grant of a Lien on, a security interest in or the pledge of such assets requires the consent of the lessor under any ground lease relating to the property located at 1450 Harbor Island Drive, San Diego, California 92101; provided that, the foregoing shall not affect the inclusion of such Marina Property in the Borrowing Base to the extent such property otherwise qualifies as a “Qualified Asset” and SHM Cabrillo Isle, LLC remains a Guarantor hereunder and (j) any proceeds and products of any and all of the foregoing excluded property described in clauses (a) through (i) above only to the extent such proceeds and products would constitute property or assets of the type described in clauses (a) through (i) above; provided, however, that the security interest granted to the Collateral Agent under the Pledge and Security Agreement or any other Credit Document shall attach immediately to any asset of any Obligor (as defined in the Pledge and Security Agreement) at such time as such asset ceases to meet any of the criteria for “Excluded Property” described in any of the foregoing clauses (a) through (j) above.

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“Excluded Subsidiary” means any Subsidiary of the Borrower that is (a) a Foreign Subsidiary, (b) an Unrestricted Subsidiary, (c) a FSHCO, (d) not a Wholly-Owned Subsidiary of the Borrower or one or more of its Wholly-Owned Restricted Subsidiaries, (e) an Immaterial Subsidiary that is designated as such by the Borrower in a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent, (f) established or created pursuant to Section 8.6(j) and meeting the requirements of the proviso thereto; provided that such Subsidiary shall only be an Excluded Subsidiary for the period immediately prior to such acquisition, (g) prohibited by applicable law, rule or regulation from guaranteeing the credit facilities established hereunder, or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee in each case, unless, such consent, approval, license or authorization has been received (but without obligation to seek the same), in each case so long as the Administrative Agent shall have received a certification from the Borrower’s general counsel or an Authorized Officer of the Borrower as to the existence of such prohibition or consent, approval, license or authorization requirement, (h) prohibited from guaranteeing the Obligations by any contractual obligation in existence (x) on the Closing Date or (y) at the time of the acquisition of such Subsidiary after the Closing Date (to the extent such prohibition was not entered into in contemplation of such acquisition), (i) a Subsidiary with respect to which a guarantee by it of the Obligations would result in a material adverse tax consequence to the Borrower or the Restricted Subsidiaries, as reasonably determined by the Borrower in consultation with the Administrative Agent, (j) a not-for-profit Subsidiary, (k) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of guaranteeing the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (l) any Subsidiary regulated as an insurance company and (m) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC or a FSHCO; provided that, notwithstanding the above, if a Subsidiary executes this Agreement as a “Guarantor” then it shall not constitute an “Excluded Subsidiary” (unless released from its obligations under the Guaranty as a “Guarantor” in accordance with the terms hereof).

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant under a Credit Document by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.8 hereof and any and all guarantees of such Guarantor’s Swap Obligations by other Credit Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Agreement, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Agreements for which such Guaranty or security interest becomes illegal.

“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 by the jurisdiction (or any political subdivision thereof) under the laws of which such Recipient is organized, in which it has its principal office or, in the case of any Lender, in which its applicable lending office is located 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 Borrower under Section 2.17) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.3, 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 3.3(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

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“Existing Credit Agreements” means (i) the SHM Credit Agreement, (ii) that certain Amended and Restated Credit Agreement (as amended, restated, supplemented, replaced or otherwise modified from time to time), dated as of February 16, 2017, by and among SHM Ventura Isle, LLC, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent and collateral agent and (iii) that certain Credit Agreement (as amended, restated, supplemented, replaced or otherwise modified from time to time), dated as of April 21, 2016, by and among SHM Cabrillo Isle, LLC, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent and collateral agent.

“Existing Letter of Credit” means each of the letters of credit described by applicant, date of issuance, letter of credit number, amount, beneficiary and the date of expiry on Schedule II.

“Existing Term Facility” means as defined in Section 2.18(c)(vii).

“Extension Option” means as defined in Section 2.19.

“Facility” means any real property including all buildings, fixtures or other improvements located on such real property now, hereafter or heretofore owned, leased, operated or used by the Borrower or any of its Subsidiaries or any of their respective predecessors.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue 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 Internal Revenue Code.

“Federal Funds Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher one one-hundredth of one percent (1/100 of 1%)) 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, (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 charged to Citizens Bank, N.A. or any other Lender selected by the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means that certain letter agreement dated September 13, 2019 between the Borrower and Citizens Bank, N.A.

“Financial Covenant Calculation Certificate” means a certificate in the form of Exhibit 1.6 (or other writing in form and substance satisfactory to the Administrative Agent) from an Authorized Officer of the Borrower.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989.

“First Amendment” means that certain First Amendment, dated as of the First Amendment Effective Date, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto, and CITIZENS BANK, N.A., as Administrative Agent and Collateral Agent.

“First Amendment Effective Date” means October 11, 2019.

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“First Amendment Term Loan” means as defined in Section 2.1(c).

“First Amendment Term Loan Commitment” means, for each Lender, the commitment of such Lender to make a portion of the First Amendment Term Loan hereunder. The First Amendment Term Loan Commitment of each Lender as of the First Amendment Effective Date is set forth on Appendix A. The aggregate principal amount of the First Amendment Term Loan Commitments of all of the Lenders as in effect on the First Amendment Effective Date is FIVE HUNDRED MILLION DOLLARS ($500,000,000).

“First Amendment Term Loan Commitment Percentage” means, for each Lender, a fraction (expressed as a percentage carried to the ninth decimal place), (a) the numerator of which is the outstanding principal amount of such Lender’s portion of the First Amendment Term Loan, and (b) the denominator of which is the aggregate outstanding principal amount of the First Amendment Term Loan. The initial First Amendment Term Loan Commitment Percentage of each Lender as of the First Amendment Effective Date is set forth on Appendix A.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries ending on December 31 of each calendar year.

“Fixed Charges” means as defined in the definition of “Consolidated Post-Distribution Fixed Charge Coverage Ratio”.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s Revolving Commitment Percentage of the outstanding Letter of Credit Obligations with respect to Letters of Credit issued by the Issuing Bank other than Letter of Credit Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Commitment Percentage of outstanding Swingline Loans made by the Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“FSHCO” shall mean any Domestic Subsidiary that has no material assets other than Equity Interests in one or more Foreign Subsidiaries that are CFCs.

“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.

“Funded Debt” 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) all obligations for borrowed money, whether current or long-term (including the Obligations hereunder), all obligations evidenced by bonds (excluding surety bonds), debentures, notes, loan agreements or other similar instruments;

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(b) all obligations in respect of purchase money Indebtedness and the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than sixty (60) days after the date on which such trade account payable was created), but excluding any Earn Out Obligations;

(c) all obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including bank guaranties);

(d) the Attributable Principal Amount of Capital Leases, Synthetic Leases, Sale and Leaseback Transactions and Securitization Transactions;

(e) all Disqualified Equity Interests;

(f) all Funded Debt described above of others secured by (or for which the holder of such Funded Debt has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed;

(g) all Guarantees in respect of Funded Debt described above of another Person; and

(h) Funded Debt described above of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.

For purposes hereof, the amount of Funded Debt shall be determined (x) based on the outstanding principal amount in the case of borrowed money indebtedness under clause (a) and purchase money Indebtedness and the deferred purchase obligations under clause (b), (y) based on the maximum amount available to be drawn in the case of letter of credit obligations and the other obligations under clause (c), and (z) based on the amount of Funded Debt that is the subject of the Guarantees in the case of Guarantees under clause (g).

“Funding Notice” means a notice substantially in the form of Exhibit 2.1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, accounting principles generally accepted in the United States in effect as of the date of determination thereof.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“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 and any group or body charged with setting financial accounting or regulatory capital rules or standards).

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Ground Lease” means, at any time, a ground lease under which a Credit Party or any Subsidiary thereof is the lessee.

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“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” means as defined in Section 4.1.

“Guarantor Joinder Agreement” means a guarantor joinder agreement substantially in the form of Exhibit 7.14 delivered by a Domestic Subsidiary of the Borrower pursuant to Section 7.14.

“Guarantors” means (a) as of the Closing Date, each Person identified as a “Guarantor” on the signature pages hereto, (b) each other Person (other than an Excluded Subsidiary) that joins as a Guarantor pursuant to Section 7.14, (c) with respect to (i) Secured Swap Obligations, (ii) Secured Treasury Management Obligations, and (iii) Swap Obligations of a Specified Credit Party (determined before giving effect to Sections 4.1 and 4.8) under the Guaranty hereunder, the Borrower, and (d) their successors and permitted assigns.

“Guaranty” means the Guarantee made by the Guarantors in favor of the Administrative Agent, the Lenders and the other holders of the Obligations pursuant to Section 4.

“Hazardous Materials” means any hazardous substances defined by the Comprehensive Environmental Response Compensation and Liability Act, 42 USCA 9601, et. seq., as amended (“CERCLA”), including any hazardous waste as defined under 40 C.F.R. Parts 260-270, gasoline or petroleum (including crude oil or any fraction thereof), asbestos or polychlorinated biphenyls.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under Applicable Laws relating to any Lender which are currently in effect or, to the extent allowed under such Applicable Laws, which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than Applicable Laws now allow.

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“Immaterial Subsidiary” shall mean any Restricted Subsidiary of the Borrower that, as of the date of the most recent financial statements required to be delivered pursuant to Section 7.1(a) or (b), has, when taken together with all other Immaterial Subsidiaries, revenues for the period of four consecutive fiscal quarters ending on such date of less than 5.0% of the combined revenues of the Borrower and its Restricted Subsidiaries for such period.

“Implied Debt Service” shall mean, on any date of determination, an amount equal to the annual principal and interest payment on a loan in an amount equal to the then aggregate outstanding principal amount of the Loans with interest accruing at an interest rate based on the greatest of (a) the then current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination plus 2.00%, plus principal amortizing on a mortgage-style principal amortization schedule with monthly payments over a twenty five (25) year period, (b) the actual interest rate applicable to the Loans as of the last day of the most recent Fiscal Quarter, plus principal amortizing on a mortgage-style principal amortization schedule with monthly payments over a twenty five (25) year period, and (c) a fixed rate of eight percent (8.00%) per annum. The determination of the Implied Debt Service and the components thereof shall be determined by the Borrower in good faith.

“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) all Funded Debt;

(b) all Earn Out Obligations (other than any Earn Out Obligations to the extent payable in Equity Interests of the Borrower) recognized as a liability on the balance sheet of the Borrower and its Subsidiaries in accordance with GAAP;

(c) net obligations under any Swap Agreement;

(d) all Guarantees in respect of Indebtedness of another Person; and

(e) all Indebtedness of the types referred to in clauses (a) through (c) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.

For purposes hereof, the amount of Indebtedness shall be determined based on Swap Termination Value in the case of net obligations under any Swap Agreement under clause (c).

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

“Indemnitee” means as defined in Section 11.2(b).

“Index Rate” means, for any Index Rate Determination Date with respect to any Base Rate Loans determined by reference to the Index Rate, the rate per annum (rounded upward, if necessary, to the next whole multiple of thirty-second of one percent (1/32 of 1%)) equal to the offered rate for deposits of Dollars for a term coextensive with the designated Interest Period which the ICE Benchmark Administration (or any successor administrator of LIBOR rates) fixes as its LIBOR rate as of 11:00 a.m. London time on the day which is two London Banking Days prior to the beginning of such LIBOR Interest Period. If such day is not a London Banking Day, the Index Rate shall be determined on the next preceding day which is a

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London Banking Day. If for any reason the Administrative Agent cannot determine such offered rate fixed by the then current administrator of LIBOR rates, the Administrative Agent may, in its sole but reasonable discretion, use an alternative method to select a rate calculated by the Administrative Agent to reflect its cost of funds. Notwithstanding anything contained herein to the contrary, the Index Rate shall not be less than zero.

“Index Rate Determination Date” means the Closing Date and the first Business Day of each calendar month thereafter; provided, however, that, solely for purposes of the definition of Base Rate, Index Rate Determination Date means the date of determination of the Base Rate.

“Initial Term Loan” means as defined in Section 2.1(b).

“Initial Term Loan Commitment” means, for each Lender, the commitment of such Lender to make a portion of the Initial Term Loan hereunder. The Initial Term Loan Commitment of each Lender as of the Closing Date is set forth on Appendix A. The aggregate principal amount of the Initial Term Loan Commitments of all of the Lenders as in effect on the Closing Date is THREE HUNDRED AND FIFTY MILLION DOLLARS ($350,000,000).

“Initial Term Loan Commitment Percentage” means, for each Lender, a fraction (expressed as a percentage carried to the ninth decimal place), (a) the numerator of which is the outstanding principal amount of such Lender’s portion of the Initial Term Loan, and (b) the denominator of which is the aggregate outstanding principal amount of the Initial Term Loan. The initial Initial Term Loan Commitment Percentage of each Lender as of the Closing Date is set forth on Appendix A.

“Intellectual Property” means all trademarks, service marks, trade names, copyrights, patents, patent rights, franchises related to intellectual property, licenses related to intellectual property and other intellectual property rights.

“Interest Payment Date” means with respect to (a) any Base Rate Loan and any Swingline Loan, the last Business Day of each calendar quarter, commencing on December 31, 2018 and the final maturity date of such Loan; and (b) any Adjusted LIBOR Rate Loan, the last day of each Interest Period applicable to such Loan; provided, in the case of each Interest Period of longer than three (3) months “Interest Payment Date” shall also include each date that is three (3) months, or an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period” means, in connection with an Adjusted LIBOR Rate Loan, an interest period of one (1), two (2), three (3) or six (6) months, or upon the consent of all applicable Lenders, such other period that is twelve (12) months or less, in each case subject to availability, as selected by the Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (a) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (b) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (i) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately 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, subject to clause (iv) of this definition, end on the last Business Day of a calendar month; (iii) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date and (iv) no Interest Period with respect to any Term Loan shall extend beyond any principal amortization payment date, except to the extent that the portion of such Term Loan comprised of Adjusted LIBOR Rate Loans that is expiring prior to the applicable principal amortization payment date plus the portion comprised of Base Rate Loans equals or

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exceeds the principal amortization payment then due; provided, further, that to the extent the Borrower has elected to borrow LIBOR Loans on the First Amendment Effective Date, the Interest Period may, at the election of the Borrower and with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), have a different duration (it being understood that any such Interest Period will be calculated based on the next longest Interest Period referred to above), such that such Interest Period will end on October 31, 2019.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two (2) Business Days prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986.1986, as amended.

“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 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) an Acquisition. 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.

“Investment Joint Venture” shall mean any joint venture organized as a corporation, partnership, limited liability company, association or other corporate entity of any Credit Party, in each case, to the extent formed or acquired utilizing amounts permitted to be invested pursuant to Section 8.6(m). As of the First Amendment Effective Date, all Investment Joint Ventures are set forth on Schedule IV.

“Involuntary Disposition” means the receipt by the Borrower or any of its Restricted Subsidiaries of any cash insurance proceeds or condemnation awards payable by reason of theft, property loss, physical property destruction or damage, taking or similar event with respect to any of its Property, and that relate to events occurring on or after the date on which the Borrower or any of its Restricted Subsidiaries, as the case may be, acquires an interest in the property subject to such theft, loss, or destruction.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit).

“Issuance Notice” means an Issuance Notice substantially in the form of Exhibit 2.3.

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Issuing Bank and the Borrower (or any Restricted Subsidiary) or in favor of the Issuing Bank and relating to such Letter of Credit.

“Issuing Bank” means, as the context may require, (a) with respect to any Existing Letter of Credit, Citizens Bank, N.A. or Regions Bank and (b) with respect to all other Letters of Credit, Citizens Bank, N.A., and/or any Lender or an Affiliate thereof or a bank or other legally authorized Person, in each case, reasonably acceptable to the Administrative Agent and the Borrower, in such Person’s capacity as an issuer of Letters of Credit hereunder.

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“Koch Sponsor” means Koch Poseidon Investments, LLC or any other entity that is directly or indirectly controlled by Koch Industries, Inc.

“Lead Arrangers” means Citizens Bank, N.A., U.S. Bank National Association, Regions Capital Markets, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, in their respective capacities as joint lead arrangers and joint book runners.

“Lender” means each financial institution with a Term Loan Commitment or a Revolving Commitment, together with its successors and permitted assigns. The initial Lenders are identified on the signature pages hereto and are set forth on Appendix A.

“Letter of Credit” means (a) any standby letter of credit issued hereunder and (b) any Existing Letter of Credit, in each case, as such letter of credit may be amended, modified, extended, renewed or replaced from time to time in accordance with the terms of this Agreement.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Bank.

“Letter of Credit Borrowing” means any Credit Extension resulting from a drawing under any Letter of Credit that has not been reimbursed or refinanced as a Borrowing of Revolving Loans.

“Letter of Credit Fees” means as defined in Section 2.10(b)(i).

“Letter of Credit Obligations” means, at any time, the sum of (a) the maximum amount available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referenced therein, plus (b) the aggregate amount of all drawings under Letters of Credit that have not been reimbursed by the Borrower, including Letter of Credit Borrowings. For all purposes of this Agreement, (i) amounts available to be drawn under Letters of Credit will be calculated as provided in Section 1.3(i), and (ii) if a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Letter of Credit Sublimit” means, as of any date of determination, the lesser of (a) FIFTY MILLION DOLLARS ($50,000,000) and (b) the aggregate unused amount of the Revolving Commitments then in effect.

“LIBOR” means the London Interbank Offered Rate.

“LIBOR Index Rate” means, for any Index Rate Determination Date, the rate per annum obtained by dividing (a) the Index Rate by (b) an amount equal to (i) one, minus (ii) the Applicable Reserve Requirement.

“LIBOR Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate or LIBOR Index Rate (including a Base Rate Loan referencing the LIBOR Index Rate), as applicable.

“LIBOR Successor Rate” has the meaning specified in Section 3.1(a)(ii).

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“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 and yield protection matters as may be appropriate, in the reasonable discretion of the Administrative Agent (in consultation with the Borrower), to reflect the implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with then-prevailing market practice (or, if the Administrative Agent determines that implementation 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 the Administrative Agent reasonably determines in consultation with the Borrower).

“Lien” means (a) any lien, mortgage, pledge, collateral assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease, occupancy agreement or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing, and (b) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Loan” means any Revolving Loan, Swingline Loan or Term Loan, and the Base Rate Loans and Adjusted LIBOR Rate Loans comprising such Loans.

“London Banking Day” means a day on which dealings in US dollars deposits are transacted in the London interbank market.

“Margin Stock” means as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Marina Property” means each marina asset or marina-related asset owned by the Borrower or its Subsidiaries or acquired by the Borrower or Subsidiary in a transaction permitted by this Agreement.

“Master Agreement” means as defined in the definition of “Swap Agreement”.

“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 financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any of the Credit Documents, or of the ability of the Borrower or any Guarantor to perform its obligations under any Credit Document to which it is a party or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or any Guarantor of any Credit Document to which it is a party.

“Material Contract” means any Contractual Obligation to which the Borrower or any of its Restricted Subsidiaries, or any of their respective assets, are bound (other than those evidenced by the Credit Documents) for which breach, non-performance, cancellation or failure to renew would reasonably be expected to have a Material Adverse Effect.

“Material Disposition” means any disposition or series of related dispositions with respect to any Qualified Asset or Qualified Assets that yields gross proceeds to the Borrower or any Credit Party in excess of $10,000,000 or that causes such Qualified Asset or Qualified Assets to cease to meet any of the Qualified Asset Criteria.

“Material Lease” means any lease by the Borrower or a Subsidiary, as lessor, with a Tenant, as lessee, which (a) demises 20,000 rentable square feet or more of space within any buildings or other improvements on any Real Estate Asset, (b) has a remaining term, at the time of determination, of five years or more (including any renewals or options for renewal), and (c) has an annual fixed rent of at least $200,000

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for each year of the term. For purposes of determining whether a lease with a Tenant is a Material Lease, the rentable square footage of the buildings and/or other improvements leased by the Tenant shall be included in the above-referenced calculation and not the surface land area to be leased pursuant to such lease.

“Minimum Borrowing Base Asset Value Condition” means as defined in Section 7.21(b).

“Minimum Qualified Assets Condition” means as defined in Section 7.21(a).

“MNPI” means, with respect to any Person, information and documentation that is (a) of a type that would not be publicly available (and could not be derived from publicly available information) if such Person and its Subsidiaries were public reporting companies and (b) if such Person and its Subsidiaries were public reporting companies, material with respect to such Person, its Subsidiaries or the respective securities of such Person and its Subsidiaries for purposes of United States Federal and state securities laws, in each case, assuming such laws were applicable to such Person and its Subsidiaries.

“Moody’s” means Moody’s Investor Services, Inc., together with its successors.

“Multiemployer Plan” means any “multiemployer plan” as defined in Section 3(37) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed to by, any Credit Party or any of its ERISA Affiliates or with respect to which any Credit Party or any of its ERISA Affiliates previously sponsored, maintained or contributed to or was required to contributed to, and still has liability.

“Negative Pledge” a provision of any document, instrument or agreement (including any governing or organizational document), other than this Agreement or any other Credit Document, that prohibits, restricts or limits, or purports to prohibit, restrict or limit, the creation or assumption of any Lien on any assets of a Person as security for the Indebtedness of such Person or any other Person; provided, however, that (a) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge and (b) customary contractual restrictions in a lease (including Ground Leases) relating to the granting of a Lien on the applicable leasehold interest or leased property shall not constitute a Negative Pledge.

“Net Cash Proceeds” means the aggregate proceeds paid in cash or Cash Equivalents received by the Borrower or any of its Restricted Subsidiaries in connection with any Asset Sale, Involuntary Disposition, Debt Transaction, or Securitization Transaction, net of (a) direct costs incurred or estimated costs for which reserves are maintained, in connection therewith (including legal, accounting and investment banking and consulting fees and expenses, sales commissions and underwriting discounts); (b) estimated taxes paid or payable (including sales, use, transfer or other transactional taxes and any net marginal increase in income taxes) as a result thereof; and (c) the amount required to retire any Indebtedness secured by a Permitted Lien on the related property. For purposes hereof, “Net Cash Proceeds” includes any cash or Cash Equivalents received upon the disposition of any non-cash consideration received by the Borrower or any of its Restricted Subsidiaries in any Asset Sale, Involuntary Disposition, Debt Transaction, or Securitization Transaction.

“Net Operating Income” means, for any period, for any Marina Property or other Real Estate Asset, the sum of the following (without duplication and determined on a consistent basis with prior periods, including on a consistent basis with the financial statements of the Borrower and its Subsidiaries delivered to the Lead Arrangers prior to the Closing Date): (a) rents and other revenues received or earned in the ordinary course of business (including, without limitation, revenue received or earned in respect of service

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and repair of marine vessels, cabin and boat rentals, brokerage and referral fees, commercial lease income, retail sales, fuel sales, restaurant sales, and other property related use fees or income) from or in connection with such Marina Property or other Real Estate Asset (including proceeds of rent loss (but not in excess of the rent otherwise payable) or business interruption insurance but excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent) minus (b) all expenses paid (excluding interest expense, income taxes, depreciation and amortization (for the avoidance of doubt including any capital expenditures), audit costs, software and technology costs, non-cash expenses and other corporate-level marketing, legal and professional fees, but including an appropriate accrual for expenses related to the ownership, operation or maintenance of such Marina Property or other Real Estate Asset during the relevant period (including but not limited to property taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, local marketing expenses, and general and other property-level administrative expenses (including property-level legal, accounting, advertising, marketing and other expenses incurred in connection with such Marina Property or other Real Estate Asset, but specifically excluding general corporate-level overhead expenses of the Borrower or any Subsidiary and any property management fees)). For purposes of calculating the Borrowing Base Debt Service Coverage Ratio, the Net Operating Income of any Qualified Asset owned by the Borrower or any other Credit Party for less than one year shall be the underwritten net operating income of such Qualified Asset, as reasonably determined by the Borrower in consultation with the Administrative Agent, for the first year of ownership of such Qualified Asset.

“Non-Consenting Lender” means as defined in Section 2.17.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” means a Revolving Loan Note, a Swingline Note or a Term Loan Note.

“Obligations” means all obligations, indebtedness and other liabilities of every nature of each Credit Party from time to time owed to the Agents (including former Agents), the Issuing Bank, the Lenders (including former Lenders in their capacity as such) or any of them, the Qualifying Swap Banks and the Qualifying Treasury Management Banks, under any Credit Document, Secured Swap Agreement or Secured Treasury Management Agreement, together with all renewals, extensions, modifications or refinancings of any of the foregoing, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Swap Agreements, fees, expenses, indemnification or otherwise; provided, however, that the “Obligations” of a Credit Party shall exclude any Excluded Swap Obligations with respect to such Credit Party. Notwithstanding anything to the contrary contained above, (x) obligations of any Credit Party under any Secured Swap Agreement or any Secured Treasury Management Agreement shall be secured and guaranteed pursuant to the Credit Documents only to the extent that, and for so long as, the Obligations (other than any Obligations with respect to any Secured Swap Agreements and any Secured Treasury Management Agreements) are so secured and guaranteed and (y) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under any Secured Swap Agreement or any Secured Treasury Management Agreement.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“OP Units” means units of limited partnership interest in the operating partnership of any real estate investment trust.

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“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (b) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (c) with respect to any general partnership, its partnership agreement, as amended, and (d) with respect to any limited liability company, its articles of organization, certificate of formation or comparable documents, as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement or any other Credit 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.

“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 Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” means any and 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 Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.17).

“Outstanding Amount” means (a) with respect to Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Revolving Loans and Swingline Loans, as the case may be, occurring on such date; (b) with respect to any Letter of Credit Obligations on any date, the aggregate outstanding amount of such Letter of Credit Obligations on such date after giving effect to any Credit Extension of a Letter of Credit occurring on such date and any other changes in the amount of the Letter of Credit Obligations as of such date, including as a result of any reimbursements by the Borrower of any drawing under any Letter of Credit; and (c) with respect to any Term Loan on any date, the aggregate outstanding principal amount thereof after giving effect to any prepayments or repayments of such Term Loan on such date.

“Parent” means Sun Communities Operating Limited Partnership, a Michigan limited partnership.

“Parent LP Agreement” means that certain Fourth Amended and Restated Agreement of Limited Partnership of Sun Communities Operating Limited Partnership, dated January 31, 2019, as amended, as in effect on the Second Amendment Effective Date.

“ Participant” means as defined in Section 11.5(d).

“Participant Register” means as defined in Section 11.5(d).

“Patriot Act” means as defined in Section 6.15(f).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA and which is sponsored, maintained or contributed to by, or required to be contributed to by, any Credit Party or any of its ERISA Affiliates or with respect to which any Credit Party or any of its ERISA Affiliates previously sponsored, maintained or contributed to, or was required to contribute to, and still has liability.

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“Permitted Acquisition” means any Acquisition that satisfies the following conditions:

(a) the Property acquired (or the Property of the Person acquired) in such Acquisition is a business or is used or useful in a business permitted under Section 8.15;

(b) in the case of an Acquisition of the Equity Interests, (i) the board of directors (or other comparable governing body) of such other Person shall have approved the Acquisition and (ii) such Person shall be organized and existing under the laws of any state of the United States or the District of Columbia;

(c) solely to the extent that the total consideration for such Acquisition is greater than $20,000,000, the Borrower shall have delivered to the Administrative Agent not less than five (5) Business Days (or such shorter period of time agreed to by the Administrative Agent) nor more than ninety (90) days prior to the date of such Acquisition, (i) notice of such Acquisition, (ii) a statement executed by the Borrower (supported by reasonable detail) setting forth the total cash and non-cash consideration to be paid or incurred in connection with the proposed Acquisition, accompanied by (A) a statement setting forth a calculation of the ratio in Section 8.8(a) and (B) such other information as the Administrative Agent or the Lenders shall reasonably request and (iii) copies of all material documents relating to such Acquisition (including the acquisition agreement and any related document) in each case in final or substantially final form, and reasonably available historical financial information (including income statements, balance sheets and cash flows) covering at least three (3) complete Fiscal Years of the acquisition target, if reasonably available, prior to the effective date of the Acquisition or the entire credit history of the acquisition target, whichever period is shorter, in each case in form and detail reasonably satisfactory to the Administrative Agent; and

(d) (i) no Default or Event of Default shall exist and be continuing immediately before or immediately after giving effect thereto and (ii) solely to the extent that the total consideration for such Acquisition is greater than $20,000,000, at least five (5) Business Days prior to the consummation of such Acquisition, an Authorized Officer of the Borrower shall provide a compliance certificate, in form and detail reasonably satisfactory to the Administrative Agent, affirming compliance with each of the items set forth in clauses (a), (b) and (c) hereof.

“Permitted Liens” means each of the Liens permitted pursuant to Section 8.2.

“Permitted Refinancing” means any extension, renewal or replacement of any existing Indebtedness so long as any such renewal, refinancing and extension of such Indebtedness (a) has market terms and conditions, (b) has an average life to maturity that is equal to or greater than that of the Indebtedness being extended, renewed or refinanced, (c) does not include an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (d) remains subordinated, if the Indebtedness being refinanced or extended was subordinated to the prior payment of the Obligations, such extended, renewed or refinanced Indebtedness, (e) does not exceed in a principal amount the Indebtedness being renewed, extended or refinanced plus accrued interest, premiums, fees and expenses (including any original issue discount and upfront fees) incurred in connection therewith, and (f) is not incurred, created or assumed, if any Default or Event of Default has occurred and continues to exist or would result therefrom.

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“Permitted REIT Disposition” means the disposition to a real estate investment trust of all or any portion of the Equity Interests in any Guarantor that owns any Marina Property or other Real Estate Asset in exchange for cash and/or OP Units in such real estate investment trust’s operating partnership (directly or indirectly) and where the Borrower or any other Credit Party retains control of the operations of such Marina Property or Real Estate Asset, as applicable.

“Permitted Subordinated Indebtedness” means any unsecured Indebtedness of the Borrower or any Subsidiary that (a) is expressly subordinated to the prior payment in full in cash of all of the Obligations on terms and conditions reasonably acceptable to the Administrative Agent, (b) has a maturity date no earlier than the date that is ninety-one (91) days after the latest maturity date of any then existing Term Loan, (c) has no scheduled amortization or payment of principal or payment of cash interest prior to the date that is ninety-one (91) days after the latest maturity date of any then existing Term Loan and (d) has no financial covenants and has other terms and conditions applicable to it that, when taken as a whole, are not materially less favorable to the Credit Parties or any of their respective Subsidiaries than, and are not more restrictive than, the terms, covenants and/or default provisions contained in the Credit Documents and are otherwise reasonably acceptable to the Administrative Agent.

“Permitted Tax Distributions” means, for such period that the Borrower is treated as a pass-through entity under the Code, cash dividends or distributions made to the holders of the Borrower’s Equity Interests not to exceed the amount necessary to provide such holders with funds to pay, at the highest applicable marginal Tax rate for any holder, any federal, state or local income Taxes for the current period as a result of the items of income, gain, loss and deduction of the Borrower allocated to such holders.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” has the meaning specified in Section 11.5(f).

“Platform” means as defined in Section 11.1(d).

“Pledge and Security Agreement” means the Pledge and Security Agreement dated as of the Closing Date given by the Credit Parties, as pledgors, to the Collateral Agent for the benefit of the holders of the Obligations (as defined therein), and any other pledge agreements or security agreements that may be given by any Person pursuant to the terms hereof, in each case as the same may be amended and modified from time to time.

“Prime Rate” means the per annum rate which the Administrative Agent publicly announces from time to time to be its prime lending rate, as in effect from time to time. The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate charged to customers.

“Principal Office” means, for the Administrative Agent, the Swingline Lender and the Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office as it may from time to time designate in writing to the Borrower and each Lender.

“Pro Forma Basis” means, for purposes of calculating the financial covenants set forth in Section 8.8 (other than the Consolidated Pre-Distribution Fixed Charge Coverage Ratio and, subject to the last sentence of this definition, the Consolidated Post-Distribution Fixed Charge Coverage Ratio) that any Asset Sale, Material Disposition, Involuntary Disposition, Acquisition, increase in the Aggregate Revolving Commitments or establishment of an additional Term Loan pursuant to Section 2.18 or Restricted Payment, or any other transaction subject to calculation on a Pro Forma Basis as indicated herein, shall be deemed to

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have occurred as of the first day of the most recent four Fiscal Quarter period preceding the date of such transaction for which the Borrower was required to deliver financial statements pursuant to Section 7.1(a) or (b). In connection with the foregoing, (i) with respect to any Asset Sale or Involuntary Disposition, income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) with respect to any Acquisition, income statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.1 and (B) such items are supported by financial statements or other information satisfactory to the Administrative Agent. Notwithstanding the foregoing, it is understood and agreed that the calculation of the Consolidated Post-Distribution Fixed Charge Coverage Ratio for purposes of Section 8.4(fe) only shall be made on a Pro Forma Basis solely with respect to (a) any Restricted Payment to be made pursuant to such Section 8.4(fe) and (b) any Restricted Payment made pursuant to Section 8.4(fe) during the earliest Fiscal Quarter of the most recent four Fiscal Quarter period for which the Borrower was required to deliver financial statements pursuant to Section 7.1(a) or (b) preceding the date of such transaction (for example, if a Restricted Payment pursuant to Section  8.4(fe ) is to be made on October 15, 2018, then (x) all components of such calculation, other than the Restricted Payments made in cash in the numerator (i.e., Consolidated EBITDAR, Consolidated Taxes, Consolidated Maintenance Capital Expenditures, Specified Capital Expenditures, total revenue and Consolidated Fixed Charges) shall be calculated as of June 30, 2018 using the financial statements and Compliance Certificate delivered to the Administrative Agent for such period pursuant to Section 7.1(a) minus any Restricted Payment made pursuant to Section 8.4(fe) during the Fiscal Quarter ended September 30, 2017 and (y) such Restricted Payments to be made in cash shall be calculated after giving effect to the Restricted Payment to occur on October 15, 2018).

“Property” means an interest of any kind in any property or asset, whether real, personal or mixed, and whether tangible or intangible.

“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.

“Qualified Asset” means (a) each Marina Property or other Real Estate Asset listed on Schedule III as of the First Amendment Effective Date, and (b) any other Marina Property or other Real Estate Asset that satisfies the Qualified Asset Criteria at all times during which such Marina Property or other Real Estate Asset is included in the Borrowing Base, including (i) any Marina Property or other Real Estate Asset which subsequently becomes a Qualified Asset in accordance with Section 7.20, (ii) any Marina Property or other Real Estate Asset that is owned by an Investment Joint Venture that subsequently becomes a Wholly-Owned Subsidiary of any Credit Party and whose Marina Property or other Real Estate Asset becomes a Qualified Asset in accordance with Section 7.20 and (iii) any Substantially Completed Asset Under Development that subsequently becomes a Qualified Asset in accordance with Section 7.20, but excluding (x) any Qualified Asset which is removed by the Administrative Agent in accordance with Section 7.19(b) or (y) any Qualified Asset which is released in accordance with Section 7.19(a).

“Qualified Asset Criteria” means the following criteria: (a) such Marina Property or other Real Estate Asset is owned (fee or leasehold) by the Borrower or any other Credit Party; (b) such Marina Property or other Real Estate is located (x) in the United States or (y) such other jurisdiction approved by the Required Lenders, (c) such Marina Property or other Real Estate Asset is not subject to any Lien or any Negative Pledge (other than (x) Liens and Negative Pledges created under the Credit Documents or as permitted by Section 8.3 of this Agreement and (y) Liens permitted under Section 8.2(b), (c), (d), (e), (f) and (j)); (d) such Marina Property or other Real Estate Asset is free of any material defects and any material Environmental Liabilities and is in material compliance with all Environmental Laws; (e) the

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Administrative Agent shall have received and completed a satisfactory due diligence review of such Marina Property or other Real Estate Asset (consistent with the Administrative Agent’s review of similar Qualified Assets included in the Borrowing Base) as the Administrative Agent may reasonably require with respect to such Marina Property or other Real Estate Asset (with the Borrower delivering any diligence materials reasonably requested by the Administrative Agent to the Administrative Agent which diligence materials the Administrative Agent shall, subject to any confidentiality requirements, promptly provide to the Lenders following receipt thereof); (f) such asset is used in a business permitted under Section 8.15; and (g) the Borrower has delivered a certificate of an Authorized Officer certifying that such Marina Property or other Real Estate Asset satisfies the foregoing requirements (other than clause (e)).

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that, at the time the Guaranty (or grant of security interest, as applicable) becomes or would become effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or such other Credit Party as constitutes an “eligible contract participant” under the Commodity Exchange Act and which may cause another Person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualifying Equity Interests” means Equity Interests other than Disqualified Equity Interests.

“Qualifying Swap Bank” means (a) any of Citizens Bank, N.A. and its Affiliates, and (b) any Person that (i) at the time it enters into a Swap Agreement, is a Lender or an Affiliate of a Lender, or (ii) in the case of a Swap Agreement in effect on or prior to the Closing Date, is, as of the Closing Date or within thirty (30) days thereafter, a Lender or an Affiliate of a Lender, and, in each such case, shall have provided a Secured Party Designation Notice to the Administrative Agent within thirty (30) days of entering into the Swap Agreement or otherwise becoming eligible in respect thereof. For purposes hereof, the term “Lender” shall be deemed to include the Administrative Agent.

“Qualifying Treasury Management Bank” means (a) any of Citizens Bank, N.A. and its Affiliates, (b) any of Regions Bank and its Affiliates and (c) any Person that (A) at the time it enters into a Treasury Management Agreement, is a Lender or an Affiliate of a Lender, or (B) in the case of a Treasury Management Agreement in effect on or prior to the Closing Date, is, as of the Closing Date or within thirty (30) days thereafter, a Lender or an Affiliate of a Lender, and, in each such case, shall have provided a Secured Party Designation Notice to the Administrative Agent within thirty (30) days of entering into the Treasury Management Agreement or otherwise becoming eligible in respect thereof. For purposes hereof, the term “Lender” shall be deemed to include the Administrative Agent.

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or similar interest) then owned by the Borrower or any of its Restricted Subsidiaries in any Marina Property or other real property asset.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) the Issuing Bank, as applicable.

“Refund Distribution” means, for any period, cash dividends or other distributions made using the proceeds of a capital reserve account of the Borrower that has been funded solely from the Net Cash Proceeds of an issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower which was on the date of funding earmarked for use for funding a Permitted Acquisition or Specified Capital Expenditure that was not consummated, provided that, for any cash dividend or other distribution to constitute a Refund Distribution, (x) the quarterly or annual Compliance Certificate, as applicable, of the Borrower must show a dollar-for-dollar reduction of such capital reserve account that correlates to such cash dividend or other distribution and (y) such cash dividend or other distribution must have been made within twelve months of the date on which the Net Cash Proceeds of the applicable issuance of Equity Interests were received. Such reserve account can be funded at any time, or a new reserve account created, at the Borrower’s discretion.

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“Refunded Swingline Loans” means as defined in Section 2.2(b)(iii).

“Register” means as defined in Section 11.5(c).

“Reimbursement Date” means as defined in Section 2.3(d).

“ REIT” means a Person that is qualified to be treated for Tax purposes as a real estate investment trust under Sections 856-860 of the Internal Revenue 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, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Release Certificate” means a certificate in the form of Exhibit 1.4 (or other writing in form and substance satisfactory to the Administrative Agent) from an Authorized Officer of the Borrower.

“Release Conditions” means (i) no Default or Event of Default shall have occurred and be continuing at the time of the applicable Release Request or at the time of any such release, or would result from such release, (ii) each of the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (unless any such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects) on and as of the date of such release, both before and after giving effect thereto, to the same extent as though made on and as of such release, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (unless any such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects) on and as of such earlier date, (iii) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the financial covenants set forth in Section 8.8, (iv) the Borrower shall have demonstrated that Availability is greater than $0 on a pro forma basis, (v) the Minimum Qualified Asset Condition and the Minimum Borrowing Base Asset Value Condition shall be satisfied after giving effect to such release and (vi) the Administrative Agent shall have received a Release Certificate duly executed by an Authorized Officer of the Borrower certifying as to the satisfaction of the conditions set forth in clauses (i) through (v).

“Release Request” means as defined in Section 7.19(a).

“Removal Effective Date” means as defined in Section 10.6(b).

“Required Lenders” means, as of any date of determination, Lenders having Total Credit Exposure representing more than fifty percent (50%) of the Total Credit Exposures of all Lenders; provided that the Total Credit Exposure of any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. For purposes of determining the number of Lenders as contemplated in this defined term, any Lender or Lenders that are Affiliates of one another shall constitute one Lender. At all times when two or more Lenders are party to this Agreement, the term “Required Lenders” shall require at least two Lenders.

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“Required Revolving Lenders” means, as of any date of determination, Lender(s) having Revolving Credit Exposure representing more than fifty percent (50%) of the Revolving Credit Exposure of all Lenders holding Revolving Commitments; provided that that the Revolving Credit Exposure of any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders. For purposes of determining the number of Lenders as contemplated in this defined term, any Lender or Lenders that are Affiliates of one another shall constitute one Lender.

“Required Term Lenders” means, as of any date of determination, Lender(s) holding more than fifty percent (50%) of the aggregate principal amount of all outstanding Term Loans; provided that the portion of any Term Loan held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders. For purposes of determining the number of Lenders as contemplated in this defined term, any Lender or Lenders that are Affiliates of one another shall constitute one Lender.

“Resignation Effective Date” means as defined in Section 10.6(a).

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person thereof), or any setting apart of funds or property for any of the foregoing.

“Restricted Subsidiary” means a Subsidiary of the Borrower that is not an Unrestricted Subsidiary. For the avoidance of doubt, the TRS Guarantor shall at all times be a Restricted Subsidiary.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swingline Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A or in the applicable Assignment Agreement, subject to any increase, adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the First Amendment Effective Date is FIVE HUNDRED MILLION DOLLARS ($500,000,000).

“Revolving Commitment Percentage” means, for each Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the Aggregate Revolving Commitments. The initial Revolving Commitment Percentages are set forth on Appendix A.

“Revolving Commitment Period” means the period from and including the First Amendment Effective Date to the earlier of (a) (i) in the case of Revolving Loans and Swingline Loans, the Revolving Commitment Termination Date or (ii) in the case of the Letters of Credit, the expiration date thereof, or (b) in each case, the date on which the Revolving Commitments shall have been terminated as provided herein.

“Revolving Commitment Termination Date” means the earliest to occur of (a) October 11, 2024, (b) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.11(b) and (c) the date of the termination of the Revolving Commitments pursuant to Section 9.2.

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“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in Letter of Credit Obligations and Swingline Loans at such time.

“Revolving Loan” means a Loan made by a Lender to the Borrower pursuant to Section 2.1(a).

“Revolving Loan Note” means a promissory note in the form of Exhibit 2.5-1, as it may be amended, supplemented or otherwise modified from time to time.

“Revolving Obligations” means the Revolving Loans, the Letter of Credit Obligations and the Swingline Loans.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw Hill Corporation, together with its successors.

“Sale and Leaseback Transaction” means, with respect to the Borrower or any Restricted Subsidiary, any arrangement, directly or indirectly, with any Person (other than a Credit Party) whereby the Borrower or such Restricted Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanctioned Country” means (a) a country, territory or a government of a country or territory, (b) an agency of the government of a country or territory, or (c) an organization directly or indirectly owned or controlled by a country, territory or its government, that is subject to Sanctions.

“Sanctioned Person” means (a) a Person named on the list of “Specially Designated Nationals” or any other Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, Her Majesty’s Treasury, the European Union, any European Union member state or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, (c) the European Union, (d) any European Union member state, (e) Her Majesty’s Treasury of the United Kingdom or (f) any other relevant sanctions authority.

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

“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of October 30, 2020, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto, and Citizens Bank, N.A., as Administrative Agent and Collateral Agent.

“ Second Amendment Effective Date” means the date on which the Second Amendment is effective in accordance with the terms thereof.

“ Secured Party Designation Notice” means a notice in the form of Exhibit 1.1 (or other writing in form and substance satisfactory to the Administrative Agent) from a Qualifying Swap Bank or a Qualifying Treasury Management Bank to the Administrative Agent that it holds Obligations entitled to share in the guaranties and collateral interests provided herein in respect of a Secured Swap Agreement or Secured Treasury Management Agreement, as appropriate.

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“Secured Swap Agreement” means any Swap Agreement between any of the Borrower and its Restricted Subsidiaries, on the one hand, and a Qualifying Swap Bank, on the other hand. For the avoidance of doubt, a holder of Obligations in respect of a Secured Swap Agreement shall be subject to the provisions of Sections 9.3 and 10.10.

“Secured Swap Obligations” means all obligations owing to a Qualifying Swap Bank in connection with any Secured Swap Agreement including any and all cancellations, buy backs, reversals, terminations or assignments of any Secured Swap Agreement, any and all renewals, extensions and modifications of any Secured Swap Agreement and any and all substitutions for any Secured Swap Agreement, including all fees, costs, expenses and indemnities, whether primary, secondary, direct, fixed or otherwise (including any monetary obligations incurred during the pendency of any bankruptcy or insolvency proceedings, regardless of whether allowed or allowable in such bankruptcy or insolvency proceedings), in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising.

“Secured Treasury Management Agreement” means any Treasury Management Agreement between any of the Borrower and its Restricted Subsidiaries, on the one hand, and a Qualifying Treasury Management Bank, on the other hand. For the avoidance of doubt, a holder of Obligations in respect of a Secured Treasury Management Agreement shall be subject to the provisions of Sections 9.3 and 10.10.

“Secured Treasury Management Obligations” means all obligations owing to a Qualifying Treasury Management Bank under a Secured Treasury Management Agreement, including all fees, costs, expenses and indemnities, whether primary, secondary, direct, fixed or otherwise (including any monetary obligations incurred during the pendency of any bankruptcy or insolvency proceedings, regardless of whether allowed or allowable in such bankruptcy or insolvency proceedings), in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising.

“Securities” means any stock, shares, partnership interests, limited liability company interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement (e.g., stock appreciation rights), options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securitization Transaction” means any financing or factoring or similar transaction (or series of such transactions) entered by the Borrower or any of its Subsidiaries pursuant to which the Borrower or such Subsidiary may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment (the “Securitization Receivables”) to a special purpose subsidiary or affiliate (a “Securitization Subsidiary”) or any other Person.

“Seller” and “Sellers” mean the seller or sellers of any Marina Property.

“SHM Credit Agreement” means that certain Amended and Restated Credit Agreement (as amended, restated, supplemented, replaced or otherwise modified from time to time), dated as of January 20, 2017, by and among the Borrower, certain Subsidiaries of the Borrower party thereto as guarantors, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent and collateral agent.

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“ SHM II” means a newly formed holding company controlled by the Security Holders (as defined in the Sun Acquisition Agreement) that own Borrower Voting Interests prior to the Second Amendment Effective Date.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) 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. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Capital Expenditures” means, for any period, capital expenditures made using the proceeds of a capital reserve account of the Borrower that has been funded solely from the Net Cash Proceeds of any issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower made at any time during such period or any prior period, provided that following any capital expenditure designated by the Borrower as a Specified Capital Expenditure, any quarterly or annual audited financial statements, as applicable, of the Borrower with respect to the fiscal period during which such Specified Capital Expenditure was made must show a dollar-for-dollar reduction of such capital reserve account that correlates to such capital expenditure.

“Specified Credit Party” means, any Credit Party that is, at the time on which the Guaranty (or grant of security interest, as applicable) becomes effective with respect to a Swap Obligation, a corporation, partnership, proprietorship, organization, trust or other entity that would not be an “eligible contract participant” under the Commodity Exchange Act at such time but for the effect of Section 4.8.

“Specified Holders” means the AIM Sponsor, 4 Queens, LLC, a Texas limited liability company, certain individual members of 4 Queens, LLC and the Koch Sponsor.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than fifty percent (50%) of the Voting Stock is at the time owned or controlled, directly or indirectly, by that Person, or the accounts of which would be consolidated with those of such Person in its consolidated financial statements in accordance with GAAP, if such statements were prepared as of such date, or one or more of the other Subsidiaries of that Person or a combination thereof; provided that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless otherwise provided, “Subsidiary” shall refer to a Subsidiary of the Borrower. Notwithstanding the foregoing, each of the TRS Guarantor and its Subsidiaries shall be deemed to be a “Subsidiary ” of the Borrower for all purposes of this Agreement and the other Credit Documents.

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“Substantially Completed” means any Asset Under Development that is (a) no longer treated as construction in progress under GAAP due to sufficient completion of the project in accordance with the construction contract documents such that the owner may use or occupy the Marina Property or other Real Estate Asset or designated portion thereof for the intended purpose and (b) designated in writing by the Borrower to the Administrative Agent as being “Substantially Completed”.

“ Sun Acquisition Agreement” means that certain Agreement and Plan of Merger, dated September 29, 2020, by and among Borrower, Sun REIT, Parent, the Seller Representative identified therein, and Sun SH LLC.

“Sun Acquisition Documents” means the Sun Acquisition Agreement and any other material agreements, documents, and instruments executed pursuant to or in connection with the Sun Acquisition Agreement.

“Sun Closing” has the meaning specified on Schedule V.

“Sun REIT” means Sun Communities, Inc., a Maryland corporation.

“Supermajority Lenders” means those Lenders that would constitute the Required Lenders under, and as defined in, this Agreement if the percentage “50%” contained therein was changed to “75%”.

“Swap Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, currency swap transactions, cross-currency rate swap transactions, currency options, cap transactions, floor transactions, collar transactions, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options or warrants to enter into any of the foregoing), whether or not any such transaction is governed by, or otherwise subject to, any master agreement or any netting agreement, and (b) any and all transactions or arrangements of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement (or similar documentation) published from time to time by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such agreement or documentation, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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

“Swap Provider” means any Person that is a party to a Swap Agreement with any of the Borrower or its Restricted Subsidiaries.

“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements 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 Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may include a Lender or any Affiliate of a Lender).

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“Swingline Lender” means Citizens Bank, N.A. in its capacity as Swingline Lender hereunder, together with its permitted successors and assigns in such capacity.

“Swingline Loan” means a Loan made by the Swingline Lender to the Borrower pursuant to Section 2.2.

“Swingline Note” means a promissory note in the form of Exhibit 2.5-2, as it may be amended, supplemented or otherwise modified from time to time.

“Swingline Rate” means the Base Rate plus the Applicable Margin applicable to Revolving Loans that are Base Rate Loans (or with respect to any Swingline Loan advanced pursuant to an Auto Borrow Agreement, such other rate as separately agreed in writing between the Borrower and the Swingline Lender).

“Swingline Sublimit” means, at any time of determination, the lesser of (a) FIFTEEN MILLION DOLLARS ($15,000,000) and (b) the aggregate unused amount of Revolving Commitments then in effect.

“Synthetic Lease” means a lease transaction under which the parties intend that (a) the lease will be treated as an “operating lease” by the lessee pursuant to Statement of Financial Accounting Standards No. 13, as amended and (b) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

“Tangible Assets” means all assets other than assets that are considered to be intangible assets under GAAP (which intangible assets include, without limitation, customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs).

“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.

“Tenant” means any Person who is a lessee with respect to any lease held by a Credit Party or any of its Subsidiaries as lessor or as an assignee of the lessor thereunder.

“Term Loan” means (a) prior to the funding of the First Amendment Term Loan, the Initial Term Loan and (b) after the funding of the First Amendment Term Loan, the First Amendment Term Loan, in each case, plus any additional term loan established under Section 2.18.

“Term Loan Commitments” means (a) for each Lender, (i) prior to the funding of the First Amendment Term Loan, such Lender’s Initial Term Loan Commitment and (ii) after the funding of the First Amendment Term Loan, such Lender’s First Amendment Term Loan Commitment and (b) for each Lender providing an additional Term Loan pursuant to Section 2.18, the commitment of such Lender to make such additional Term Loan as set forth in the document(s) executed by the Borrower establishing such additional Term Loan.

“Term Loan Commitment Percentage” means, for each Lender providing a portion of a Term Loan, a fraction (expressed as a percentage carried to the ninth decimal place), (a) the numerator of which is the outstanding principal amount of such Lender’s portion of such Term Loan, and (b) the denominator of which is the aggregate outstanding principal amount of such Term Loan.

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“Term Loan Maturity Date” means October 11, 2024 or such later date pursuant to the Borrower’s exercise of an Extension Option pursuant to Section 2.19.

“Term Loan Note” means a promissory note in the form of Exhibit 2.5-3, as it may be amended, supplemented or otherwise modified from time to time.

“Total Asset Value” means, at any time of determination, the sum of

(a) all domestic unrestricted cash of the Borrower and its Subsidiaries plus

(b) the aggregate value of all Marina Properties and other Real Estate Assets owned by the Credit Parties at such time of determination, where the value of each such Marina Property or other Real Estate Asset is determined as follows:

(i) for all Marina Properties or other Real Estate Assets (including, for the avoidance of doubt, any Qualified Asset included in the Borrowing Base) owned by the Borrower or any of its Subsidiaries as of the Closing Date or for more than one year, the trailing twelve month property level Net Operating Income of such Marina Property or other Real Estate Assets divided by the Capitalization Rate; and

(ii) for all Marina Properties or other Real Estate Assets (including, for the avoidance of doubt, any Qualified Asset included in the Borrowing Base but excluding any Marina Property or other Real Estate Asset owned by the Borrower or its Subsidiaries on the Closing Date) owned by the Borrower or any of its Subsidiaries for one year or less, the sum of the following (A) the purchase price of such Marina Property or other Real Estate Asset or (B) with respect to any Marina Properties and other Real Estate Assets with no upfront purchase price (i.e., assumption of a long-term ground lease reasonably acceptable to the Administrative Agent and the Required Lenders), the Total Asset Value for such Marina Properties and other Real Estate Assets shall be deemed to be the Appraised Value of such Marina Properties and other Real Estate Assets, as applicable; provided that (A) with respect to any Asset Under Development owned by the Borrower or any other Credit Party that has become a Qualified Asset in accordance with Section 7.20, the Total Asset Value attributed to such Qualified Asset for the first year of such Qualified Asset’s existence as a Qualified Asset shall be equal to the amount of Investments made by the Borrower or such other Credit Party in such Asset Under Development prior to its designation as a Qualified Asset, and (B) the Total Asset Value attributable to all Marina Properties and other Real Estate Assets described in this clause (b)(ii)(B) shall not exceed 10% of the Total Asset Value (calculated after giving effect to the inclusion of such assets; it being understood and agreed that any value in excess of 10% of the Total Asset Value shall be disregarded for purposes of calculating the Total Asset Value, but only the amount of such excess shall be disregarded) plus

(c) the book value of Investments permitted under Section 8.6 made by the Credit Parties in Investment Joint Ventures and Assets Under Development; provided that, the Total Asset Value attributable to all such Investments in Investment Joint Ventures and Assets Under Development shall not exceed 10% of the Total Asset Value at any time (calculated after giving effect to the inclusion of such Investments; it being understood and agreed that any value in excess of 10% of the Total Asset Value shall be disregarded for purposes of calculating the Total Asset Value, but only the amount of such excess shall be disregarded);

provided that, for purposes of calculating the Total Asset Value with respect to any Marina Property or other Real Estate Asset of the Borrower or any of its Subsidiaries that is a Trophy Asset, the Total Asset Value attributable to such Trophy Asset shall be equal to (a) for the first four Fiscal Quarters of ownership of such Trophy Asset, the lesser of (x) the purchase price of such Trophy Asset and (y) the Appraised Value

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of such Trophy Asset and (b) thereafter, the Appraised Value of such Trophy Asset through the Term Loan Maturity Date; provided further, that, the Total Asset Value attributable to all Trophy Assets shall not exceed 20% of the Total Asset Value (it being understood and agreed that any value in excess of 20% of Total Asset Value shall be disregarded for purposes of calculating Total Asset Value, but only the amount of such excess shall be disregarded).

Notwithstanding anything to the contrary in this definition, with respect to any Investment Joint Venture that becomes a Wholly-Owned Subsidiary of a Credit Party and whose Marina Property or other Real Estate Asset has become a Qualified Asset in accordance with Section 7.20, (A) the Net Operating Income of such asset used in calculating the Total Asset Value of such asset pursuant to clause (b)(i) of this definition shall be deemed to be the Net Operating Income pertaining to such asset as if the applicable Credit Party owned the entirety of such asset since the first day of the twelve month period most recently ended on such date (as determined by reference to the most recent financial statements delivered to the Administrative Agent on or prior to such date) and (B) the purchase price used in calculating the Total Asset Value pursuant to clause (b)(ii) in this definition and pursuant to the proviso with respect to Trophy Assets in this definition, in each case, shall include both (x) the portion of the purchase price paid by the Credit Party that owns such asset and (y) the portion of the purchase price paid by any other Person party to the Investment Joint Venture.

“Total Credit Exposure” means, as to any Lender at any time, the Outstanding Amount of the Term Loans of such Lender at such time and the unused Revolving Commitments and Revolving Credit Exposure of such Lender at such time.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, all Swingline Loans and all Letter of Credit Obligations.

“Trade Date” has the meaning specified in Section 11.5(f).

“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, commercial credit cards, purchasing cards, cardless e-payable services, debit cards, stored value cards, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services.

“Trophy Asset” means any Marina Property or other Real Estate Asset or series of Marina Properties and/or other Real Estate Assets acquired pursuant to a single transaction by the Borrower or any other Credit Party with an aggregate purchase price greater than or equal to $30,000,000 based on a capitalization rate of less than or equal to 7.5% and for which the Administrative Agent has received (i) an Acceptable Appraisal and (ii) a Trophy Asset Designation Notice. No Marina Property or other Real Estate Asset shall be designated as a Trophy Asset as of the Closing Date, and any Marina Property or other Real Estate Asset that is designated as a Trophy Asset shall remain a Trophy Asset through the final maturity of the Loans.

“Trophy Asset Designation Notice” means a notice in the form of Exhibit 1.3 (or other writing in form and substance reasonably satisfactory to the Administrative Agent) from an Authorized Officer of the Borrower.

“TRS Guarantor” means SHM TRS, LLC, a Delaware limited liability company.

“TRS Pledge Agreement” means that certain Pledge Agreement dated as of the Second Amendment Effective Date, by and between the Administrative Agent and the TRS Pledgor (as amended, restated, supplemented, increased, extended, supplemented or otherwise modified from time to time in accordance with the terms thereof).

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“ TRS Pledgor” means Sun Home Services, Inc., a Michigan corporation (and each of its permitted successors and assigns).

“ TRS Pledgor Voting Interests” means as defined in the definition of “Change of Control”.

“Type of Loan” means a Base Rate Loan or a LIBOR Loan.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in the State of New York (or any other applicable jurisdiction, as the context may require).

“United States” or “U.S.” means the United States of America.

“Unrestricted Subsidiary” means a direct or indirect Subsidiary of the Borrower designated as an Unrestricted Subsidiary pursuant to Section 7.16; provided that in no event may the Borrower or the TRS Guarantor be designated as an Unrestricted Subsidiary. Unrestricted Subsidiaries as of the First Amendment Effective Date are identified on Schedule I.

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

“U.S. Tax Compliance Certificate” means as defined in Section 3.3(f).

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

“Wholly-Owned Subsidiary” means, as to any Person, (i) any corporation 100% of whose capital stock is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person owns 100% of the Equity Interests at such time (other than, in the case of a Foreign Subsidiary with respect to preceding clauses (i) or (ii), director’s qualifying shares and/or other nominal amounts of shares required to be held by Persons other than the Borrower and its Subsidiaries under applicable law).

“Withholding Agent” means any Credit Party and the Administrative Agent.

“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.

Section 1.2 Accounting Terms.

(a) Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to clauses (a), (b), (c) and (d) of Section 7.1 shall be prepared in accordance with GAAP as in effect

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at the time of such preparation. If at any time any change in GAAP or in the consistent application thereof would affect the computation of any financial covenant or requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall object in writing to determining compliance based on such change, then the Required Lenders and the Borrower shall negotiate in good faith to amend such financial covenant, requirement or applicable defined terms to preserve the original intent thereof in light of such change to GAAP, provided that, until so amended such computations shall continue to be made on a basis consistent with the most recent financial statements delivered pursuant to clauses (a), (b), (c) and (d) of Section 7.1 as to which no such objection has been made.

(b) Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.8 (other than the Consolidated Pre-Distribution Fixed Charge Coverage Ratio and, subject to the last sentence of this Section 1.2(b), the Consolidated Post-Distribution Fixed Charge Coverage Ratio) (including for purposes of any transaction that by the terms of this Agreement requires that any financial covenant contained in Section 8.8 be calculated on a Pro Forma Basis) where used herein shall be made on a Pro Forma Basis with respect to any Asset Sale, any Material Disposition, Involuntary Disposition, Acquisition, Restricted Payment or incurrence of Indebtedness, or any other transaction subject to calculation on a Pro Forma Basis as indicated herein, occurring during such period. Notwithstanding the foregoing, it is understood and agreed that the calculation of the Consolidated Post-Distribution Fixed Charge Coverage Ratio for purposes of Section 8.4(fe) shall be made in accordance with the last sentence of the definition of “Pro Forma Basis”.

(c) Capital Lease Accounting. Any other term or condition of this Agreement to the contrary notwithstanding (including, without limitation, Section 1.2(a) and the definition of “Capital Lease”), irrespective of any change in GAAP that may occur after the Closing Date, no lease shall be considered a Capital Lease for purposes of any certificates or reports as to financial matters required to be delivered by the Borrower under this Agreement, including without limitation, any Compliance Certificate, if such lease meets either of the following conditions: (i) such lease is in effect as of the Closing Date and, before giving effect to such change in GAAP, does not constitute a Capital Lease or (ii) such lease is entered into after the Closing Date and, without giving effect to such change in GAAP, would not constitute a Capital Lease; provided, however, that all financial statements delivered to Agent in accordance with Section 7.1 of this Agreement after the Closing Date which give effect to such change in GAAP shall be accompanied by a description in reasonable detail of the adjustments necessary to reconcile such financial statements with the calculation of Capital Lease obligations used in the preparation of any such certificate or report delivered by the Borrower under this Agreement to the extent such calculation is made without giving effect to such change in GAAP.

(d) FASB ASC 825 and FASB ASC 470-20. Notwithstanding the above, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower 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.

Section 1.3 Rules of Interpretation.

(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”

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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 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 Credit 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 Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references 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) The terms lease and license shall include sub-lease and sub-license.

(c) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “instrument” being that defined under Article 9 of the UCC of such jurisdiction.

(d) Unless otherwise expressly indicated, 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”.

(e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not apply.

(f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person.

(g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents.

(h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars.

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(i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

(j) Unless otherwise specified herein, the baskets set forth in Section 8 (or in any defined term used in Section 8) shall be tested solely at the time of consummation of the relevant transaction or action utilizing any of such baskets and, for the avoidance of doubt, if any of such baskets are exceeded as a result of fluctuations to Total Asset Value or Tangible Assets, as applicable, for the most recently completed four quarter period to which such calculation relates after the last time such baskets were calculated for any purpose under Section 8, such baskets will not be deemed to have been exceeded as a result of such fluctuations. The baskets and exceptions set forth in Section 8 (or in any defined term used in Section 8) shall be given independent effect and are additive, such that the Borrower may utilize one or more such baskets or exceptions for a particular action, in respective amounts as determined by the Borrower in its sole and absolute discretion. For the avoidance of doubt, as used in the definitions of “Consolidated Funded Debt to Total Asset Value”, Section 8 and Section 9.4, “Total Asset Value” means, as of any date of determination, the sum of the Total Asset Values of all Marina Properties and other Real Estate Assets owned by the Credit Parties where the Total Asset Value of each such Marina Property or other Real Estate Asset is determined in accordance with the terms of the definition of “Total Asset Value”. For purposes of determining compliance with any of the negative covenants set forth in Section 8 (other than the negative covenants in Section 8.8), if any action would be permitted pursuant to one or more exceptions described in any such negative covenant, the Borrower may divide and classify such action (or a portion thereof) in any manner that complies with such negative covenant and may later divide and reclassify any such action (or a portion thereof) so long as such action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

Section 1.4 LLC Divisions.

For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time. Notwithstanding anything herein or any other Credit Document to the contrary, in the event that any Credit Party that is a limited liability company divides itself into two or more limited liability companies or series thereof, any limited liability companies or series thereof formed as a result of such division shall be required to comply with the obligations set forth in Section 7.14 and the other further assurances obligations set forth in the Credit Documents and become a Guarantor under this Agreement and the other Credit Documents.

Section 2. LOANS AND LETTERS OF CREDIT

Section 2.1 Revolving Loans and Term Loans.

(a) Revolving Loans. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, that after giving effect to the making of any Revolving

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Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (iii) Availability shall be greater than or equal to $0. Amounts borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed without premium or penalty (subject to Section 3.1(c)) during the Revolving Commitment Period, subject to Availability. The Revolving Loans may consist of Base Rate Loans, Adjusted LIBOR Rate Loans, or a combination thereof, as the Borrower may request. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date. Revolving Loans outstanding on the Closing Date shall not exceed $50,000,000.

(b) Initial Term Loan. Subject to the terms and conditions set forth herein, each Lender severally agrees to make advances under a term loan (the “Initial Term Loan”) to the Borrower in Dollars in an aggregate amount up to but not exceeding such Lender’s Initial Term Loan Commitment Percentage, which Initial Term Loan will be disbursed to the Borrower in Dollars in a single advance on the Closing Date. The Initial Term Loans may consist of Base Rate Loans, Adjusted LIBOR Rate Loans, or a combination thereof, as the Borrower may request. Amounts repaid on the Initial Term Loans may not be reborrowed.

(c) First Amendment Term Loan. Subject to the terms and conditions set forth herein, each Lender severally agrees to make advances under a term loan (the “First Amendment Term Loan”) to the Borrower in Dollars in an aggregate amount up to but not exceeding such Lender’s First Amendment Term Loan Commitment Percentage, which First Amendment Term Loan will be disbursed to the Borrower in Dollars in a single advance on the First Amendment Effective Date. The First Amendment Term Loans may consist of Base Rate Loans, Adjusted LIBOR Rate Loans, or a combination thereof, as the Borrower may request. Amounts repaid on the First Amendment Term Loans may not be reborrowed.

(d) Mechanics for Revolving Loans and Term Loans.

(i) All Term Loans and, except pursuant to Section 2.2(b)(iii), all Revolving Loans shall be made in an aggregate minimum amount of $2,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii) Whenever the Borrower desires that the Lenders make a Term Loan or a Revolving Loan, the Borrower shall deliver to the Administrative Agent a fully executed Funding Notice no later than (x) 1:00 p.m. at least three (3) Business Days in advance of the proposed Credit Date in the case of an Adjusted LIBOR Rate Loan and (y) 1:00 p.m. at least one (1) Business Day in advance of the proposed Credit Date in the case of a Loan that is a Base Rate Loan. Except as otherwise provided herein, any Funding Notice for any Loans that are Adjusted LIBOR Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith.

(iii) Notice of receipt of each Funding Notice in respect of each Revolving Loan or Term Loan, together with the amount of each Lender’s Revolving Commitment Percentage or Term Loan Commitment Percentage thereof, respectively, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 1:00 p.m.) not later than 4:00 p.m. on the same day as the Administrative Agent’s receipt of such notice from the Borrower.

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(iv) Each Lender shall make its Revolving Commitment Percentage of the requested Revolving Loan or its Term Loan Commitment Percentage of the requested Term Loan available to the Administrative Agent not later than 11:00 a.m. on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the applicable conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Credit Extension available to the Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all Loans received by the Administrative Agent in connection with the Credit Extension from the Lenders to be credited to the account of the Borrower at the Administrative Agent’s Principal Office or such other account as may be designated in writing to the Administrative Agent by the Borrower.

Section 2.2 Swingline Loans.

(a) Swingline Loans Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Swingline Lender will make Swingline Loans to the Borrower in the aggregate amount up to but not exceeding the Swingline Sublimit; provided, that after giving effect to the making of any Swingline Loan, (i) in no event shall (A) the Total Revolving Outstandings exceed the Aggregate Revolving Commitments or (B) the Revolving Credit Exposure of any Lender exceed such Lender’s Revolving Commitment and (ii) Availability is greater than or equal to $0. Amounts borrowed pursuant to this Section 2.2 may be repaid and reborrowed during the Revolving Commitment Period, subject to Availability and the conditions set forth in this Section 2.2. The Swingline Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swingline Loans and all other amounts owed hereunder with respect to the Swingline Loans and the Revolving Commitments shall be paid in full no later than such date.

(b) Borrowing Mechanics for Swingline Loans.

(i) Subject to clause (vi) below, whenever the Borrower desires that the Swingline Lender make a Swingline Loan, the Borrower shall deliver to the Administrative Agent a Funding Notice no later than 2:00 p.m. on the proposed Credit Date.

(ii) The Swingline Lender shall make the amount of its Swingline Loan available to the Administrative Agent not later than 3:00 p.m. on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Swingline Loans available to the Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swingline Loans received by the Administrative Agent from the Swingline Lender to be credited to the account of the Borrower at the Administrative Agent’s Principal Office, or to such other account as may be designated in writing to the Administrative Agent by the Borrower.

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(iii) With respect to any Swingline Loans which have not been voluntarily prepaid by the Borrower pursuant to Section 2.11, the Swingline Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower), no later than 11:00 a.m. on the day of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by the Borrower) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to the Borrower on such Credit Date in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given which the Swingline Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than the Swingline Lender shall be immediately delivered by the Administrative Agent to the Swingline Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swingline Loans and (2) on the day such Revolving Loans are made, the Swingline Lender’s Revolving Commitment Percentage of the Refunded Swingline Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swingline Lender to the Borrower, and such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as Swingline Loans and shall no longer be due under the Swingline Note of the Swingline Lender but shall instead constitute part of the Swingline Lender’s outstanding Revolving Loans to the Borrower and shall be due under the Revolving Loan Note issued by the Borrower to the Swingline Lender. The Borrower hereby authorizes the Administrative Agent and the Swingline Lender to charge the Borrower’s accounts with the Administrative Agent and the Swingline Lender (up to the amount available in each such account) in order to immediately pay the Swingline Lender the amount of the Refunded Swingline Loans to the extent the proceeds of such Revolving Loans made by the Lenders, including the Revolving Loans deemed to be made by the Swingline Lender, are insufficient to repay in full the Refunded Swingline Loans. If any portion of any such amount paid (or deemed to be paid) to the Swingline Lender should be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.14.

(iv) If for any reason Revolving Loans are not made pursuant to Section 2.2(b)(iii) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans on or before the third Business Day after demand for payment thereof by the Swingline Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swingline Loans, and in an amount equal to its Revolving Commitment Percentage of the applicable unpaid amount together with accrued interest thereon; provided that any such participation purchased by a Lender shall be limited to an amount that would not cause the Revolving Credit Exposure of such Lender (after giving effect to such participation) to exceed such Lender’s Revolving Commitment. On the Business Day that notice is provided by the Swingline Lender (or by 11:00 a.m. on the following Business Day if such notice is provided after 2:00 p.m.), each Lender holding a Revolving Commitment shall deliver to the Swingline Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of the Swingline Lender. In order to evidence such participation each Lender holding a Revolving Commitment agrees to enter into a participation agreement at the request of the Swingline Lender in form and substance reasonably satisfactory to the Swingline Lender. In the event any Lender holding a Revolving Commitment fails to make available to the Swingline Lender the amount of such Lender’s participation as provided in this paragraph, the Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three (3) Business Days at the rate customarily used by the Swingline Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.

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(v) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to clause (iii) above and each Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, financial condition of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that the Swingline Lender had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 5.2 to the making of the applicable Refunded Swingline Loans or other unpaid Swingline Loans were not satisfied at the time such Refunded Swingline Loans or other unpaid Swingline Loans were made; and (2) the Swingline Lender shall not be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 5.2 to the making of such Swingline Loan have been satisfied or waived by the Required Lenders or (C) at a time when a Defaulting Lender exists, unless the Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loan, including by Cash Collateralizing such Defaulting Lender’s Revolving Commitment Percentage of the outstanding Swingline Loans in a manner reasonably satisfactory to the Swingline Lender and the Administrative Agent.

(vi) In order to facilitate the borrowing of Swingline Loans, the Borrower and the Swingline Lender may mutually agree to, and are hereby authorized to, enter into an auto borrow agreement in form and substance reasonably satisfactory to the Swingline Lender and the Administrative Agent (the “Auto Borrow Agreement”) providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in the Auto Borrow Agreement, subject to the conditions set forth herein. At any time an Auto Borrow Agreement is in effect, advances under the Auto Borrow Agreement shall be deemed Swingline Loans for all purposes hereof, except that Borrowings of Swingline Loans under the Auto Borrow Agreement shall be made in accordance with the Auto Borrow Agreement. For purposes of determining the Total Revolving Outstandings at any time during which an Auto Borrow Agreement is in effect, the Outstanding Amount of all Swingline Loans shall be deemed to be the sum of the Outstanding Amount of Swingline Loans at such time plus the maximum amount available to be borrowed under such Auto Borrow Agreement at such time.

Section 2.3 Issuances of Letters of Credit and Purchase of Participations Therein.

(a) Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower or any of its Restricted Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii)

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the stated amount of each Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Total Revolving Outstandings exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit Obligations exceed the Letter of Credit Sublimit; (iv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five (5) days prior to the Revolving Commitment Termination Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit and (v) after giving effect to such issuance, Availability is greater than or equal to $0. Subject to the foregoing (other than clause (iv)(2)) the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the Issuing Bank elects not to extend for any such additional period; provided, the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, in the event that any Lender is at such time a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s Fronting Exposure with respect to such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Obligations in a manner reasonably satisfactory to Agents, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and the participation obligation of each Lender having a Revolving Commitment in connection therewith, shall be governed by the terms of this Agreement. The Issuing Banks described in clause (b) of the definition thereof shall be the Issuing Banks on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and be subject to and governed by the terms of this Agreement.

(b) Notice of Issuance. Whenever the Borrower desires the issuance of a Letter of Credit, the Borrower shall deliver to the Administrative Agent an Issuance Notice no later than 1:00 p.m. at least three (3) Business Days or such shorter period as may be agreed to by the Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 5.2, the Issuing Bank shall issue the requested Letter of Credit only in accordance the Issuing Bank’s standard operating procedures (including, without limitation, the delivery by the Borrower of such executed documents and information pertaining to such requested Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Administrative Agent may require). Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent and each Lender of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.3(e).

(c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between the

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Borrower and the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, the Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by the Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of the Issuing Bank to any Credit Party. Notwithstanding anything to the contrary contained in this Section 2.3(c), the Borrower shall retain any and all rights it may have against the Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction in a final, non-appealable order.

(d) Reimbursement by the Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event the Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify the Borrower and the Administrative Agent, and the Borrower shall reimburse the Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the Issuing Bank prior to 11:00 a.m. on the date such drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to have given a timely Funding Notice to the Administrative Agent requesting the Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 5.2, the Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by the Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Borrower shall reimburse the Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.3(d) shall be deemed to relieve any Lender from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Borrower shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.3(d).

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(e) Lenders’ Purchase of Participations in Letters of Credit. (i) Immediately upon the issuance of each Letter of Credit and (ii) on the Closing Date with respect to each Existing Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Revolving Commitment Percentage (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder; provided that any such participation purchased by a Lender shall be limited to an amount that would not cause the Revolving Credit Exposure of such Lender (after giving effect to such participation) to exceed such Lender’s Revolving Commitment. In the event that the Borrower shall fail for any reason to reimburse the Issuing Bank as provided in Section 2.3(d), the Issuing Bank shall promptly notify each Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Revolving Commitment Percentage. Each Lender shall make available to the Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of the Issuing Bank specified in such notice, not later than 12:00 p.m. on the first Business Day (under the laws of the jurisdiction in which such office of the Issuing Bank is located) after the date notified by the Issuing Bank. In the event that any Lender fails to make available to the Issuing Bank on such Business Day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.3(e), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three (3) Business Days at the rate customarily used by the Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.3(e) shall be deemed to prejudice the right of any Lender to recover from the Issuing Bank any amounts made available by such Lender to the Issuing Bank pursuant to this Section 2.3(e) in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the Issuing Bank, as determined by a court of competent jurisdiction in a final, non-appealable order. In the event the Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.3(e) for all or any portion of any drawing honored by the Issuing Bank under a Letter of Credit, the Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.3(e) with respect to such honored drawing such Lender’s Revolving Commitment Percentage of all payments subsequently received by the Issuing Bank from the Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth in its Administrative Questionnaire on file with the Administrative Agent or at such other address as such Lender may request in writing.

(f) Obligations Absolute. The obligation of the Borrower to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by the Lenders pursuant to Section 2.3(d) and the obligations of the Lenders under Section 2.3(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense (other than that such drawing has been repaid) or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, a Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or any of its Restricted Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Issuing Bank under any Letter of Credit against

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presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, or financial condition of the Borrower or any of its Restricted Subsidiaries; (vi) any breach hereof or any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that payment by the Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of the Issuing Bank under the circumstances in question, as determined by a court of competent jurisdiction in a final, non-appealable order.

(g) Indemnification. Without duplication of any obligation of the Credit Parties under Section 11.2, in addition to amounts payable as provided herein, each of the Credit Parties hereby agrees, on a joint and several basis, to protect, indemnify, pay and save harmless the Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable out-of-pocket fees, expenses and disbursements of counsel) which the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by the Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction in a final, non-appealable order, or (2) the wrongful dishonor by the Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of the Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

(h) Applicability of ISP. Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit.