8-K - CURB - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2024

Curbline Properties Corp.

(Exact name of Registrant as Specified in Its Charter)

Maryland	1-42265	93-4224532
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
320 Park Avenue,<br> <br>New York, New York	10022
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(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (216) 755-5500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, $0.01 par value per share	CURB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 1.01	Entry Into a Material Definitive Agreement.

On October 1, 2024 (the “Spin Off Date”), SITE Centers Corp. (“SITE Centers”) completed the previously announced spin off (the “Spin Off”) of Curbline Properties Corp. (the “Company” or “Curbline”), pursuant to which SITE Centers contributed a portfolio of convenience retail properties to Curbline, as well as transferred to Curbline certain other assets, liabilities and obligations (the “Separation”), and effected a pro rata special distribution (the “Distribution”) of shares of common stock of Curbline (“Common Stock”) to SITE Centers common shareholders of record as of September 23, 2024, the record date for the Distribution (the “Record Date”). On the Spin Off Date, each holder of SITE Centers common shares as of the Record Date received two shares of Common Stock for every one SITE Centers common share held.

In connection with the Spin Off, on the Spin Off Date, the Company entered into each of the Separation and Distribution Agreement, the Shared Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Credit Agreement, the Partnership Agreement and the Waiver Agreement (as such terms are defined below).

The descriptions included below of the Separation and Distribution Agreement, the Shared Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Credit Agreement, the Partnership Agreement and the Waiver Agreement are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Curbline is now an independent public company listed on the New York Stock Exchange (the “NYSE”) under the symbol “CURB.”

Separation and Distribution Agreement

Transfer of Assets and Assumption of Liabilities. The Separation and Distribution Agreement by and among Curbline, Curbline Properties LP (the “Operating Partnership”) and SITE Centers (the “Separation and Distribution Agreement”) provides for the principal transactions necessary to consummate the Separation, including the allocation among Curbline, the Operating Partnership and SITE Centers of SITE Centers’ assets, liabilities and obligations attributable to periods both prior to and following the Separation. In particular, the Separation and Distribution Agreement provides, among other things, that certain assets relating to Curbline’s business will be transferred to the Operating Partnership or the applicable Curbline subsidiary, including equity interests of certain SITE Centers subsidiaries that hold assets and liabilities related to Curbline, interests in real property, certain tangible personal property, cash and cash equivalents held in Curbline accounts (including the transfer to Curbline of unrestricted cash of $800 million upon consummation of the Separation) and other assets primarily used or held primarily for use in Curbline’s business. The Separation and Distribution Agreement also provides that certain liabilities relating to Curbline’s business will be transferred to the Operating Partnership or the applicable Curbline subsidiary, including liabilities relating to or arising out of the operation of Curbline’s business after the effective time of the Distribution and liabilities expressly allocated to Curbline or one of its subsidiaries by the Separation and Distribution Agreement or certain other agreements entered into in connection with the Separation.

The Distribution. The Separation and Distribution Agreement governs the rights and obligations among Curbline, the Operating Partnership and SITE Centers regarding the Distribution both prior to and following the completion of the Separation. On the Spin Off Date, pursuant to the Separation and Distribution Agreement, SITE Centers distributed to its common shareholders that held SITE Centers common shares as of the Record Date all of the issued and outstanding shares of Common Stock on a pro rata basis. No holders of preferred shares or other interests of SITE Centers were entitled to receive any form of compensation in connection with the Distribution and instead continue to hold their preferred shares or other interests of SITE Centers.

Release of Claims. Curbline and SITE Centers each agreed to release the other and its affiliates, successors, and assigns, and all persons that prior to the Distribution have been the other’s shareholders, directors, officers, agents, and employees, and their respective heirs, executors, administrators, successors, and assigns, from claims against any of them that arise out of or relate to the other party’s liabilities, actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Distribution. These releases are subject to exceptions set forth in the Separation and Distribution Agreement.

Expenses. The Separation and Distribution Agreement provides that all fees, costs and expenses, including all accounting, legal, financial advisory, NYSE or third-party fees, incurred prior to or on the Spin Off Date in connection with the Separation, the Distribution and the consummation of the transactions contemplated thereby, including with respect to applicable agreements and disclosure documents, were borne by SITE Centers, and except as expressly set forth in the Separation and Distribution Agreement or the Shared Services Agreement, all fees, costs and expenses, including all accounting, legal, financial advisory, NYSE or third-party fees, incurred after the Spin Off Date shall be borne by the party or its applicable affiliate incurring such fees, costs or expenses.

Additionally, the Separation and Distribution Agreement contains provisions relating to certain redevelopment projects expected to be completed after the Spin Off Date at properties that are owned by Curbline after the Distribution. As of June 30, 2024, such redevelopment projects were estimated to cost $34.4 million to complete, and the Separation and Distribution Agreement provides that SITE Centers will bear all costs and expenses in connection with such redevelopment projects both before and after the Spin Off Date. In addition, the Separation and Distribution Agreement provides that SITE Centers and Curbline will enter into a lease agreement that provides that SITE Centers will lease a portion of the Collection at Midtown Miami for a term of one year, beginning on April 1, 2025 and ending on March 31, 2026. Pursuant to the lease, SITE Centers will pay Curbline an aggregate of approximately $0.9 million for rent and a contribution to real estate taxes.

Indemnification. Curbline and SITE Centers each agreed to indemnify the other and each of the other’s past, present and future directors, officers, employees and agents against certain liabilities, including, among others, liabilities incurred in connection with matters related to the operation of the respective businesses of Curbline and SITE Centers, matters related to the Spin Off and matters related to a breach of the Separation and Distribution Agreement.

The Separation and Distribution Agreement also contains provisions relating to, among other matters, insurance, dispute resolution, termination and a purchase option related to SITE Centers’ captive insurance subsidiary.

Shared Services Agreement

Services Provided by the Operating Partnership. The Shared Services Agreement by and among Curbline, the Operating Partnership and SITE Centers (the “

Shared Services Agreement

”) provides that the Operating Partnership or its affiliates will provide SITE Centers (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a real estate investment trust (“

REIT

”) similarly situated to SITE Centers, including supervising various business functions of SITE Centers necessary for the day-to-day management operations of SITE Centers and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to SITE Centers, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with SITE Centers’ strategic objectives. Furthermore, the Shared Services Agreement provides that the Board of Directors of SITE Centers (the “

SITE Centers

Board

”) will delegate certain associated authority to the Operating Partnership. Curbline is expected to provide SITE Centers with a Chief Executive Officer and Chief Investment Officer, but SITE Centers is expected to provide its own Chief Financial Officer, Chief Accounting Officer and General Counsel.
Services Provided by SITE Centers. SITE Centers will provide to the Operating Partnership and its affiliates the services of its employees and the use or benefit of SITE Centers’ assets, offices and other resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership and its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline. The Operating Partnership will have the authority to supervise the employees of SITE Centers and its affiliates and direct and control the day-to-day activities of such employees while such employees are providing services to the Operating Partnership or its affiliates under the Shared Services Agreement. The Shared Services Agreement does not restrict or prohibit the Operating Partnership from soliciting, employing or attempting to employ any current or former employees of SITE Centers during or after its term.

Corporate Office Space. Under the Shared Services Agreement, SITE Centers has granted the Operating Partnership and its affiliates a license to access and use any and all space (non-exclusively, in common with the other SITE Centers occupants thereof) in Beachwood, Ohio and certain other offices leased by SITE Centers until the earlier of the three-year anniversary of the Shared Services Agreement or the termination of the Shared Services Agreement in certain circumstances. SITE Centers will also provide the Operating Partnership (or its affiliate designee) an option to enter into a lease agreement for office space at SITE Centers’ corporate headquarters location in Beachwood, Ohio for an initial five-year term with the right to extend the lease for up to four successive terms of five years each.

Fees for Services. The Operating Partnership will pay SITE Centers a fee in the aggregate amount of 2.0% of the Company’s Gross Revenue (as defined in the Shared Services Agreement) during the term of the Shared Services Agreement to be paid in monthly installments each month in arrears no later than the tenth calendar day of each month based upon the Company’s Gross Revenue for the prior month. There will be no separate fee paid by SITE Centers in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement.

Expenses. SITE Centers will reimburse or pay for expenses incurred by the Operating Partnership and its affiliates in the provision of services to SITE Centers. Unless otherwise agreed, the Operating Partnership will have no obligation to reimburse SITE Centers for any expenses incurred by SITE Centers in providing services to the Operating Partnership. To the extent that expenses incurred by SITE Centers or the Operating Partnership are not reasonably capable of being identified with, or attributed to, either party’s performance or receipt of services under the Shared Services Agreement, unless otherwise agreed, such expenses will be exclusively borne by SITE Centers.

Term and Termination. Each of SITE Centers and the Operating Partnership may terminate all services provided under the Shared Services Agreement by the other party, without cause, upon at least 30 and 90 days’ notice, respectively. Furthermore, subject to certain notice requirements, (i) the Operating Partnership may terminate all services in connection with certain material breaches by SITE Centers as well as certain changes in SITE Centers Board composition, (ii) SITE Centers and the Operating Partnership may terminate the Shared Services Agreement in the event of certain changes of control of SITE Centers or Curbline or other changes to the composition of the Board of Directors of Curbline (the “Board”) or the SITE Centers Board, as applicable, (iii) SITE Centers may terminate the Shared Services Agreement for convenience upon its second anniversary and (iv) each of SITE Centers and the Operating Partnership may terminate the Shared Services Agreement in the event of certain material breaches by the other party. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027.

The Shared Services Agreement also provides for certain fees payable by SITE Centers in the event of certain terminations or exits. In the event the services or the Shared Services Agreement are terminated on account of a change of control of SITE Centers, a change in the composition of the SITE Centers Board or a material breach of the Shared Services Agreement by SITE Centers, SITE Centers will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters remaining in the Shared Services Agreement’s original three-year term. In the event SITE Centers terminates the Shared Services Agreement for convenience upon its second anniversary, SITE Centers will be obligated to pay a termination fee to the Operating Partnership equal to $12 million on the date of such termination.

Indemnification. The Operating Partnership and SITE Centers each agreed to indemnify the other and each of the other’s affiliates, directors, officers, employees and agents against certain liabilities incurred in connection with the Shared Services Agreement.

The Shared Services Agreement also contains provisions relating to, among other matters, reimbursements, unpaid fees and expenses, retention of employment liability, dispute resolution and access and use of information technology systems.

Tax Matters Agreement

The Tax Matters Agreement by and among Curbline, the Operating Partnership and SITE Centers (the “

Tax Matters Agreement

”) governs the respective rights, responsibilities and obligations of Curbline, the Operating Partnership and SITE Centers after the Distribution with respect to various tax matters. Pursuant to the Tax Matters Agreement, (i) SITE Centers (a) represented that commencing with its taxable year ending in December 31, 1993 through its taxable year ending on December 31, 2023, SITE Centers was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986 (the “

Code

”) and (b) covenanted to qualify as a REIT under the Code for its taxable year ending December 31, 2024 (unless SITE Centers obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the Internal Revenue Service to the effect that SITE Centers’ failure to maintain its REIT status will not cause Curbline to fail to qualify as a REIT) and (ii) Curbline covenanted to (a) be organized and operated so that it will qualify as a REIT for its initial taxable year ending on December 31, 2024 and (b) elect to be taxed as a REIT commencing with its initial taxable year ending on December 31, 2024. The Tax Matters Agreement also provides for the allocation between Curbline and SITE Centers of SITE Centers’ tax-related assets, liabilities and obligations attributable to periods prior to the separation of Curbline from SITE Centers.

Employee Matters Agreement

The Employee Matters Agreement by and among Curbline, the Operating Partnership and SITE Centers (the “Employee Matters Agreement”) governs the respective rights, responsibilities, and obligations of Curbline, the Operating Partnership and SITE Centers after the Separation with respect to transitioning employees, equity plans and retirement plans, health and welfare benefits, and other employment, compensation, and benefit-related matters. The Employee Matters Agreement generally provides that Curbline and SITE Centers each has responsibility for the employment and compensation of its own employees and for the costs associated with providing its employees health and welfare benefits and retirement and other compensation plans. For a period of time following the Separation and Distribution, the employees and former employees of Curbline and SITE Centers will generally continue to participate in the same benefit plans pursuant to the Employee Matters Agreement and the governing plan-related documents.

Credit Agreement

The Credit Agreement by and among the Operating Partnership, as borrower, the Company, the lenders named therein and Wells Fargo Bank, National Association, as administrative agent (the “Credit Agreement”), provides for a revolving credit facility in the amount of $400 million (the “Revolving Credit Facility”) and a delayed draw term loan facility in the amount of $100 million (the “Term Loan Facility” and together with the Revolving Credit Facility, the “Credit Facilities”). The aggregate amount available under the Credit Facilities may be increased to $750 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions.

The Revolving Credit Facility matures in October 2028, subject to two six-month options to extend the maturity to October 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Borrowings under the Revolving Credit Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin, or (ii) the alternative base rate plus an applicable margin. The Revolving Credit Facility also provides for a facility fee, paid on a quarterly basis. Each of the applicable margin and the facility fee under the Revolving Credit Facility varies based on whether the Company has obtained a long-term senior unsecured debt rating of at least BBB- (or the equivalent) from S&P Global Ratings or Fitch Investor Services Inc. or a long-term unsecured debt rating of Baa3 (or the equivalent) from Moody’s Investors Service, Inc. (each, an “

IG Rating

”). Prior to obtaining an IG Rating, each of the applicable margin and facility fee is based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin and facility fee will be based on the Company’s IG Rating. No amounts have been drawn under the Revolving Credit Facility as of the Spin Off Date.
Loans under the Term Loan Facility may be drawn in whole or in part during the availability period, which terminates on April 1, 2025. Any loan under the Term Loan Facility drawn prior to such termination date will mature in October 2027, subject to two one-year options to extend its maturity to October 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Loans under the Term Loan Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin or (ii) the alternative base rate plus an applicable margin. The Term Loan Facility also provides for the payment of a ticking fee. Similar to the Revolving Credit Facility, the applicable margin under the Term Loan Facility varies. Prior to obtaining an IG Rating, the applicable margin is based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after the obtaining an IG Rating, the applicable margin will be based on the Company’s IG Rating. No loans were drawn under the Term Loan Facility on the Spin Off Date.

The Credit Facilities contain certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions. The Credit Facilities also contain customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods.

Certain of the banks and financial institutions that are parties to the Credit Agreement and their respective affiliates have in the past provided, are currently providing and in the future may continue to provide investment banking, commercial banking and other financial services, to the Company in the ordinary course of business for which they have received and will receive customary compensation. In the ordinary course of business, such banks and financial institutions and their respective affiliates may participate in loans and actively trade the debt and equity securities of the Company for their own account or for the accounts of customers and, accordingly, such banks and financial institutions and their respective affiliates may at any time hold long or short positions in such securities.

Partnership Agreement

Management of the Operating Partnership. The Amended and Restated Agreement of Limited Partnership by and between the Company and CBLP LLC (the “Partnership Agreement”) provides that, as the general partner of the Operating Partnership, the Company has full, exclusive and complete responsibility and discretion in the management and control of the Operating Partnership, including the ability to cause the Operating Partnership to enter into certain major transactions including acquisitions, dispositions and refinancings, make distributions to partners, and to cause changes in the Operating Partnership’s business activities, except as otherwise expressly provided in the Partnership Agreement. The Partnership Agreement requires that the Operating Partnership be operated in a manner that permits the Company to qualify as a REIT.

Limited partners generally have no voting or consent rights, except with respect to certain amendments to the Partnership Agreement that may be adopted by the general partner.

Capital Contributions. The Partnership Agreement provides that if the Operating Partnership requires additional funds at any time in excess of funds available to the Operating Partnership from borrowing or capital contributions, the Company may borrow such funds from a financial institution or other lender and lend such funds to the Operating Partnership on substantially the same terms and conditions as are applicable to the Company’s borrowing of such funds. Under the Partnership Agreement, if the Company issues any additional equity securities, it is obligated, subject to certain exceptions, including in connection with issuances of dividends or distributions, to contribute the net proceeds from such issuance as additional capital to the Operating Partnership and it will receive additional common units with economic interests substantially similar to those of the securities it issued. In addition, if the Company contributes additional capital to the Operating Partnership, it generally will revalue the property of the Operating Partnership to its fair market value (as determined by the Company) and the capital accounts of the partners will be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the capital accounts previously) would be allocated among the partners under the terms of the Partnership Agreement if there were a taxable disposition of such property for its fair market value (as determined by the Company) on the date of the revaluation. The Operating Partnership may issue preferred partnership interests, in connection with acquisitions of property or otherwise, which could have priority over common partnership interests with respect to distributions from the Operating Partnership, including the partnership interests that the Company owns.

Redemption Rights. Pursuant to the Partnership Agreement, except as set forth in any separate agreement entered into between the Operating Partnership and the applicable limited partner, any future limited partners, other than the Company or its subsidiaries, will receive redemption rights, which will enable them to cause the Operating Partnership to redeem the common units held by such limited partners in exchange for cash or, at the Company’s option, shares of Common Stock on a one-for-one basis. The cash redemption amount per common unit would be based on the market price of the Common Stock at the time of redemption. The number of shares of Common Stock issuable upon redemption of common units held by limited partners may be adjusted upon the occurrence of certain events such as stock dividends, stock subdivisions or combinations. The Company expects to fund cash redemptions, if any, out of available cash or borrowings. These redemption rights are subject to restrictions set forth in the Partnership Agreement, which the Company may, in its sole and absolute discretion or, in certain cases, upon the advice of counsel, waive.

Reimbursement of Expenses. In addition to the administrative and operating costs and expenses incurred by the Operating Partnership, the Operating Partnership or one of its subsidiaries generally will pay all of the Company’s administrative costs and expenses.

Exculpation and Indemnification of the General Partner. The Partnership Agreement provides that none of the general partner, its affiliates nor any of their directors, officers, agents or employees nor any officers, agents or employees of the Operating Partnership or its affiliates will be liable to the Operating Partnership, any of its partners or any assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission unless such covered person acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived.

The Partnership Agreement also requires the Operating Partnership to indemnify the general partner, its directors and such other persons as the general partner may designate from time to time, in its sole and absolute discretion, to the fullest extent permitted by Delaware law, including from and against any and all claims that relate to the operations of the Operating Partnership or the general partner in which any such indemnitee may be involved, or is threatened to be involved, as a party or otherwise, subject to exceptions set forth in the Partnership Agreement.

Distributions. The Partnership Agreement provides that, subject to the terms of any preferred partnership interests, the Operating Partnership will make non-liquidating distributions at such time and in such amounts as determined by the Company in its sole discretion, to the Company and the limited partners in accordance with their respective percentage interests in the Operating Partnership.

Upon liquidation of the Operating Partnership, after payment of, or adequate provision for, debts and obligations of the partnership, including any partner loans and subject to the terms of any preferred partnership interests, any remaining assets of the partnership will be distributed to the Company and the limited partners with positive capital accounts in accordance with their respective positive capital account balances unless otherwise modified by an award agreement.

LTIP Units. The Company may cause the Operating Partnership to issue limited partnership units (“

LTIP Units

”), which are intended to qualify as “profits interests” in the Operating Partnership for U.S. federal income tax purposes, to certain persons providing services to or for the benefit of the Operating Partnership. LTIP Units may be issued subject to performance- and/or service-based vesting requirements, which, if they are not met, may result in the automatic forfeiture or repurchase of any issued LTIP Units. Generally, LTIP Units will be entitled to the same non-liquidating distributions and allocations of profits and losses as the common units on a per unit basis unless otherwise modified or required by an award agreement.
As with common units, liquidating distributions with respect to LTIP Units are made in accordance with the holder’s positive capital account balances associated with these LTIP Units. However, unlike common units, upon issuance, LTIP Units generally will have a capital account equal to zero. Upon the sale of all or substantially all of the assets of the Operating Partnership or a book-up event for tax purposes in which the book values of the Operating Partnership’s assets are adjusted, holders of LTIP Units will be entitled to priority allocations of any book gain that may be allocated by the Operating Partnership to increase the value of their capital accounts associated with their LTIP Units until these capital accounts are equal, on a per unit basis, to the capital accounts associated with the common units. In addition, once the capital account associated with a vested LTIP Unit has increased to an amount equal, on a per unit basis, to the capital accounts associated with the common units, that LTIP Unit will be automatically converted into a common unit. The book gain that may be allocated to increase the capital accounts associated with LTIP Units is comprised in part of unrealized gain, if any, inherent in the property of the Operating Partnership on an aggregate basis at the time of a book-up event. Book-up events generally include, among other things, the issuance or redemption by a partnership of more than a de minimis partnership interest.

LTIP Units may be converted into common units once such LTIP Units have vested, as further described in the Partnership Agreement, and will be subject to mandatory conversion in the event of certain corporate transactions or events, as further described in the Partnership Agreement. LTIP Units are not entitled to the redemption right described in the Partnership Agreement, but any common units into which LTIP Units are converted are entitled to this redemption right. In general, LTIP Units vote with the common units and do not have any separate voting rights except in connection with actions that would materially and adversely affect the rights of the LTIP Units.

The Partnership Agreement also contains provisions relating to, among other matters, transferability of general partner interests, extraordinary transactions, allocations of profit and loss for tax purposes and termination.

Waiver Agreement

In connection with the Spin Off, the Company also entered into the Waiver Agreement by and between the Company and Mr. Alexander Otto (the “Waiver Agreement”). The Waiver Agreement waived the related party limit contained in the Company’s charter (the “Charter”) that would otherwise have prohibited Mr. Otto, Katharina Otto-Bernstein, Dr. Michael Otto and Janina Otto (collectively, the “Otto Family”), and other persons who may be deemed to have constructive ownership of Common Stock owned by the Otto Family, from constructively owning more than 9.8% of the outstanding Common Stock. The Waiver Agreement contains provisions for monitoring and restricting ownership by the Otto Family of the Company’s tenants. These provisions, however, may not ensure that rents from the Company’s tenants will qualify as “rents from real property.”

Item 2.01	Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The terms of the direct financial obligations are summarized in Item 1.01 of this Form 8-K, which is incorporated herein by reference.

Item 3.02	Unregistered Sales of Equity Securities.

On September 30, 2024, the Company issued 104,860,222 shares of Common Stock to SITE Centers, such that SITE Centers owned an aggregate of 104,860,322 shares of Common Stock.

On the Spin Off Date, SITE Centers distributed shares of Common Stock to the holders of SITE Centers common shares as of the Record Date at a ratio of two shares of Common Stock for every one SITE Centers common share, resulting in a distribution of an aggregate 104,860,322 shares of Common Stock.

The issuance of the Common Stock by the Company was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”), as transactions not involving a public offering.

Item 5.01	Changes in Control of Registrant.

The information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Directors

Effective September 25, 2024, the Board (i) increased the size of the Board from three members to four members, (ii) elected Jane E. DeFlorio as a member of the Board and (iii) formed an Audit Committee and appointed Ms. DeFlorio to the Audit Committee and to serve as its chair.

Effective September 30, 2024, the existing directors serving on the Board, other than Ms. DeFlorio and David R. Lukes, resigned their positions, and the Board (i) increased the size of the Board from four members to seven members, (ii) elected Linda B. Abraham, Terrance R. Ahern, Victor B. MacFarlane, Alexander Otto and Barry A. Sholem as members of the Board (collectively with Ms. DeFlorio, the “New Directors”) and (iii) approved the classification of the Board into three classes: Class I, with a term expiring at the annual meeting of stockholders to be held in 2025, Class II, with a term expiring at the annual meeting of stockholders to be held in 2026 and Class III, with a term expiring at the annual meeting of stockholders to be held in 2027. Ms. Abraham was appointed as a Class I director, Ms. DeFlorio and Mr. Sholem were appointed as Class II directors and Messrs. Ahern, MacFarlane and Otto were appointed as Class III directors. David R. Lukes, a current director, was also designated a Class I director.

In connection with the foregoing, the Board also (i) formed a Compensation Committee, comprised of Mr. Ahern (as chair), Ms. DeFlorio and Mr. Sholem, (ii) formed a Nominating and Sustainability Committee, comprised of Mr. MacFarlane (as chair), Ms. Abraham and Mr. Sholem, and (iii) appointed Ms. Abraham and Mr. Ahern to serve as members of the Audit Committee with Ms. DeFlorio.

Indemnification Agreements

The Company has also entered into an indemnification agreement (each, an “Indemnification Agreement”) with each of its executive officers and directors. The Indemnification Agreement provides that the Company will indemnify the executive officer or director party to the agreement to the maximum extent permitted by Maryland law against certain expenses arising out of claims to which he or she becomes subject in connection with his or her service to the Company. The Indemnification Agreement contains customary terms and conditions and establishes certain customary procedures and presumptions. The foregoing summary of the Indemnification Agreement is qualified in its entirety by reference to the form of Indemnification Agreement, which is filed as Exhibit 10.9 hereto and incorporated herein by reference thereto.

There are no arrangements or understandings between any of the New Directors and any other person pursuant to which any of the New Directors was selected as a director, and there are no transactions between any of the New Directors and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Treatment of Outstanding SITE Centers Equity Awards

SITE Centers equity-based compensation awards granted to persons who became Curbline employees at or prior to the effective time of the Separation that were outstanding immediately prior to the Separation will generally be treated as follows, subject to changes as may be necessary or desirable under applicable tax or other law:

•	SITE Centers time-based restricted share units (“RSUs”) held immediately prior to the Separation by awardees who are employed by the Company immediately after the Separation (including David R. Lukes, Conor M. Fennerty, John M. Cattonar, Lesley H. Solomon and Christina M. Yarian) will continue to be subject to substantially the same terms and conditions after the Separation as the terms and conditions that applied to such awards prior to the Separation, except:
•	the awards will be adjusted into Company time-based RSU awards payable in Common Stock pursuant to the terms of the Curbline Properties Corp. 2024 Equity and Incentive Compensation Plan (the “2024 Equity Plan”);
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•	the number of shares of Common Stock underlying each such RSU award will be adjusted as provided for in the Employee Matters Agreement so that the award generally retains, immediately after the Separation, substantially the same intrinsic value that it had immediately prior to the Separation (rounding down to the nearest whole number of RSUs) and
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•	with respect to any continuous employment requirement associated with such Company RSU awards, such requirement will be satisfied after the Separation by the Company employee based on continuous employment with the Company.
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•	SITE Centers performance-based RSUs (“PRSUs”) held immediately prior to the Separation by awardees who are employed by the Company immediately after the Separation will be adjusted into Company time-based RSUs payable in Common Stock pursuant to the terms of the 2024 Equity Plan and subject to substantially the same terms and conditions after the Separation as the terms and conditions that applied to such PRSUs prior to the Separation, except:
---	---
•	the number of PRSUs earned under each PRSU award will be determined by evaluating performance under the PRSU award as of the Spin Off Date and will equal the greater of (1) the number of PRSUs earned based on actual performance through the Spin Off Date and (2) 150% of the target number of PRSUs;
---	---
•	such number of PRSUs determined to be earned as of the Spin Off Date will be converted into Company time-based RSUs, subject to the same continued employment requirements as the PRSUs, with any unearned PRSUs forfeited (provided that, with respect to such continuous employment requirement associated with such Company RSU awards, such requirement will be satisfied after the separation by the Company employee based on continuous employment with the Company) and
---	---
•	the number of such Company RSUs will be adjusted as provided for in the Employee Matters Agreement so that each such adjusted Company RSU award generally retains, immediately after the Separation, substantially the same intrinsic value that the number of PRSUs determined to have been earned as of the Spin Off Date had immediately prior to the Separation (rounding down to the nearest whole number of RSUs and thereafter earning current dividend equivalent payments in cash).
---	---
•	Outstanding options to purchase SITE Centers common shares held immediately after the Separation by a Company employees will be retained by the awardee and continue to be payable in SITE Centers common shares, and will continue to be subject to substantially the same terms and conditions after the Separation as the terms and conditions that applied to such awards prior to the Separation, except:
---	---
•	the number of shares subject to, and per-share exercise price for, each SITE Centers stock option award will be adjusted as provided for in the Employee Matters Agreement so that the award generally retains, immediately after the Separation, substantially the same intrinsic value that it had immediately prior to the Separation (subject to specific rounding conventions described in the Employee Matters Agreement) and
---	---
•	with respect to any continuous employment requirement associated with such retained SITE Centers stock option award held immediately after the Separation by awardees who are employed by the Company, such requirement will be satisfied after the separation by the Company employee based on continuous employment with the Company.
---	---
•	With respect to SITE Centers share units held by Curbline directors under SITE Centers’ directors’ deferred compensation plan, the number of such SITE Centers share units will be increased to reflect substantially the value of the Distribution of Common Stock in the Separation, but holders of such share units will not receive any of such shares of Common Stock specifically as a result of the Separation.
---	---

Director Compensation

Each non-employee director will receive an annual cash retainer of $75,000, paid quarterly, and for meetings in excess of eight per year, a Board meeting fee of $2,000 ($3,000 for the non-employee Chair of the Board) in cash for each such additional Board meeting attended. The non-employee Chair of the Board will receive an additional annual cash retainer of $100,000, paid quarterly. In terms of Board committee service, the chairs of each of the Audit, Compensation and Nominating and Sustainability Committees of the Board will receive additional annual cash retainers in the amount of $25,000, $20,000 and $15,000, respectively, while the non-chair members of each of the Audit, Compensation and Nominating and Sustainability Committees of the Board will receive additional annual cash retainers in the amount of $12,500, $10,000 and $7,500, respectively, all of which will be paid quarterly. Additionally, for meetings each year in excess of six for Audit, four for Compensation and four for Nominating and Sustainability, the chair of each such committee will receive committee meeting fees in cash equal to $3,000 for each such additional committee meeting attended, while each non-chair member of such committees will receive committee meeting fees in cash equal to $2,000 for each such additional committee meeting attended.

In addition to cash compensation, each non-employee director will receive an upfront restricted stock grant equal in value to $300,000 in connection with his or her service on the Board. This restricted stock grant will generally vest on a ratable basis, subject to continued service on the Board, over three years, and dividends and other distributions will be paid on such restricted stock on a current basis. The compensation of the directors on the Board may be further reviewed and changed by the Board and Compensation Committee. Curbline directors who are also employees of Curbline are not expected to receive any additional compensation for their services as directors.

2024 Equity and Incentive Compensation Plan

On September 12, 2024, the Board approved and adopted, and SITE Centers as Curbline’s sole stockholder approved, the 2024 Equity Plan. The following description of the 2024 Equity Plan is qualified in its entirety by reference to the 2024 Equity Plan, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated herein by reference.

The 2024 Equity Plan permits award grants to non-employee directors, officers and other employees of the Company and its subsidiaries, and certain consultants of the Company and its subsidiaries. It also permits the issuance of awards to people who are employees of the Company immediately prior to the Separation and Distribution in adjustment for awards relating to common shares of SITE Centers granted prior to the Separation and Distribution, in accordance with the terms of the Employee Matters Agreement. The Equity Plan will generally be administered by the Compensation Committee (or the Board, as determined by the Board). Pursuant to the 2024 Equity Plan, the Company may grant stock options (including “incentive stock options” as defined in Section 422 of the Internal Revenue Code), restricted stock, RSUs, performance shares, performance units, cash incentive awards, operating partnership units and certain other awards based on or related to Common Stock (including LTIP Units and other interests in the Operating Partnership exchangeable for equity of the Company), subject to certain share limitations as described in the 2024 Equity Plan. The 2024 Equity Plan permits award agreements with respect to any grant under the 2024 Equity Plan to provide for continued or accelerated vesting or exercise of the awards, including in the event of the awardee’s retirement, death, disability or termination of employment or service, or in the event of a “change in control” of Curbline (as defined in the 2024 Equity Plan). Further, the 2024 Equity Plan requires the Compensation Committee or the Board to make adjustments to outstanding awards in the event of certain corporate transactions or changes in the capital structure of Curbline.

Subject to adjustment as described in the 2024 Equity Plan, as of the effective date of the 2024 Equity Plan, total awards under the 2024 Equity Plan are limited to the sum of (i) 9,000,000 shares of Common Stock, plus (ii) any Curbline shares subject to awards under the 2024 Equity Plan that are added back to the aggregate share pool available under the 2024 Equity Plan pursuant to the share counting rules of the 2024 Equity Plan. This pool of shares will also be used to satisfy the Company’s obligations with respect to Curbline equity awards issued in adjustment for awards relating to common shares of SITE Centers granted prior to the Separation and Distribution, in accordance with the terms of the Employee Matters Agreement.

The 2024 Equity Plan also provides that, subject to adjustment as described in the 2024 Equity Plan: (1) the aggregate number of shares of Common Stock actually issued or transferred upon the exercise of incentive stock options will not exceed 9,000,000 shares and (2) no non-employee director of the Company will be granted in any calendar year compensation for such non-employee director service to the Company having an aggregate maximum value (measured at the applicable date of grant and calculating the value of 2024 Equity Plan awards based on the grant date fair value for financial reporting purposes) in excess of $800,000. Common Stock issued or transferred pursuant to awards granted under the 2024 Equity Plan in substitution for or in conversion of, or in connection with the assumption of, awards held by awardees of an entity engaging in a corporate acquisition or merger with the Company or any of its subsidiaries will not count against the share limits under the 2024 Equity Plan. Additionally, shares available under certain plans that the Company or its subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the 2024 Equity Plan, under circumstances further described in the 2024 Equity Plan, but will not count against the share limits under the 2024 Equity Plan. The Compensation Committee or the Board generally will be able to amend the 2024 Equity Plan, subject to stockholder approval in certain circumstances as described in the 2024 Equity Plan.

Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Spin Off, on September 30, 2024, the Charter and bylaws (the “Bylaws”) became effective. Summaries of the Charter and Bylaws are included in Curbline’s Information Statement, under the section entitled “Description of Securities” which was included as Exhibit 99.1 to the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on September 3, 2024, and which is incorporated by reference into this Item 5.03. This summary is qualified in its entirety by reference to the full text of the Charter and Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01	Regulation FD Disclosure.

On the Spin Off Date, the Company issued a press release announcing the completion of the Spin Off. A copy of the Company’s press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. This information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br> <br>Number	Description
2.1†	Separation and Distribution Agreement, dated as of October 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., and Curbline Properties LP
3.1	Articles of Amendment and Restatement of Curbline Properties Corp. (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on September 30, 2024)
3.2	Bylaws of Curbline Properties Corp. (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on September 30, 2024)
10.1†	Shared Services Agreement, dated as of October 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., and Curbline Properties LP
10.2	Tax Matters Agreement, dated as of October 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., and Curbline Properties LP
10.3†	Employee Matters Agreement, dated as of October 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., and Curbline Properties LP
10.4	Credit Agreement, dated as of October 1, 2024, by and among Curbline Properties LP, Curbline Properties Corp., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent
10.5	Amended and Restated Agreement of Limited Partnership of Curbline Properties LP
10.6	Waiver Agreement by and between Curbline Properties Corp. and Alexander Otto
10.7	Curbline Properties Corp. 2024 Equity and Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 filed on September 3, 2024)
10.8	Form of Director and Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 filed on September 3, 2024)
99.1	Press Release, dated as of October 1, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
†	Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally copies of any of the omitted schedules to the Securities and Exchange Commission upon its request.
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SIGNATURES

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

	Curbline Properties Corp.
Date: October 1, 2024	By:	/s/ Lesley H. Solomon
	Name:	Lesley H. Solomon
	Title:	Executive Vice President,<br> <br>General Counsel and Secretary

EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND AMONG

SITECENTERS CORP.,

CURBLINE PROPERTIES CORP.,

AND

CURBLINEPROPERTIES LP

DATED OCTOBER 1, 2024

TABLE OF CONTENTS


ARTICLE I Definitions		2
ARTICLE II The Separation		11
2.1	Transfer of Assets and Assumption of Liabilities	11
2.2	CURB Assets	13
2.3	CURB Liabilities; SITC Liabilities	15
2.4	Approvals and Notifications	16
2.5	Novation of Liabilities	18
2.6	Treatment of Guarantees	19
2.7	Termination of Agreements	20
2.8	Treatment of Commingled Contracts	20
2.9	Bank Accounts; Cash Balances; Cash Funding	21
2.10	Ancillary Agreements	22
2.11	Disclaimer of Representations and Warranties	23
2.12	Names and Marks	23
2.13	Financial Information Certifications	23
2.14	Straddle Period Landlord Expenses; CAM Charges Reconciliation	24
ARTICLE III The Distribution		25
3.1	Sole and Absolute Discretion; Cooperation	25
3.2	Actions Prior to the Distribution	25
3.3	Conditions to the Distribution	26
3.4	The Distribution	27
ARTICLE IV Mutual Releases; Indemnification		29
4.1	Release of Pre-Distribution Claims	29
4.2	Indemnification by CURB	30
4.3	Indemnification by SITC	31
4.4	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	32
4.5	Procedures for Indemnification of Third-Party Claims	33
4.6	Additional Matters	35
4.7	Right of Contribution	36
4.8	Covenant Not to Sue	36
4.9	Remedies Cumulative	36
4.10	Survival of Indemnities	37
4.11	Management of Actions	37
ARTICLE V Certain Other Matters		38
5.1	Insurance Matters	38
5.2	Late Payments	40
5.3	Inducement	40
5.4	Post-Effective Time Conduct	41

TABLE OF CONTENTS

(continued)


ARTICLE VI Exchange of Information; Confidentiality		41
6.1	Agreement for Exchange of Information	41
6.2	Ownership of Information	42
6.3	Compensation for Providing Information	42
6.4	Record Retention	42
6.5	Limitations of Liability	42
6.6	Other Agreements Providing for Exchange of Information	42
6.7	Production of Witnesses; Records; Cooperation	42
6.8	Privileged Matters	43
6.9	Confidentiality	45
ARTICLE VII Dispute Resolution		47
7.1	Good-Faith Negotiation	47
7.2	Mediation	47
7.3	Arbitration	48
7.4	Litigation and Unilateral Commencement of Arbitration	49
7.5	Conduct During Dispute Resolution Process	49
7.6	Disputes Arising Under the Shared Services Agreement	49
ARTICLE VIII Further Assurances and Additional Covenants		49
8.1	Further Assurances	49
8.2	Treatment of Commingled Properties	50
8.3	Redevelopment Projects	51
8.4	Insurance Subsidiary; Purchase Option	51
8.5	Lease Agreement	52
ARTICLE IX Termination		52
9.1	Termination	52
9.2	Effect of Termination	52
ARTICLE X Miscellaneous		52
10.1	Counterparts; Entire Agreement; Corporate Power	52
10.2	Governing Law	53
10.3	Assignability	53
10.4	Third-Party Beneficiaries	53
10.5	Notices	53
10.6	Severability	54
10.7	Force Majeure	54
10.8	No Set-Off	54
10.9	Publicity	55
10.10	Expenses	55
10.11	Headings	55
10.12	Survival of Covenants	55
10.13	No Waiver	55
10.14	Specific Performance	55
10.15	Amendments	56
10.16	Interpretation	56
10.17	Limitations of Liability	56
10.18	Performance	57

TABLE OF CONTENTS

(continued)

SCHEDULES
1.1	CURB Financing Arrangements
1.2	CURB Properties
1.3	Lease Agreement
1.4	Transferred Entities
2.2(a)(xii)	CURB Assets
2.2(b)(vi)	SITC Assets
2.3(a)(vi)	CURB Liabilities
2.3(b)(i)	SITC Liabilities
2.7(b)(ii)	Continuing Contracts
2.7(c)	Continuing Accounts Receivable and Accounts Payable
2.14(a)	Procedures for Allocating Certain Landlord Expenses
2.14(b)	Procedures for Allocating Assets and Liabilities Relating to Year-End CAM Reconciliation
4.3(c)	SITC Statements
8.2	Commingled Properties
8.3	Redevelopment Projects
8.4	Purchase Option Company
EXHIBITS
Exhibit A	Form of Articles of Amendment and Restatement of CURB
Exhibit B	Form of Amended and Restated Bylaws of CURB

iii

SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated October 1, 2024 (this “Agreement”), is by and among SITE Centers Corp., an Ohio corporation (“SITC”), Curbline Properties Corp., a Maryland corporation and a direct, wholly owned subsidiary of SITC (“CURB”), and Curbline Properties LP, a Delaware limited partnership (“CURB OP”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

RECITALS

WHEREAS, the board of directors of SITC (the “SITC Board”) has determined that it is in the best interests of SITC and its shareholders to create a new publicly traded company that shall operate the CURB Business;

WHEREAS, in furtherance of the foregoing, the SITC Board has determined that it is appropriate and desirable to separate the CURB Business from the SITC Business (the “Separation”);

WHEREAS, to effect the Separation (a) SITC caused CURB OP to be formed as a Delaware limited partnership to serve as the operating partnership of CURB following the consummation of the transactions described in this Agreement, (b) SITC or other SITC Group members have contributed or will contribute their respective interests in the CURB Assets to CURB OP or another CURB Group member, (c) CURB OP or another CURB Group member has assumed or will assume the CURB Liabilities and (d) SITC or another SITC Group member has retained or assumed, or will retain or assume, the SITC Assets and SITC Liabilities;

WHEREAS, pursuant to the terms of this Agreement, SITC and CURB intend to effect the Separation by distributing all of the outstanding shares of CURB common stock, par value $0.01 (“CURB Shares”), owned by SITC to the holders of record of the outstanding shares of SITC common stock, par value $0.10 (“SITC Shares”), as of the Record Date (the “Record Holders”), with such distribution to be made on a pro rata basis, with each Record Holder entitled to receive two CURB Shares for every one SITC Share, excluding fractional CURB shares, which will be aggregated and sold by the Agent to fund pro rata cash payments to the beneficial owners of SITC Shares who would otherwise be entitled to receive fractional CURB Shares (the “Distribution”);

WHEREAS, SITC and CURB have prepared, and CURB has filed with the SEC, the Form 10, which includes the Information Statement and sets forth disclosure concerning CURB, the Separation and the Distribution; and

WHEREAS, each of SITC and CURB has determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the Distribution and certain other agreements that will govern certain matters relating to the Separation and the Distribution and the relationship of SITC, CURB and the members of their respective Groups following the Distribution.

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

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“Action” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“Affiliate” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement and the Ancillary Agreements, (a) no member of the CURB Group shall be deemed to be an Affiliate of any member of the SITC Group and (b) no member of the SITC Group shall be deemed to be an Affiliate of any member of the CURB Group.

“Agent” shall mean ComputerShare Inc., a Delaware corporation, and its wholly owned subsidiary ComputerShare Trust Company, N.A., a federally chartered trust company, in the capacity as distribution agent, transfer agent and registrar for the CURB Shares in connection with the Distribution.

“Agreement” shall have the meaning set forth in the Preamble.

“Ancillary Agreement” shall mean all agreements (other than this Agreement) entered into by the Parties and/or members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, including the Shared Services Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transfer Documents and any other agreement that by its express terms provides that it shall be an Ancillary Agreement for purposes of this Agreement.

“Approvals or Notifications” shall mean any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Third Party, including any Governmental Authority.

“Arbitration Request” shall have the meaning set forth in Section 7.3(a).

“Assets” shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any Contract or Permit.

“Bound Member” shall have the meaning set forth in Section 2.5(b).

“Claimant Party” shall have the meaning set forth in Section 5.1(b).

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

“Commingled Contract” shall have the meaning set forth in Section 2.8.

“Commingled Properties” shall have the meaning set forth in Section 8.2.

“Continuing Contracts” shall have the meaning set forth in Section 2.7(b)(ii).

“Contract” shall mean any contract, lease, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement, whether written or oral, that is binding on any Person or any part of its property under applicable Law.

“CPR” shall have the meaning set forth in Section 7.2.

“CURB” shall have the meaning set forth in the Preamble.

“CURB Accounts” shall have the meaning set forth in Section 2.9(a).

“CURB Assets” shall have the meaning set forth in Section 2.2(a).

“CURB Business” shall mean the business, operations and activities of the SITC Group relating primarily to the CURB Properties as conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries.

“CURB Bylaws” shall mean the amended and restated bylaws of CURB, substantially in the form of Exhibit B.

“CURB Charter” shall mean the articles of amendment and restatement of CURB, substantially in the form of Exhibit A.

“CURB Contracts” shall mean the following Contracts to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that CURB Contracts shall not include any Contracts that are contemplated to be retained by SITC or any member of the SITC Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement:

(a) any leases relating primarily to any CURB Property pursuant to which a Third Party leases all or any portion of such CURB Property;

(b) any joint venture, shareholder, equityholder, partnership or similar agreements with any Third Party relating primarily to any CURB Property;

(c) any customer, distribution, supply, marketing, vendor or other contract, agreement or license, in each case with a Third Party and in effect as of the Effective Time, pursuant to which such Third Party provides or receives products or services to or from either Party or any member of its Group, primarily in connection with the CURB Business, excluding any such Contracts for services that are addressed in any Ancillary Agreement;

(d) any guarantee, indemnity, representation, covenant, warranty or other Liability of either Party or any member of its Group relating primarily to any other CURB Contract, any CURB Liability or the CURB Business;

(e) any employment, change of control, retention, consulting, indemnification, termination, severance or other similar agreement with any employee or consultants of the CURB Group that is in effect as of the Effective Time;

(f) any Contract that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to CURB or any member of the CURB Group;

(g) any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements related primarily to the CURB Business or entered into by or on behalf of any member of the CURB Group;

(h) any contract, guarantee, note, mortgage, bond, debenture or other agreement providing for indebtedness, whether secured or unsecured, which relates primarily to the CURB Business, including the CURB Financing Arrangements; and

(i) any Contract for any pending or completed acquisition of any real property (or of equity interests in a Person that owns any real property) related primarily to the CURB Business or entered into by or on behalf of any member of the CURB Group.

“CURB Financing Arrangements” shall mean the indebtedness under which CURB and/or other members of the CURB Group are borrowers thereunder as set forth on Schedule 1.1.

“CURB Group” shall mean (a) prior to the Effective Time, CURB and each Person that will be a Subsidiary of CURB as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of CURB; and (b) on and after the Effective Time, CURB and each Person that is a Subsidiary of CURB.

“CURB Indemnitees” shall have the meaning set forth in Section 4.3.

“CURB Intellectual Property” shall mean all Intellectual Property owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time primarily used or held primarily for use in the CURB Business as of the Effective Time, but excluding any Software or Technology owned or licensed by either Party or any member of its Group.

“CURB Liabilities” shall have the meaning set forth in Section 2.3(a).

“CURB OP” shall have the meaning set forth in the Preamble.

“CURB Permits” shall mean all Permits owned or licensed by either Party or any member of its Group primarily used or held primarily for use in the CURB Business as of the Effective Time.

“CURB Properties” shall mean the real properties set forth on Schedule 1.2.

“CURB Shares” shall have the meaning set forth in the Recitals.

“Delayed CURB Asset” shall have the meaning set forth in Section 2.4(c).

“Delayed CURB Liability” shall have the meaning set forth in Section 2.4(c).

“Designated Party” shall have the meaning set forth in Section 2.5(b).

“Disclosure Document” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case that describes the Separation, the Distribution or the CURB Group, or primarily relates to the transactions contemplated hereby.

“Dispute” shall have the meaning set forth in Section 7.1.

“Distribution” shall have the meaning set forth in the Recitals.

“Distribution Date” shall mean the date of the consummation of the Distribution, which shall be determined by the SITC Board in its sole and absolute discretion.

“Effective Time” shall mean 12:01 a.m., Eastern time, on the Distribution Date.

“Employee Matters Agreement” shall mean the employee matters agreement to be entered into by and among SITC, CURB and CURB OP in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Environmental Law” shall mean any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Final Cash Balance” shall have the meaning set forth in Section 2.9(g).

“Force Majeure” shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, acts of terrorism, cyberattacks, embargoes, epidemics, pandemics (including COVID-19), disease outbreaks (or worsening) and public health crises (including any restrictions that relate to or arise out of any such disease outbreaks or public health crises), war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto, shall not be deemed an event of Force Majeure.

“Form 10” shall mean the registration statement on Form 10 filed by CURB with the SEC to effect the registration of CURB Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

“Governmental Authority” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“Group” shall mean either the CURB Group or the SITC Group, as the context requires.

“Hazardous Materials” shall mean any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in Liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“Indemnifying Party” shall have the meaning set forth in Section 4.4(a).

“Indemnitee” shall have the meaning set forth in Section 4.4(a).

“Indemnity Payment” shall have the meaning set forth in Section 4.4(a).

“Information” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, forecasts, budgets, reports, records, books, Contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, research and development files, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer and tenant names, vendor data, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“Information Statement” shall mean the information statement to be made available to the Record Holders in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

“Initial Notice” shall have the meaning set forth in Section 7.1.

“Insurance Proceeds” shall mean those monies:

(a)	received by an insured from an insurance carrier; or
(b)	paid by an insurance carrier on behalf of the insured;
---	---

in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection thereof.

“Insured Party” shall have the meaning set forth in Section 5.1(b).

“Intellectual Property” shall mean all of the following whether arising under the Laws of the United States or of any foreign or multinational jurisdiction: (a) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions; (b) trademarks, service marks, trade names, service names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing, and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing; (c) Internet domain names, accounts or “handles” with Facebook, LinkedIn, Twitter and similar social media platforms, registrations and related rights; (d) copyrightable works, copyrights, moral rights, mask work rights, database rights and design rights, in each case, other than Software, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions; (e) confidential and proprietary information, including trade secrets, invention disclosures, processes and know-how, in each case, other than Software; and (f) intellectual property rights arising from or in respect of any Technology.

“IRS” shall mean the U.S. Internal Revenue Service.

“Law” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty, license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Lease Agreement” means the form of lease agreement attached to Schedule 1.3.

“Liabilities” shall mean all liabilities, debts, guarantees, assurances, commitments, responsibilities, Losses, remediation, deficiencies, fines, settlements, sanctions, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any Contract, promise, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“Losses” shall mean actual losses (including any diminution in value), costs, Taxes, damages, penalties and expenses (including costs or expenses incurred by a Person for repairing or replacing any lost or damaged property, lost business income, extra expense, legal and accounting fees, and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“Managing Party” shall have the meaning set forth in Section 4.11(d).

“Mediation Request” shall have the meaning set forth in Section 7.2.

“Mixed Actions” shall have the meaning set forth in Section 4.11(c).

“Non-Managing Party” shall have the meaning set forth in Section 4.11(d).

“Notice” shall have the meaning set forth in Section 10.5.

“NYSE” shall mean the New York Stock Exchange.

“Option Notice Deadline” shall have the meaning set forth in Section 8.4.

“Option Purchase Price” shall have the meaning set forth in Section 8.4.

“Option Trigger Date” shall have the meaning set forth in Section 8.4.

“Parties” shall mean the parties to this Agreement.

“Permits” shall mean permits, approvals, authorizations, consents, licenses or certificates issued by any Governmental Authority.

“Person” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Privileged Information” shall mean any information, in written, oral, electronic or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a Party or any member of its Group would be entitled to assert or have asserted a privilege, including the attorney-client and attorney work product privileges.

“Purchase Option” shall have the meaning set forth in Section 8.4.

“Purchase Option Company” shall have the meaning set forth in Section 8.4.

“Record Date” shall mean the close of business on the date to be determined by the SITC Board as the record date for the Record Holders entitled to receive CURB Shares pursuant to the Distribution.

“Record Holders” shall have the meaning set forth in the Recitals.

“Redevelopment Projects” shall have the meaning set forth in Section 8.3.

“REIT” shall mean “a real estate investment trust” within the meaning of Section 856 of the Code.

“Release” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“Representatives” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer or other encumbrance of any nature whatsoever.

“Separation” shall have the meaning set forth in the Recitals.

“Shared Services Agreement” shall mean the shared services agreement to be entered into by and among SITC, CURB and CURB OP in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“SITC” shall have the meaning set forth in the Preamble.

“SITC Accounts” shall have the meaning set forth in Section 2.9(a).

“SITC Assets” shall have the meaning set forth in Section 2.2(b).

“SITC Board” shall have the meaning set forth in the Recitals.

“SITC Business” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by either Party or any member of its Group, other than the CURB Business.

“SITC Group” shall mean SITC and each Person that is a Subsidiary of SITC (other than CURB and any other member of the CURB Group).

“SITC Indemnitees” shall have the meaning set forth in Section 4.2.

“SITC Liabilities” shall have the meaning set forth in Section 2.3(b).

“SITC Name and SITC Marks” shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers of either Party or any member of its Group using or containing “SITE Centers Corp.,” “SITE” or “SITC,” either alone or in combination with other words or elements, and all names, marks, trade dress, logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements, together with the goodwill associated with any of the foregoing.

“SITC Shares” shall have the meaning set forth in the Recitals.

“Software” shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form; (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing; (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.

“Subdivision” has the meaning set forth in Section 8.2.

“Subsidiary” shall mean, with respect to any Person, any other Person of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to elect, either directly or indirectly, a majority of the board of directors or similar governing body.

“Tangible Information” shall mean information that is contained in written, electronic or other tangible forms.

“Target Cash Amount” shall mean $800,000,000.

“Tax Matters Agreement” means that certain Tax Matters Agreement by and among SITC, CURB and CURB OP dated as of the date hereof.

“Tax or Taxes” shall have the meaning set forth in the Tax Matters Agreement.

“Technology” shall mean all technology, hardware, computers, servers, workstations, routers, hubs, switches, data communication lines, network and telecommunications equipment, Internet-related information technology infrastructure and other information technology equipment, in each case, other than Software.

“Third Party” shall mean any Person other than the Parties or any members of their respective Groups.

“Third-Party Claim” shall have the meaning set forth in Section 4.5(a).

“Transfer Documents” shall have the meaning set forth in Section 2.1(b).

“Transferred Entities” shall mean the entities set forth on Schedule 1.4.

“Unreleased Liability” shall have the meaning set forth in Section 2.5(b).

ARTICLE II

THESEPARATION

2.1 Transfer of Assets and Assumption of Liabilities.

(a) Prior to the Distribution:

(i) Transfer and Assignment of CURB Assets. SITC shall, and shall cause the applicable members of the SITC Group to, contribute, assign, transfer, convey and deliver to CURB OP or the other applicable members of the CURB Group, and CURB OP or the other applicable members of the CURB Group shall accept from SITC and the applicable members of the SITC Group, all of SITC’s and such SITC Group members’ respective direct or indirect right, title and interest in and to all of the CURB Assets (it being understood that if any CURB Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such CURB Asset may be assigned, transferred, conveyed and delivered to CURB OP as a result of the transfer of all of the equity interests in such Transferred Entity from SITC or the applicable members of the SITC Group to the applicable member of the CURB Group), such that the CURB Group will own, to the extent it does not already own, all of the CURB Assets.

(ii) Acceptance and Assumption of CURB Liabilities. CURB OP or the other applicable members of the CURB Group shall accept, assume and agree faithfully to perform, discharge and fulfill all of the CURB Liabilities in accordance with their respective terms (it being understood that if any CURB Liability shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such CURB Liability may be assumed by CURB OP as a result of the transfer of all of the equity interests in such Transferred Entity from SITC or the applicable members of the SITC Group to the applicable member of the CURB Group), such that the CURB Group will be responsible for all CURB Liabilities in accordance with their respective terms.

(b) Transfer Documents. In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a), on or after the Distribution Date, (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a); and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a). All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Transfer Documents.”

(c) Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset that is or should have been allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s Group) shall receive or otherwise assume any Liability that is or should have been allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability. For the avoidance of doubt, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable.

(d) Waiver of Bulk-Sale and Bulk-Transfer Laws. CURB and each member of the CURB Group hereby waives compliance by each and every member of the SITC Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the CURB Assets or CURB Properties to any member of the CURB Group. SITC and each member of the SITC Group hereby waives compliance by each and every member of the CURB Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the SITC Assets to any member of the SITC Group.

2.2 CURB Assets.

(a) CURB Assets. For purposes of this Agreement, “CURB Assets” shall mean:

(i) all issued and outstanding capital stock or other equity interests of the Transferred Entities that are owned by either Party or any members of its Group as of the Effective Time;

(ii) all interests in the CURB Properties of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in the CURB Properties, lessor (including, for the avoidance of doubt, all leases relating primarily to any CURB Property pursuant to which a Third Party leases all or any portion of such CURB Property, and all rights of the landlord thereunder), sublessor, lessee, sublessee or otherwise, and including all buildings or structures located thereon, and all associated parking areas, fixtures and all other improvements located thereon, and including all rights, benefits, privileges, tenements, hereditaments, covenants, conditions, restrictions, easements and other appurtenances on any CURB Property or otherwise appertaining to or benefitting any CURB Property and/or the improvements situated thereon, including all mineral rights, development rights, air and water rights, subsurface rights, vested rights entitling, or prospective rights which may entitle, the owner of any CURB Property to related easements, land use rights, air rights, viewshed rights, density credits, water, sewer, electrical and other utility service, credits and/or rebates, strips and gores and any land lying in the bed of any street, road, alley, open or proposed, adjoining any CURB Property, and all easements, rights of way and other appurtenances used or connected with the beneficial use or enjoyment of any CURB Property;

(iii) all (A) tangible equipment, machinery, supplies, furniture and other tangible personal property either (1) primarily used or held primarily for use in the CURB Business that is located in the ordinary course of business at a CURB Property or (2) exclusively used or held for use in the CURB Business and (B) except as set forth on Schedule 2.2(b)(vi), all motor vehicles primarily used or held primarily for use in the CURB Business or provided for the use of a CURB Group employee;

(iv) all accounts receivable and prepaid assets primarily related to the CURB Business;

(v) all cash and cash equivalents and marketable securities contained in any CURB Accounts as of the close of business on the day prior to the Effective Time;

(vi) all Assets of either Party or any of the members of its Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to CURB or any other member of the CURB Group;

(vii) all CURB Contracts as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(viii) all (A) CURB Intellectual Property as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time and (B) all goodwill of the CURB Business other than goodwill associated with any Intellectual Property of either Party or any of the members of its Group as of the Effective Time (other than the CURB Intellectual Property), including the SITC Name and SITC Marks;

(ix) all CURB Permits as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(x) all rights to causes of Action that are primarily related to the CURB Business;

(xi) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is primarily related to the CURB Assets, the CURB Liabilities, the CURB Business or the Transferred Entities and, subject to the provisions of the applicable Ancillary Agreements, a non-exclusive right to all Information that is less than primarily related to the CURB Assets, the CURB Liabilities, the CURB Business or the Transferred Entities; and

(xii) to the extent not of a nature already covered by subclauses (i) – (iv) or (vii) – (x), any and all other Assets, of whatever sort, nature or description, primarily used or held primarily for use in the CURB Business.

Notwithstanding the foregoing, the CURB Assets shall not in any event include any Asset referred to in Section 2.2(b).

(b) SITC Assets. For the purposes of this Agreement, “SITC Assets” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the CURB Assets, it being understood that the SITC Assets shall include:

(i) all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by SITC or any other member of the SITC Group;

(ii) all Contracts of either Party or any of the members of its Group as of the Effective Time (other than the CURB Contracts);

(iii) all Intellectual Property of either Party or any of the members of its Group as of the Effective Time (other than the CURB Intellectual Property), including the SITC Name and SITC Marks and any Software or Technology owned by, licensed by or sublicensed by or to either Party or any member of its Group;

(iv) any computers, smart phones and similar communications equipment provided by either Group in connection with its employees’ performance of services;

(v) all Permits of either Party or any of the members of its Group as of the Effective Time (other than the CURB Permits); and

(vi) any and all Assets set forth on Schedule 2.2(b)(vi).

2.3 CURB Liabilities; SITC Liabilities.

(a) CURB Liabilities. For the purposes of this Agreement, “CURB Liabilities” shall mean the following Liabilities of either Party or any of the members of its Group:

(i) any and all Liabilities to the extent that such Liabilities relate to, arise out of or result from the operation or conduct of the CURB Business or ownership or use of any CURB Asset after^^the Effective Time;

(ii) any and all Liabilities relating to, arising out of or resulting from the CURB Contracts or the CURB Permits to the extent that such Liabilities relate to, arise out of or result from conduct or activity after the Effective Time and do not relate to any failure to perform, improper performance or other breach, default or violation of any member of the SITC Group or the CURB Group prior to the Effective Time;

(iii) any and all Liabilities relating to, arising out of or resulting from the CURB Financing Arrangements, except for any costs or expenses arising in connection with the closing of such CURB Financing Arrangements;

(iv) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by CURB or any other member of the CURB Group, and all agreements, obligations and Liabilities of any member of the CURB Group under this Agreement or any of the Ancillary Agreements;

(v) any and all Liabilities arising out of claims made by any Third Party (including SITC’s or CURB’s respective directors, officers, shareholders, employees and agents) against any member of the SITC Group or the CURB Group to the extent relating to, arising out of or resulting from the Liabilities referred to in clauses (i) through (iv) above; and

(vi) any and all Liabilities set forth on Schedule 2.3(a)(vi).^^

Notwithstanding the foregoing, the CURB Liabilities shall not in any event include any Liabilities referred to in Section 2.3(b).

(b) SITC Liabilities. For the purposes of this Agreement, “SITC Liabilities” shall mean:

(i) any and all Liabilities set forth on Schedule 2.3(b)(i);

(ii) any and all Liabilities relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time) of any member of the SITC Group and, prior to the Effective Time, any member of the CURB Group, in each case that are not CURB Liabilities;

(iii) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed or retained by SITC or any other member of the SITC Group, and all agreements, obligations and Liabilities of any member of the SITC Group under this Agreement or any of the Ancillary Agreements;

(iv) any costs or expenses arising in connection with the closing of the CURB Financing Arrangements; and

(v) any and all Liabilities arising out of claims made by any Third Party (including SITC’s or CURB’s respective directors, officers, shareholders, employees and agents) against any member of the SITC Group or the CURB Group to the extent relating to, arising out of or resulting from the SITC Business or the SITC Assets or the other Liabilities referred to in clauses (i) through (iii) above.

2.4 Approvals and Notifications.

(a) Approvals and Notifications for CURB Assets. To the extent that the transfer or assignment of any CURB Asset, the assumption of any CURB Liability, the Separation or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between SITC and CURB, neither SITC nor CURB shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b) Delayed CURB Transfers. Without limiting or modifying the covenants and agreements set forth in Section 8.2, and to the extent that the valid, complete and perfected transfer or assignment to the CURB Group of any CURB Asset or assumption by the CURB Group of any CURB Liability would be a violation of applicable Law or require any Approval or Notification in connection with the Separation or the Distribution that has not been obtained or made by the Effective Time, then, unless the Parties mutually shall otherwise determine, the transfer or assignment to the CURB Group of such CURB Assets or the assumption by the CURB Group of such CURB Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such CURB Assets or CURB Liabilities shall continue to constitute CURB Assets and CURB Liabilities for all other purposes of this Agreement.

(c) Treatment of Delayed CURB Assets and Delayed CURB Liabilities. If any transfer or assignment of any CURB Asset or any assumption of any CURB Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time, whether as a result of the provisions of Section 2.4(b) or for any other reason (any such CURB Asset, a “Delayed CURB Asset” and any such CURB Liability, a “Delayed CURB Liability”), then, insofar as reasonably possible and subject to applicable Law, the member of the SITC Group retaining such Delayed CURB Asset or such Delayed CURB Liability, as the case may be, shall thereafter hold such Delayed CURB Asset or Delayed CURB Liability, as the case may be, for the use and benefit or burden, as applicable, of the member of the CURB Group entitled thereto (at the expense of the member of the CURB Group entitled thereto). In addition, the member of the SITC Group retaining such Delayed CURB Asset or such Delayed CURB Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed CURB Asset or Delayed CURB Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the CURB Group to whom such Delayed CURB Asset is to be transferred or assigned, or which will assume such Delayed CURB Liability, as the case may be, in order to place such member of the CURB Group in a substantially similar position as if such Delayed CURB Asset or Delayed CURB Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed CURB Asset or Delayed CURB Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed CURB Asset or Delayed CURB Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the CURB Group.

(d) Transfer of Delayed CURB Assets and Delayed CURB Liabilities. If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed CURB Asset or the deferral of assumption of any Delayed CURB Liability pursuant to Section 2.4(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Delayed CURB Asset or the assumption of any Delayed CURB Liability have been removed, the transfer or assignment of the applicable Delayed CURB Asset or the assumption of the applicable Delayed CURB Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(e) Costs for Delayed CURB Assets and Delayed CURB Liabilities. Any member of the SITC Group retaining a Delayed CURB Asset or Delayed CURB Liability due to the deferral of the transfer or assignment of such Delayed CURB Asset or the deferral of the assumption of such Delayed CURB Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by CURB or the member of the CURB Group entitled to or burdened by the Delayed CURB Asset or Delayed CURB Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by CURB or the member of the CURB Group entitled to or burdened by such Delayed CURB Asset or Delayed CURB Liability; provided, however, that the SITC Group shall not allow the loss or diminution of value of any Delayed CURB Asset without first providing the CURB Group commercially reasonable notice of such potential loss or diminution in value and affording the CURB Group a commercially reasonable opportunity to take action to prevent such loss or diminution in value.

2.5 Novation of Liabilities.

(a) Each of SITC and CURB, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all CURB Liabilities or SITC Liabilities, as the case may be, and obtain in writing the unconditional release of each member of the other Group that is a party to any such arrangements, so that, in any such case, (i) the members of the CURB Group shall be solely responsible for such CURB Liabilities and (ii) the members of the SITC Group shall be solely responsible for such SITC Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither SITC nor CURB shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.

(b) If SITC or CURB is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Group (the “Bound Member”) continues to be bound by such Liability (or any Contract, in each case, pursuant to which any such Liability arises) with respect to which such Bound Member would not be bound or responsible had such required consent, substitution, approval, amendment or release been obtained (each, an “Unreleased Liability”), the Party whose Group such Liability is allocated under this Agreement (the “Designated Party”) shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such Bound Member, as the case may be, (i) pay, perform and discharge fully all of the obligations or other Liabilities of such Bound Member that constitute Unreleased Liabilities from and after the Effective Time and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to the time any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Group of the Bound Member. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Liabilities shall otherwise become assignable or able to be novated, the Bound Member shall promptly assign, or cause to be assigned, and Designated Party or the applicable member of its Group shall assume, such Unreleased Liabilities without exchange of further consideration.

2.6 Treatment of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5:

(a) Each of SITC and CURB shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the SITC Group removed as guarantor of, indemnitor of or obligor for any CURB Liability, including the removal of any Security Interest on or in any SITC Asset that may serve as collateral or security for any such CURB Liability; and (ii) have any member(s) of the CURB Group removed as guarantor of, indemnitor of or obligor for any SITC Liability, including the removal of any Security Interest on or in any CURB Asset that may serve as collateral or security for any such SITC Liability.

(b) To the extent required to obtain a release from a guarantee or indemnity of:

(i) any member of the SITC Group, CURB or one or more members of the CURB Group shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any SITC Asset that may serve as collateral or security for any such CURB Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (A) with which CURB would be reasonably unable to comply or (B) which CURB would not reasonably be able to avoid breaching; and

(ii) any member of the CURB Group, SITC or one or more members of the SITC Group shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any CURB Asset that may serve as collateral or security for any such SITC Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which SITC would be reasonably unable to comply or (B) which SITC would not reasonably be able to avoid breaching.

(c) Until such time as SITC or CURB has obtained, or has caused to be obtained, any removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability related to such obligation or guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor, indemnitor or obligor thereunder; and (ii) each of SITC and CURB, on behalf of itself and the other members of its respective Group, agree not to renew or extend the term of, increase any

obligations under, or transfer to a Third Party, any loan, guarantee, Contract or other obligation for which the other Party or a member of its Group is or may be liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party. The indemnification procedures and limitations set forth in Article IV shall apply to the indemnification obligations set forth in this Section 2.6.

2.7 Termination of Agreements.

(a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, CURB and each member of the CURB Group, on the one hand, and SITC and each member of the SITC Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CURB and/or any member of the CURB Group, on the one hand, and SITC and/or any member of the SITC Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii) (collectively, the “Continuing Contracts”), if any; (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of SITC or CURB, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any Commingled Contracts.

(c) All of the intercompany accounts receivable and accounts payable between any member of the SITC Group, on the one hand, and any member of the CURB Group, on the other hand, outstanding as of the Effective Time (other than those set forth on Schedule 2.7(c)) shall be repaid and settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed by duly authorized representatives of SITC and CURB, cancelled.

2.8 Treatment of Commingled Contracts. Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1, except (x) as provided for in the immediately following sentence or (y) to the extent that the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.8 are expressly conveyed

to the applicable Party pursuant to this Agreement or an Ancillary Agreement, any Contract entered into by a member of the SITC Group with a Third Party that is not a CURB Contract, but pursuant to which the CURB Business, as of the Effective Time, has been provided certain revenues or other benefits in respect of the CURB Properties or the CURB Business (any such Contract, a “Commingled Contract”) shall not be assigned in relevant part to the applicable member(s) of the CURB Group. From and following the Effective Time, upon the request of CURB, SITC and the applicable members of the SITC Group shall use, with the reasonable cooperation of CURB and the applicable members of the CURB Group, commercially reasonable efforts to (i) cause, to the extent reasonably within the contractual or other ability or control of the applicable member(s) of the CURB Group, and subject to the reasonable cooperation of CURB and the applicable members of the CURB Group, the applicable Commingled Contract to be apportioned (including by obtaining the consent of such counterparty to enter into an amendment to the Contract, splitting or assigning in relevant part such Commingled Contract) between (A) the applicable member(s) of the SITC Group and (B) applicable member(s) of the CURB Group, pursuant to which the applicable member(s) of the CURB Group will assume all of the rights and obligations under such Commingled Contract that relate to the CURB Business, on the one hand, and the applicable member(s) of the SITC Group will assume all of the rights and obligations under such Commingled Contract that relate to the SITC Business, with terms and conditions related to the CURB Group materially similar to those terms and conditions related to the CURB Business prior to apportionment (except for changes reasonably necessary as a result of the transactions contemplated hereby); or (ii) assist the applicable member of the CURB Group in entering into a new Contract or Contracts with the applicable third party on substantially similar terms; provided that such assistance shall not include assistance by the SITC Group with the negotiation of commercial terms between the applicable member of the CURB Group and the applicable third party related to such new Contract or Contracts; provided, further, that nothing in this Section 2.8 shall require any member of the SITC Group to pay any non-de minimis consideration, agree to any adverse economic considerations, incur any other non-de minimis economic liability or make any non-de minimis concession with respect to any novation or assignment in connection with this Section 2.8.

2.9 Bank Accounts; Cash Balances; Cash Funding.

Except as otherwise provided in any Shared Services Agreement:

(a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account owned by CURB or any other member of the CURB Group (collectively, the “CURB Accounts”) and all Contracts governing each bank or brokerage account owned by SITC or any other member of the SITC Group (collectively, the “SITC Accounts”) so that each such CURB Account and SITC Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter) to any SITC Account or CURB Account, respectively, is de-linked from such SITC Account or CURB Account, respectively.

(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will be in place a cash management process pursuant to which the CURB Accounts will be managed and funds collected will be transferred into one or more accounts maintained by CURB or a member of the CURB Group.

(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will continue to be in place a cash management process pursuant to which the SITC Accounts will be managed and funds collected will be transferred into one or more accounts maintained by SITC or a member of the SITC Group.

(d) With respect to any outstanding checks issued or payments initiated by SITC, CURB or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.

(e) As between SITC and CURB (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over, to the other Party the amount of such payment or reimbursement without right of set-off.

(f) It is understood and agreed that it is intended that as of the Effective Time, CURB OP and the other members of the CURB Group shall have (following the adjustments (if any) contemplated by this Section 2.9) cash and cash equivalents in an aggregate amount that is equal to or greater than the Target Cash Amount.

(g) Within 30 days after the Distribution Date, SITC shall deliver to CURB a good faith calculation of the aggregate amount of cash and cash equivalents (net of any overdrafts) held by the CURB Group as of the Effective Time (the “Final Cash Balance”). SITC’s calculation of the Final Cash Balance shall be final, binding, conclusive and non-appealable on CURB and CURB OP for all purposes of this Agreement and, for the avoidance of doubt, shall not be subject to further adjustment as a result of payments required to be made by one Party to the other after the Effective Time under this Agreement or under any of the Ancillary Agreements.

(h) If the Final Cash Balance is less than the Target Cash Amount, then SITC shall pay or cause to be paid an amount in cash equal to such absolute value of the difference to CURB OP by wire transfer of immediately available funds to an account or accounts designated in writing by CURB to SITC within 30 days after the date of delivery of the Final Cash Balance by SITC.

2.10 Ancillary Agreements. Effective on or prior to the Effective Time, each of SITC and CURB will, or will cause the applicable members of their Groups to, execute and deliver all Ancillary Agreements to which it (or any member of its Group) is a party.

2.11 Disclaimer of Representations and Warranties. EACH OF SITC (ON BEHALF OF ITSELF AND EACH MEMBER OF THE SITC GROUP) AND CURB (ON BEHALF OF ITSELF AND EACH MEMBER OF THE CURB GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (A) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (B) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

2.12 Names and Marks. Subject to the terms and conditions contained herein, effective as of the Effective Time, SITC, on behalf of itself and the members of the SITC Group, hereby grants to the members of the CURB Group, a non-exclusive, worldwide, irrevocable, and royalty-free license to continue to use the SITC Name and SITC Marks in connection with the continued operation of the CURB Business in a manner consistent with the members of the CURB Group’s use of the SITC Name and SITC Marks in the CURB Business prior to the Effective Time solely to (i) continue to display the SITC Name and SITC Marks on the CURB Properties as displayed on such properties at the Effective Time until such time that such signage is removed in the ordinary course of business and (ii) use the SITC Name and SITC Marks on any item of inventory or office supplies, documents and forms, packaging and shipping materials until such time that such inventory, supplies or materials, as applicable, are exhausted.

2.13 Financial Information Certifications. SITC’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to the CURB Group insofar as the members of the CURB Group are Subsidiaries of SITC. In order to enable the principal executive officer and principal financial officer of CURB to make the certifications required of them under Section 302 of the Sarbanes-Oxley Act of 2002, SITC, as soon as reasonably practicable following the Distribution Date and in any event prior to such time as CURB is required to file its first quarterly report on Form

10-Q, shall provide CURB with one or more certifications with respect to such disclosure controls and procedures, its internal control over financial reporting and the effectiveness thereof. Such certification(s) shall be provided by SITC (and not by any officer or employee in their individual capacity). With respect to any periods following the Distribution Date, subject to the requirements of the Shared Services Agreement, the Parties shall cooperate and discuss in good faith any certifications or other supporting documentation required by CURB.

2.14 Straddle Period Landlord Expenses; CAM Charges Reconciliation. Notwithstanding anything herein to the contrary:

(a) In the event of any Liabilities for landlord expenses (i.e., those that are not by their nature of a type that it is customary to seek reimbursement of such expenses from tenants) arising out of or resulting from the operation or conduct of the CURB Properties for any straddle period (i.e., a billing period that begins before and ends after the Distribution Date), to the extent that the total costs on any invoice or other billing statement for an individual straddle period Liability does not exceed $5,000, the Parties agree to the procedures for allocating such Liabilities among the SITC Group, on the one hand, and CURB Group, on the other hand, as set forth on Schedule 2.14(a). To the extent that all or any portion of any Liability described in the immediately preceding sentence is allocated pursuant to Schedule 2.14(a) to one Group or any member thereof, the Party whose Group such Liability is allocated, to the extent not prohibited by applicable Law, shall be solely responsible for, and shall fully pay, perform and discharge, all such Liabilities.

(b) The Parties hereby acknowledge that certain expenses (including real estate taxes, insurance and common area maintenance charges) related to CURB Properties may be collected from tenants in advance based upon the applicable landlord’s estimates thereof and may subsequently be subject to adjustment, on an annualized basis, after the expiration of the calendar year in which such expenses are incurred based upon the reconciliation of the level of estimated expenses to the expenses actually incurred by the applicable landlord. In furtherance of the foregoing, the Parties agree that the procedures set forth on Schedule 2.14(b) shall determine the allocation among the SITC Group, on the one hand, and CURB Group, on the other hand, of any amounts due to or owed from tenants on account of such reconciliation for the calendar year in which the Distribution occurs. To the extent that all or any portion of any Liability for amounts owed to tenants on account of such reconciliation is allocated pursuant to Schedule 2.14(b) to one Group or any member thereof, the Party whose Group such Liability is allocated, to the extent not prohibited by applicable Law, shall be solely responsible for, and shall fully pay, perform and discharge, all such Liabilities.

ARTICLE III

THE DISTRIBUTION

3.1 Sole and Absolute Discretion; Cooperation.

(a) SITC shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, SITC may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit SITC’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

(b) CURB shall cooperate with SITC to accomplish the Distribution and shall, at SITC’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of CURB Shares on the Form 10; provided that SITC will reimburse CURB for any costs or expenses incurred by any member of the CURB Group in connection with such cooperation or actions. SITC shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for SITC, the fees and expenses of which will be at SITC’s sole expense. CURB and SITC, as the case may be, will provide to the Agent any information required in order to complete the Distribution.

3.2 Actions Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a) Notice to NYSE. SITC shall, to the extent possible, give the NYSE not less than 10 days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(b) CURB Charter and CURB Bylaws. On or prior to the Distribution Date, SITC and CURB shall take all necessary actions so that, as of or prior to the Effective Time, the CURB Charter and the CURB Bylaws shall become the charter and bylaws of CURB, respectively.

(c) CURB Directors and Officers. Immediately prior to the Distribution Date, SITC and CURB shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of CURB shall be those set forth in the Information Statement made available to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties; and (ii) CURB shall have such other officers as CURB shall appoint.

(d) NYSE Listing. CURB shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the CURB Shares to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

(e) Securities Law Matters. CURB shall file any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws.

SITC and CURB shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. SITC and CURB will prepare, and CURB will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which SITC determines are necessary or desirable to effectuate the Distribution, and SITC and CURB shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. SITC and CURB shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

(f) Availability of Information Statement. SITC shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the SITC Board has approved the Distribution, cause the Information Statement (or notice of internet availability thereof) to be mailed to the Record Holders.

(g) The Distribution Agent. SITC shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.

3.3 Conditions to the Distribution.

(a) The consummation of the Distribution will be subject to the satisfaction, or waiver by SITC in its sole and absolute discretion, of the following conditions:

(i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for such purposes shall have been instituted or threatened by the SEC;

(ii) The Information Statement (or notice of internet availability thereof) shall have been mailed to Record Holders;

(iii) The transfer of the CURB Assets (other than any Delayed CURB Asset) and CURB Liabilities (other than any Delayed CURB Liability) contemplated to be transferred from SITC to CURB on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the SITC Assets and SITC Liabilities contemplated to be transferred from CURB to SITC on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1;

(iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority;

(v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto;

(vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect;

(vii) The CURB Shares to be distributed in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution;

(viii) An independent appraisal firm acceptable to SITC shall have delivered one or more opinions to the SITC Board confirming the solvency and financial viability of SITC and CURB after consummation of the Distribution, and such opinions shall be acceptable to SITC in form and substance in SITC’s sole discretion and such opinions shall not have been withdrawn or rescinded;

(ix) CURB shall have received an opinion of its counsel to the effect that it has been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and CURB’s proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT under the Code commencing with its initial taxable year ending December 31, 2024; and

(x) No other events or developments shall exist or shall have occurred that, in the judgment of the SITC Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement or any Ancillary Agreement.

(b) The foregoing conditions are for the sole benefit of SITC and shall not give rise to or create any duty on the part of SITC or the SITC Board to waive or not waive any such condition or in any way limit SITC’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the SITC Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties.

3.4 The Distribution.

(a) Subject to Section 3.3, on or prior to the Effective Time, CURB will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding CURB Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the SITC Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of CURB Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form and (ii) receive and hold for and on behalf of each Record Holder the amount of fractional CURB Shares to which such Record Holder would otherwise be entitled to receive in the Distribution. CURB will not issue paper share certificates in respect of the CURB Shares. The Distribution shall be effective at the Effective Time.

(b) Subject to Sections 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive in the Distribution two CURB Shares for every one SITC Share held by such Record Holder on the Record Date, excluding fractional CURB Shares.

(c) No fractional CURB Shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional CURB Shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a shareholder of CURB. In lieu of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB Share pursuant to the Distribution, as applicable, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, SITC shall direct the Agent to determine the number of whole and fractional CURB Shares allocable to each Record Holder, to aggregate all such fractional CURB Shares into whole CURB Shares, and to sell the whole CURB Shares obtained thereby in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by SITC or CURB, and to cause to be distributed to each such Record Holder, in lieu of any fractional CURB Share, such Record Holder’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers’ fees and commissions. None of SITC, CURB or the Agent will be required to guarantee any minimum sale price for the fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of SITC Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such SITC Shares.

(d) Any CURB Shares or cash in lieu of fractional CURB Shares with respect to CURB Shares that remain unclaimed by any Record Holder 180 days after the Distribution Date shall be delivered to CURB, and CURB shall hold such CURB Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such CURB Shares and cash, if any, in lieu of fractional CURB Share interests shall be obligations of CURB, subject in each case to applicable escheat or other abandoned property Laws, and SITC shall have no Liability with respect thereto.

(e) Until the CURB Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. CURB agrees that, subject to any transfers of such CURB Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the CURB Shares then held by such Record Holder, and (ii) each such Record Holder will be entitled, without any action on the part of such Record Holder, to receive evidence of ownership of the CURB Shares then held by such Record Holder.

ARTICLE IV

MUTUAL RELEASES; INDEMNIFICATION

4.1 Release of Pre-Distribution Claims.

(a) CURB Release of SITC. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, CURB does hereby, for itself and each other member of the CURB Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the CURB Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SITC and the members of the SITC Group, and their respective successors and assigns; (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SITC Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns; and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of CURB or a member of the CURB Group, in each case from: (A) all CURB Liabilities, (B) except as provided in Section 10.10, all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the CURB Business, the CURB Assets or the CURB Liabilities.

(b) SITC Releaseof CURB. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, SITC does hereby, for itself and each other member of the SITC Group and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SITC Group (in each case, in their respective capacities as such), remise, release and forever discharge CURB and the members of the CURB Group and their respective successors and assigns, from (i) all SITC Liabilities, (ii) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution and (iii) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the SITC Business, the SITC Assets or the SITC Liabilities.

(c) Obligations Not Affected. Nothing contained in Section 4.1(a) or 4.1(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.7(b) or the applicable Schedules thereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 4.1(a) or 4.1(b) shall release any Person from:

(i) any Liability provided in or resulting from any agreement among any members of the SITC Group or the CURB Group that is specified in Section 2.7(b) or the applicable Schedules thereto as not terminating as of the Effective Time, or any other Liability specified in Section 2.7(b) as not terminating as of the Effective Time;

(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Effective Time;

(iv) any Liability that the Parties may have with respect to indemnification or contribution or other obligation pursuant to this Agreement or any Ancillary Agreement or otherwise for claims brought against the Parties by any Third Party, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; or

(v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1.

In addition, nothing contained in Section 4.1(a) shall release any member of the SITC Group from honoring its existing obligations to indemnify any director, officer or employee of CURB who was a director, officer or employee of any member of the SITC Group on or prior to the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations.

(d) No Claims. CURB shall not make, and shall not permit any member of the CURB Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against SITC or any other member of the SITC Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(b). SITC shall not make, and shall not permit any other member of the SITC Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against CURB or any other member of the CURB Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).

(e) Execution of Further Releases. At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1.

4.2 Indemnification by CURB. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, CURB shall, and shall cause each other member of the CURB Group to, indemnify, defend and hold harmless SITC and each other member of the SITC Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SITC Indemnitees”), from and against any and all Liabilities of the SITC Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any CURB Liability, including any failure of CURB, any other member of the CURB Group or any other Person to pay, perform, fulfill, discharge and, to the extent applicable, comply with, in due course and in full, any such CURB Liabilities;

(b) any breach by CURB or any other member of the CURB Group of this Agreement or any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and

4.3 Indemnification by SITC. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SITC shall, and shall cause the each other member of the SITC Group to, indemnify, defend and hold harmless CURB, CURB OP and each other member of the CURB Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “CURB Indemnitees”), from and against any and all Liabilities of the CURB Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any SITC Liability, including any failure of SITC, any other member of the SITC Group or any other Person to pay, perform, fulfill, discharge and, to the extent applicable, comply with, in due course and in full, any such SITC Liabilities;

(b) any breach by SITC or any other member of the SITC Group of this Agreement or any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and

(c) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent relating to SITC, the members of the SITC Group or the SITC Business, in the Form 10, the Information Statement (as amended or supplemented if CURB shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being expressly agreed that the statements set forth on Schedule 4.3(c) shall be the only statements made explicitly in SITC’s or any SITC Group member’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by CURB.

4.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) Any indemnification payment under this Article IV shall be adjusted in accordance with Section 5.2 of the Tax Matters Agreement.

4.5 Procedures for Indemnification of Third-Party Claims.

(a) Notice of Claims. If, at or following the date of this Agreement, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the SITC Group or the CURB Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.2 or 4.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within 30 days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail (taking into account the information then available to the Indemnitee), and include copies of all notices and documents (including demand letters and motions, pleadings and court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a).

(b) Control of Defense. An Indemnifying Party shall have the right, exercisable by written notice to the Indemnitee, which notice shall acknowledge in writing the indemnification obligation, within 30 days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that (i) Mixed Actions shall be managed in accordance with Section 4.11 and (ii) the Indemnifying Party shall not have the right to control the defense of any Third-Party Claim (A) to the extent such Third-Party Claim seeks criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages) or (B) if the Indemnitee has reasonably determined in good faith that the Indemnifying Party controlling such defense will affect the Indemnitee or its Group in a materially adverse manner. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within 30 days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim.

(c) Allocation of Defense Costs. If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within 30 days after receipt of a notice from an Indemnitee as provided in Section 4.5(a), and the Indemnitee conducts and controls the defense of such Third-Party Claim and the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

(d) Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Sections 6.7 and 6.8, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

(e) No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a Notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within 30 days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

(f) Tax Matters Agreement Governs. The above provisions of this Section 4.5 and the provisions of Section 4.6 do not apply to Taxes (Taxes and Tax matters being governed by the Tax Matters Agreement). In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

4.6 Additional Matters.

(a) Timing of Payments. Indemnification or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article IV shall be paid reasonably promptly (but in any event within 30 days of the final determination of the amount that the Indemnitee is entitled to as indemnification or contribution under this Article IV) by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, and (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification hereunder.

(b) Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party as soon as practicable, but in any event within 30 days (or sooner if the nature of the claim so requires) after becoming aware of such claim; provided that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such Party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

(c) Pursuit of Claims Against Third Parties. If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

(d) Subrogation. In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(e) Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 4.5 and this Section 4.6, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement and the cost of any interest or penalties relating to any judgment or settlement.

4.7 Right of Contribution.

(a) Contribution. If any right of indemnification contained in Section 4.2 or Section 4.3 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b) Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed CURB Assets or Delayed CURB Liabilities (except for the gross negligence or willful misconduct of a member of the SITC Group) shall be deemed to be the fault of CURB and the other members of the CURB Group, and no such fault shall be deemed to be the fault of SITC or any other member of the SITC Group; and (ii) any fault associated with the ownership, operation or activities of either the SITC Business or CURB Business prior to the Effective Time shall be deemed to be the fault of SITC and the other members of the SITC Group, and no such fault shall be deemed to be the fault of CURB or any other member of the CURB Group.

4.8 Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any CURB Liabilities by CURB or a member of the CURB Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any SITC Liabilities by SITC or a member of the SITC Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

4.9 Remedies Cumulative. The remedies provided in this Article IV shall be cumulative and, subject to the provisions of Article VIII, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

4.10 Survival of Indemnities. The rights and obligations of each of SITC and CURB and their respective Indemnitees under this Article IV shall survive (a) the sale or other transfer by either Party or any member of its Group of any assets or businesses or the assignment by it of any liabilities; or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.

4.11 Management of Actions. This Section 4.11 shall govern the management and direction of pending and future Actions in which members of the SITC Group or the CURB Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless otherwise expressly set forth in this Section 4.11.

(a) From and after the Effective Time, the SITC Group shall direct the defense or prosecution of any Actions that constitute only SITC Liabilities or involve only SITC Assets.

(b) From and after the Effective Time, the CURB Group shall direct the defense or prosecution of any Actions that constitute only CURB Liabilities or involve only CURB Assets.

(c) From and after the Effective Time, any Actions that involve or constitute both a SITC Asset or SITC Liability, on the one hand, and a CURB Asset or a CURB Liability, on the other hand (such Actions, the “Mixed Actions”) shall be managed by the Party with the greater financial exposure with respect thereto (taking into account the provisions of this Article IV), as determined in good faith by the Parties; provided that if a Mixed Action involves the pursuit of criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages) against the other Party, any other member of the other Party’s Group or any of their respective stockholders or their Representatives, the other Party shall be entitled to control the defense of the applicable claims against the other Party, any other member of the other Party’s Group or any of their respective stockholders or Representatives. The Parties shall cooperate in good faith and take all reasonable actions to provide for any appropriate joinder or change in named parties to such Mixed Actions such that the appropriate Party or member of such Party’s Group is party thereto. The Parties shall reasonably cooperate and consult with each other and, to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any Mixed Action. The Party managing a Mixed Action shall, on a quarterly basis, or if a material development occurs as soon as reasonably practicable thereafter, inform the other Party of the status of and developments relating to such Mixed Action and provide copies of any material documents, notices or other materials related to such Mixed Action; provided that the failure to provide any such documents, notices or other materials shall not be a basis for liability of a Party managing such Mixed Action except and solely to the extent that the other Party shall have been actually prejudiced thereby. Notwithstanding anything to the contrary herein, the Parties may jointly retain counsel (in which case the cost of counsel shall be

shared equally by the Parties) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any Mixed Action; provided that the Parties shall share discovery and other joint litigation costs in proportion to their respective expected financial exposure or respective expected financial recovery, as applicable. In any Mixed Action, each of the SITC Group and the CURB Group may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the SITC Business or the CURB Business, respectively; provided that each Party shall in good faith make commercially reasonable efforts to avoid adverse effects on the other Party.

(d) No Party managing a Mixed Action (the “Managing Party”) pursuant to Section 4.11(c) shall consent to entry of any judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing Party”), not to be unreasonably withheld, conditioned or delayed; provided, however, that such Non-Managing Party shall be required to consent to such entry of judgment or to such settlement that the Managing Party may recommend if the judgment or settlement: (i) contains no finding or admission of any violation of Law or any violation of the rights of the Non-Managing Party and its applicable related Persons and otherwise contains no admission of any liability of the Non-Managing Party and such related Persons; (ii) involves only monetary relief which the Managing Party has agreed to pay; and (iii) includes a full and unconditional release of the Non-Managing Party and its applicable related Persons. Notwithstanding the foregoing, in no event shall a Non-Managing Party be required to consent to an entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment or other non-monetary relief to be entered, directly or indirectly, against any member of the Non-Managing Party’s Group (other than any such injunctive or other non-monetary relief that is immaterial and solely incidental to the granting of money damages).

(e) To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and the other members of their respective Group shall execute such further instruments or documents as may be necessary to effect such delegation.

ARTICLE V

CERTAIN OTHERMATTERS

5.1 Insurance Matters.

(a) Prior to the Effective Time, SITC and CURB shall use commercially reasonable efforts to either obtain separate insurance policies for CURB and the relevant members of the CURB Group or ensure that CURB and the relevant members of the CURB Group are named insureds under existing insurance policies covering CURB or any member of the CURB Group. Such insurance programs may include but are not limited to general liability, commercial auto liability, workers’ compensation, employer’s liability, pollution legal liability, professional services liability, property, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability.

(b) From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the CURB Group or the SITC Group, as the case may be, prior to the Effective Time, that is a CURB Liability, in the case of a member of the CURB Group, or that is a SITC Liability, in the case of a member of the SITC Group, SITC or CURB, as the case may be, will provide the applicable member of the Group of the other Party with respect to insurance coverage afforded to such other Party prior to the Effective Time (the “Claimant Party”) with access to, and such Claimant Party may, upon 10 days’ prior Notice to the other Party (the “Insured Party”), make claims under, such Insured Party’s insurance policies in place prior to the Effective Time and such Insured Party’s historical policies of insurance, but solely to the extent that such policies provided coverage for members of the Group of the Claimant Party prior to the Effective Time; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions:

(i) The Claimant Party shall use its commercially reasonable efforts to report any claim to the Insured Party, as promptly as practicable, and in any event in sufficient time so that such claim may be made in accordance with Insured Party ’s claim reporting procedures in effect immediately prior to the Effective Time (or in accordance with any modifications to such procedures after the Effective Time communicated by the Insured Party’s Group to the Claimant Party’s Group in writing);

(ii) The Claimant Party and the members of its Group shall exclusively bear and be liable for (and neither the Insured Party nor any members of its Group shall have any obligation to repay or reimburse the Claimant Party or any member of its Group for), and shall indemnify, hold harmless and reimburse the Insured Party and the members of its Group for, any deductibles, self-insured retention, fees and expenses to the extent resulting from any access to, or any claims made by the Claimant Party or any other members of its Group or otherwise made in respect of losses of the CURB Business, in the event that the Claimant Party is CURB or any other member of the CURB Group, or the SITC Business, in the event that the Claimant Party is SITC or any other member of the SITC Group, under, any insurance provided pursuant to this Section 5.1(b), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by members of the Claimant Party’s Group, its employees or Third Party; and

(iii) The Claimant Party shall exclusively bear and be liable for (and neither the Insured Party nor any members of its Group shall have any obligation to repay or reimburse the Claimant Party or any member of its Group for) all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by the Claimant Party or any member of its Group under the policies as provided for in this Section 5.1(b).

(c) Neither the Claimant Party nor any member of its Group, in connection with making a claim under any insurance policy of the Insured Party or any member of its Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between the Insured Party or any

member of its Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or materially reducing coverage, or materially increasing the amount of any premium owed by the Insured Party or any member of its Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of the Insured Party or any member of its Group under the applicable insurance policy; provided that neither the Claimant Party nor any member of its Group making a claim pursuant Section 5.1(b) shall be deemed to be an action that triggers the foregoing clauses (i), (ii) or (iii).

(d) All payments and reimbursements by the Claimant Party pursuant to this Section 5.1 will be made within 30 days after the Claimant Party’s receipt of an invoice therefor from the Insured Party. If the Insured Party incurs costs to enforce the Claimant Party’s obligations herein, the Claimant Party will indemnify and hold harmless the Insured Party for such enforcement costs, including reasonable attorneys’ fees pursuant to Section 4.6(b). Each Party shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, except that neither Party shall settle, release, commute or otherwise eliminate the coverage available under any such policies or programs that applies to any other Party’s Group’s Liabilities without the other Party’s written consent (not to be unreasonably withheld, conditioned or delayed). Each Party shall cooperate with the other Party and share such information as is reasonably necessary in order to permit such Party to manage and conduct its insurance matters as it deems appropriate.

(e) Each of CURB and SITC does hereby, for itself and each other member of its Group, agree that no member of the other Party’s Group shall have any Liability whatsoever as a result of the insurance policies and practices of the other Party and the members of the other Party’s Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

(f) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy. Nothing in this Agreement shall be considered an attempted assignment of any policy of insurance or as a Contract of insurance.

5.2 Late Payments. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within 30 days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the then-current prime rate of interest as published from time to time in The Wall StreetJournal plus five percent (5%).

5.3 Inducement. Each of SITC and CURB acknowledges and agrees that the other Party’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by its covenants and agreements in this Agreement and the Ancillary Agreements, including its assumption and/or retention of the CURB Liabilities or SITC Liabilities, as applicable, pursuant to the provisions of this Agreement and its covenants and agreements contained in Article IV.

5.4 Post-Effective Time Conduct. The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time, except as may otherwise be provided in any Ancillary Agreement, and each Party shall (except as otherwise provided in Article IV) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party.

ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1 Agreement for Exchange of Information.

(a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of SITC and CURB, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group to the extent that (i) such information relates to the CURB Business, or any CURB Asset or CURB Liability, if CURB is the requesting Party, or to the SITC Business, or any SITC Asset or SITC Liability, if SITC is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made reasonably determines that any such provision of information could be commercially detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence; provided, further, nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

(b) Subject to any limitations imposed by applicable Law and to the extent it has not done so before the Effective Time, upon and at such intervals as requested by CURB, SITC shall transfer to CURB (or its designee member of the CURB Group) any employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to employees or former employees of the CURB Group and other records reasonably required by CURB to enable CURB to properly carry out its obligations under this Agreement and the Employee Matters Agreement. Subject to any limitation imposed by applicable Law, including privacy protection Laws or regulations, each Party shall permit the other Party reasonable access to its employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.

6.2 Ownership of Information. The provision of any information pursuant to Section 6.1 or Section 6.7 shall not affect the ownership of such information (which shall be determined solely in accordance with the terms of this Agreement and the Ancillary Agreements), or constitute a grant of rights in or to any such information.

6.3 Compensation for Providing Information. The Party requesting information pursuant to a request for information in accordance with this Article VI agrees to reimburse the other Party for any reasonable Third Party out-of-pocket expenses (including fees and expenses of attorneys, accountants and other agents, but excluding reimbursement for general overhead, salaries and employee benefits) incurred, if any, in connection with complying with any request with respect to such information.

6.4 Record Retention. To facilitate the possible exchange of information pursuant to this Article VI and other provisions of this Agreement after the Effective Time, the Parties agree to use their commercially reasonable efforts, which shall be no less rigorous than those used for retention of such Party’s own information, to retain all information in their respective possession or control on the Effective Time in accordance with their respective then existing document retention policies, as such policies may be amended from time to time. Notwithstanding the foregoing in this Section 6.4, Section 8 of the Tax Matters Agreement will govern the retention of Tax-related records.

6.5 Limitations of Liability. Neither Party shall have any Liability to the other Party in the event that any information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence, bad faith, fraud or willful misconduct by the Party providing such information. Neither Party shall have any Liability to any other Party if any information is destroyed after commercially reasonable efforts by such Party to comply with the provisions of Section 6.4.

6.6 Other Agreements Providing for Exchange of Information.

(a) The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of information set forth in any Ancillary Agreement.

(b) Any party that receives, pursuant to a request for information in accordance with this Article VI, Tangible Information that is not relevant to its request shall, at the request of the providing Party, (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information; and (ii) deliver to the providing Party written confirmation that such Tangible Information was returned or destroyed, as the case may be, which confirmation shall be signed by an authorized representative of the requesting Party.

6.7 Production of Witnesses; Records; Cooperation.

(a) Without limiting any of the rights or obligations of the Parties pursuant to Section 6.1 and Section 6.4, after the Effective Time, except in the case of an adversarial Action or Dispute between SITC and CURB, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents

of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder, in each case, until the later of (i) the statute of limitations, if any, applicable to such Action and (ii) with respect to any Action commenced prior to the applicable statute of limitations, if any, final resolution of such Action. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

(b) Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions, other than an adversarial Action or Dispute between SITC and CURB or any members of their respective Groups.

(c) Without limiting any provision of this Section 6.7, each of the Parties agrees to cooperate, and to cause each member of its respective Group to cooperate, with each other in the defense of any infringement or similar claim with respect any Intellectual Property and shall not claim to acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or infringing use of any Intellectual Property of a Third Party in a manner that would hamper or undermine the defense of such infringement or similar claim.

(d) The obligation of the Parties to make available former, current and future directors, officers, employees and other personnel and agents pursuant to this Section 6.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to use commercially reasonable efforts to make available employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict.

6.8 Privileged Matters.

(a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the SITC Group and the CURB Group, and that each of the members of the SITC Group and the CURB Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the SITC Group or the CURB Group, as the case may be.

(b) The Parties agree as follows:

(i) SITC shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the SITC Business and not to the CURB Business, whether or not the Privileged Information is in the possession or under the control of any member of the

SITC Group or any member of the CURB Group. SITC shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any SITC Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the SITC Group or any member of the CURB Group;

(ii) CURB shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the CURB Business and not to the SITC Business, whether or not the Privileged Information is in the possession or under the control of any member of the CURB Group or any member of the SITC Group. CURB shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any CURB Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the CURB Group or any member of the SITC Group; and

(iii) if the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article VII to resolve any disputes as to whether any information relates solely to the SITC Business, solely to the CURB Business or to both the SITC Business and the CURB Business.

(c) Subject to the remaining provisions of this Section 6.8, the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 6.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the consent of the other Party.

(d) If any Dispute arises between the Parties or any members of their respective Group regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of their respective Group, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except in good faith to protect its own legitimate interests.

(e) In the event of any adversarial Action or Dispute between SITC and CURB, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such other Party’s Group has a shared privilege, without obtaining consent pursuant to Section 6.8(c); provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to the Action between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to any Third Party.

(f) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which another Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which Notice shall be delivered to such other Party no later than five business days following the receipt of any such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of SITC and CURB set forth in this Section 6.8 and in Section 6.9 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of Notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

(h) In connection with any matter contemplated by Section 6.7 or this Section 6.8, the Parties agree to, and to cause the applicable members of their Group to, use commercially reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.

6.9 Confidentiality.

(a) Confidentiality. Subject to Section 6.9(c), from and after the Effective Time until the five-year anniversary of the Effective Time, each of SITC and CURB, on behalf of itself and each member of its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care (but no less than a reasonable degree of care) as they exercise to preserve confidentiality for their own similar proprietary or confidential information, all confidential and proprietary information concerning the other Party or any member of the other Party’s Group or their respective businesses that is either in its possession (including confidential and proprietary information in its possession prior to the date hereof) or furnished by any such other Party or any member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement,

any Ancillary Agreement or otherwise, and shall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement; (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information; or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any member of such Party’s Group. If any confidential and proprietary information of one Party or any member of its Group is disclosed to the other Party or any member of such other Party’s Group in connection with providing services to such first Party or any member of such first Party’s Group under this Agreement or any Ancillary Agreement, then such disclosed confidential and proprietary information shall be used only as required to perform such services.

(b) No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any information addressed in Section 6.9(a) to any other Person, except its Representatives who need to know such information in their capacities as such (who shall be advised of their obligations hereunder with respect to such information), and except in compliance with Section 6.9(c). Without limiting the foregoing, when any such information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each Party will promptly after request of the other Party either return to the other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon).

(c) Protective Arrangements. In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall, to the extent reasonably practicable, cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

(d) Third-Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and members of its Group may presently have and, following the Effective Time, may gain access to or possession of confidential or proprietary information of, or personal information relating to, Third Parties (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or members of such Party’s Group, on the other hand, prior to the Effective Time; or (ii) that, as between the Parties, was originally collected by the other Party or members of such Party’s Group and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause the members of its Group and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary information of, or personal information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, on the other hand.

ARTICLE VII

DISPUTERESOLUTION

7.1 Good-Faith Negotiation. Subject to Section 7.4, either Party seeking resolution of any dispute, controversy or claim (a “Dispute”) arising out of or relating to this Agreement or Ancillary Agreement (except as set forth in Section 7.6) (including regarding whether any Assets are CURB Assets, any Liabilities are CURB Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement), shall provide Notice thereof to the other Party (the “Initial Notice”), and within 30 days of the delivery of the Initial Notice, the Parties shall attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by the highest ranking officer of each Party who is not also a director or officer of the other Group (and, in any event, holding, at a minimum, the title of vice president. It being acknowledged that if there are multiple such officers, any such officer may serve). All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute within 30 days after the delivery of such Notice or if a Party reasonably concludes that the other Party is not willing to negotiate as contemplated by this Section 7.1, the Dispute shall be submitted to mediation in accordance with Section 7.2.

7.2 Mediation. Any Dispute not resolved pursuant to Section 7.1 shall, at the written request of a Party (a “Mediation Request”), be submitted to nonbinding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“CPR”) Mediation Procedure, except as modified herein. The mediation shall be held in New York, New York. The Parties shall have 20 days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within 20 days of receipt by a party of a Mediation Request, then a Party may request (on Notice to the other Party), that CPR appoint a mediator in accordance with the CPR Mediation Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any information about the

evidence adduced or the documents produced by the other Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable Notice of the intended disclosure and afford the other party a reasonable opportunity to protect its interests. If the Dispute has not been resolved within 60 days of the appointment of a mediator, or within 90 days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then the Dispute shall be submitted to binding arbitration in accordance with Section 7.3.

7.3 Arbitration.

(a) In the event that a Dispute has not been resolved within 60 days of the appointment of a mediator in accordance with Section 7.2, or within 90 days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then such Dispute shall, upon the written request of a Party (the “Arbitration Request”) be submitted to be finally resolved by binding arbitration pursuant to the CPR Arbitration Procedure. The arbitration shall be held in the same location as the mediation pursuant to Section 7.2. Unless otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 7.3 will be decided (i) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $5 million; or (ii) by a panel of three arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals $5 million or more.

(b) The panel of three arbitrators will be chosen as follows: (i) within 15 days from the date of the receipt of the Arbitration Request, each Party will name an arbitrator; and (ii) the two Party-appointed arbitrators will thereafter, within thirty (30) days from the date on which the second of the two arbitrators was named, name a third, independent arbitrator who will act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within 15 days from the date of receipt of the Arbitration Request, then upon written application by either Party, that arbitrator shall be appointed pursuant to the CPR Arbitration Procedure. In the event that the two Party-appointed arbitrators fail to appoint the third, then the third, independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure. If the arbitration will be before a sole independent arbitrator, then the sole independent arbitrator will be appointed by agreement of the Parties within 15 days of the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator, then upon written application by either party, the sole independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure.

(c) The arbitrator(s) will have the right to award, on an interim basis, or include in the final award, any relief which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrator(s) will not award any relief not specifically requested by the Parties and, in any event, will not award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages

of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim). Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 7.4, the arbitrator(s) may affirm or disaffirm that relief, and the Parties will seek modification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The initiation of mediation or arbitration pursuant to this Article VII will toll the applicable statute of limitations for the duration of any such proceedings.

7.4 Litigation and Unilateral Commencement of Arbitration. Notwithstanding the foregoing provisions of this Article VII, (a) a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 7.1, Section 7.2 and Section 7.3 if such action is reasonably necessary to avoid irreparable damage and (b) either Party may initiate arbitration before the expiration of the periods specified in Section 7.2 and Section 7.3 if (i) such Party has submitted a Mediation Request or Arbitration Request, as applicable, and the other party has failed, within the applicable periods set forth in Section 7.3, to agree upon a date for the first mediation session to take place within 30 days after the appointment of such mediator or such longer period as the Parties may agree to in writing or (ii) such Party has failed to comply with Section 7.3 in good faith with respect to commencement and engagement in arbitration. In such event, the other Party may commence and prosecute such arbitration unilaterally in accordance with the CPR Arbitration Procedure.

7.5 Conduct During Dispute Resolution Process. Unless otherwise agreed to in writing, the Parties shall, and shall cause their respective members of their Group to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VII, unless such commitments are the specific subject of the Dispute at issue.

7.6 Disputes Arising Under the Shared Services Agreement. The provisions of Section 7.1 through Section 7.5 do not apply to Disputes arising out of or relating to the Shared Services Agreement (Disputes arising thereunder being controlled by the applicable provisions of the Shared Services Agreement).

ARTICLE VIII

FURTHERASSURANCES AND ADDITIONAL COVENANTS

8.1 Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its reasonable best efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, prior to, on and after the Effective Time, each Party hereto shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain or make all Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the CURB Assets and the SITC Assets and the assignment and assumption of the CURB Liabilities and the SITC Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c) On or prior to the Effective Time, SITC and CURB in their respective capacities as direct and indirect shareholders of the members of their Groups, shall each ratify any actions which are reasonably necessary or desirable to be taken by SITC, CURB or any of the members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d) SITC and CURB, and each of the members of their respective Groups, waive (and agree not to assert against any of the others) any claim or demand that any of them may have against any of the others for any Liabilities or other claims relating to or arising out of: (i) the failure of CURB or any other member of the CURB Group, on the one hand, or of SITC or any other member of the SITC Group, on the other hand, to provide any notification or disclosure required under any state Environmental Law in connection with the Separation or the other transactions contemplated by this Agreement, including the transfer by any member of any Group to any member of the other Group of ownership or operational control of any Assets not previously owned or operated by such transferee; or (ii) any inadequate, incorrect or incomplete notification or disclosure under any such state Environmental Law by the applicable transferor. To the extent any Liability to any Governmental Authority or any Third Party arises out of any action or inaction described in clause (i) or (ii) above, the transferee of the applicable Asset hereby assumes and agrees to pay any such Liability.

8.2 Treatment of Commingled Properties. The Parties acknowledge that the CURB Properties set forth on Schedule 8.2 are subject to ground leases (the “Commingled Properties”) by and between the applicable member of the SITC Group and the applicable member of the CURB Group, pursuant to which the Commingled Properties may be subdivided into separate legal parcels of real property for all purposes and a separate parcel for the assessment of real property taxes in accordance with the applicable ground lease (a “Subdivision”). In accordance with the terms and conditions of the applicable ground lease(s), unless otherwise provided therein, CURB (or the applicable member of the CURB Group) shall be solely responsible for the cost of obtaining a Subdivision, any application or review fees, attorneys’ fees and the cost of

recording such Subdivision; provided that CURB (or the applicable member of the CURB Group) will not be required to pay any additional consideration or fee to SITC (or any member of the SITC Group) in connection with a Subdivision. For the avoidance of doubt, in the event of any conflict between the covenants and obligations set forth in the immediately preceding sentence of this Section 8.2 and the applicable ground lease, the terms of the applicable ground lease shall control.

8.3 Redevelopment Projects. From and after the Effective Time, SITC shall cause the applicable members of the SITC Group to (a) take, at its own expense, all actions reasonably necessary to complete the renovation or redevelopment of the CURB Properties set forth on Schedule 8.3 (the “Redevelopment Projects”), in each case, substantially in accordance with the plans and specifications and other terms and conditions (including as to scope of work, standard of care, timing for completion and inspection rights) attached to Schedule 8.3, and (b) keep a designated representative of CURB reasonably informed with respect to the progress of such Redevelopment Projects as further set forth on Schedule 8.3. SITC (or the applicable member of the CURB Group) shall bear all costs and expenses in connection with all Redevelopment Projects, including the cost and expense of preparing the applicable property for redevelopment, application or review fees, attorneys’ fees and other costs and expenses incurred in connection with such Redevelopment Projects.

8.4 Insurance Subsidiary; Purchase Option. Subject to the limitations and conditions described herein, upon the two-year anniversary of the Effective Time (the “Option Trigger Date”), CURB shall have the right to purchase (the “Purchase Option”) all of the equity interests of the member of the SITC Group set forth on Schedule 8.4 (the “Purchase Option Company”) from SITC or the applicable member of the SITC Group for the price of one dollar plus an amount equal to any retained capital held by the Purchase Option Company at the time of consummation of such sale and purchase (the “Option Purchase Price”), by delivering notice to SITC of the exercise of such right within one year of the Option Trigger Date (the “Option Notice Deadline”). As promptly as practicable following the delivery of the notice contemplated by the preceding sentence, and subject to receipt of any required Approvals or Notifications from any Governmental Authorities, CURB shall make the payment of the Option Purchase Price in immediately available funds to such account or accounts as may be designated by SITC, and both Parties (or the applicable members of their respective Groups) shall execute documentation reasonably satisfactory to CURB and SITC to consummate the sale and purchase of the Purchase Option Company. In connection with the sale and purchase of the Purchase Option Company, the Parties will work together in good faith to obtain any Approval or Notifications from any Governmental Authority required in connection therewith at CURB’s cost and expense, including, all filing, legal or Third Party fees. Prior to the Option Notice Deadline, (a) neither SITC nor any other member of its Group may transfer any of its equity interests in the Purchase Option Company to any other Person (other than another member of the SITC Group), (b) dissolve, liquidate or windup the Purchase Option Company (or take similar actions having the same or a similar effect) or (c) merge or consolidate the Purchase Option Company with any other Person (or take similar actions having the same or similar effect), in each case, without the prior written consent of CURB. Notwithstanding the foregoing, the Purchase Option shall terminate and thereafter be of no further force and effect, and CURB shall not have the right to exercise the Purchase Option to purchase all of the equity interests of the Purchase Option Company from SITC, upon or following the termination of the Shared Services Agreement pursuant to a Sanctioned Termination Event (as such term is defined in the Shared Services Agreement).

8.5 Lease Agreement. On or prior to April 1, 2025, SITC and CURB shall, or shall cause the applicable member of its respective Group to, enter into the Lease Agreement, effective as of April 1, 2025, for the space described in the Lease Agreement upon the terms and conditions set forth in such Lease Agreement. The Parties will cooperate in good faith to make any changes reasonably required to the form of Lease Agreement such that the Lease Agreement is in execution form, including appropriately completing any exhibits, placeholders or blanks.

ARTICLE IX

TERMINATION

9.1 Termination. This Agreement may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by SITC, in its sole and absolute discretion, without the approval or consent of any other Person, including CURB. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

9.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE X

MISCELLANEOUS

10.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement and each Ancillary Agreement may be executed (including by facsimile, PDF or other electronic transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

(b) This Agreement and Ancillary Agreements and the Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to such subject matter.

(c) SITC represents on behalf of itself and each other member of the SITC Group, and CURB represents on behalf of itself and each other member of the CURB Group, as follows:

(i) each such Person has the requisite power and authority and has taken all action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

10.2 Governing Law. The provisions of this Agreement and, unless expressly provided there, each Ancillary Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

10.3 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the Parties and the parties thereto, respectively, and their respective successors and permitted assigns; provided, however, that neither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party hereto or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement and all Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

10.4 Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any SITC Indemnitee or CURB Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

10.5 Notices. Any notice, report or other communication (each a “Notice”) required or permitted to be given under this Agreement and, to the extent applicable and unless otherwise provided therein, under each Ancillary Agreement shall be in writing and shall be given by being delivered (a) by hand, (b) by courier or overnight carrier or (c) by e-mail to the addresses set forth below:

To SITC:

SITE Centers Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attention: General Counsel

e-mail: [***]

with a copy (which shall not constitute Notice) to:

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114

Attention: Peter Izanec

email: [***]

To CURB or CURB OP:

Curbline Properties Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attention: General Counsel

e-mail: [***]

Any Party may at any time give Notice to the other Party of a change in its address for the purposes of this Section 10.5. For the avoidance of doubt, it is expressly understood that either Party may waive the requirement of any applicable Notice provision hereunder or under any Ancillary Agreement at any time and by any reasonable means.

10.6 Severability. The provisions of this Agreement and the Ancillary Agreements are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

10.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide Notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

10.8 No Set-Off. Except as set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to either such Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.

10.9 Publicity. Prior to the Effective Time, each of SITC and CURB shall consult with each other prior to either Party issuing any press releases or otherwise making public statements with respect to the Separation, the Distribution or any of the other transactions contemplated hereby or under any Ancillary Agreement and prior to making any filings with any Governmental Authority with respect thereto.

10.10 Expenses. Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement or as otherwise agreed to in writing by the Parties, (a) all fees, costs and expenses, including all accounting, legal, financial advisory, NYSE or Third Party fees, incurred prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Separation, the Form 10, the CURB Financing Arrangements and the Distribution and the consummation of the transactions contemplated hereby shall be borne by SITC; and (b) all fees, costs and expenses, including all accounting, legal, financial advisory, NYSE or Third Party fees, incurred after the Effective Time shall be borne by the Party or its applicable Subsidiary incurring such fees, costs or expenses.

10.11 Headings. The article, section and paragraph headings contained in this Agreement and the Ancillary Agreements are for convenience only, and they neither form a part of this Agreement or any Ancillary Agreement nor are they to be used in the construction or interpretation hereof or thereof.

10.12 Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

10.13 No Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver.

10.14 Specific Performance. Subject to the provisions of Article VII, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

10.15 Amendments. Neither this Agreement nor any Ancillary Agreement shall be amended, supplemented, terminated, modified, discharged or otherwise changed, in whole or in part, except by an instrument in writing signed by the parties hereto or thereto, or their respective successors or permitted assignees.

10.16 Interpretation. For the purposes of this Agreement and the Ancillary Agreements, (a) whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (c) the word “or” is not exclusive; (d) the words “herein,” “hereof” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules and Exhibits hereto and thereto); (e) references to any Person include the successors and permitted assigns of that Person; (f) “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if;” (g) unless the context otherwise requires, Articles, Sections, Schedules and Exhibits mean Articles of, Sections of and Schedules and Exhibits attached to this Agreement (or the applicable Ancillary Agreement); (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States or Cleveland, Ohio; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (j) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall be references to October 1, 2024. This Agreement and the Ancillary Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement (or the applicable Ancillary Agreement) to the same extent as if they were set forth verbatim herein or therein. In the case of any conflict between this Agreement and (x) the Shared Services Agreement in relation to any matters addressed by the Shared Services Agreement, the Shared Services Agreement shall prevail unless the Shared Services Agreement explicitly states that this Agreement shall control; (y) the Employee Matters Agreement in relation to any matters addressed by the Employee Matters Agreement, the Employee Matters Agreement shall prevail unless the Employee Matters Agreement explicitly states that this Agreement shall control; and (z) the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail unless the Tax Matters Agreement explicitly states that this Agreement shall control.

10.17 Limitations of Liability. Notwithstanding anything in this Agreement to the contrary, but without limiting any recovery expressly provided by Section 7.2, neither CURB or any member of the CURB Group, on the one hand, nor SITC or any member of the SITC Group, on the other hand, shall be liable under this Agreement to the other for any punitive or exemplary damages in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

10.18 Performance. SITC will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the SITC Group. CURB will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the CURB Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement and any applicable Ancillary Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives.

SITE CENTERS CORP.
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer
CURBLINE PROPERTIES CORP.
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer
CURBLINE PROPERTIES LP
	By: Curbline Properties Corp., its General Partner
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer

[Signature Page toSeparation and Distribution Agreement]

EX-10.1

Exhibit 10.1

SHARED SERVICES AGREEMENT

by and among

SITECENTERS CORP.,

CURBLINE PROPERTIES CORP.,

and

CURBLINEPROPERTIES LP

Dated October 1, 2024

TABLE OF CONTENTS


1.	DEFINITIONS	1
2.	STANDARD	6
3.	SERVICES	6
4.	AUTHORITY OF CURB	8
5.	SHARED CORPORATE OFFICES	8
6.	COMPENSATION	9
7.	EXPENSES	10
8.	DISCLAIMER	11
9.	NO PARTNERSHIP OR JOINT VENTURE	11
10.	BANK ACCOUNTS; OTHER ASSETS	11
11.	RECORDS	11
12.	LIMITATIONS ON ACTIVITIES	12
13.	OTHER SERVICES	12
14.	ACTIVITIES OF SERVICE PROVIDER	13
15.	CONFLICTS	13
16.	NO RESTRICTIVE COVENANTS	14
17.	CONFIDENTIALITY; DATA PROTECTION	14
18.	SYSTEMS SECURITY	15
19.	INTELLECTUAL PROPERTY	16
20.	JOINT REPRESENTATION MATTERS	17
21.	TERM OF AGREEMENT	17
22.	TERMINATION	17
23.	EFFECT OF TERMINATION	18
24.	ASSIGNMENT	19
25.	PAYMENTS TO AND DUTIES OF SERVICE PROVIDER UPON TERMINATION	19
26.	INDEMNIFICATION; LIMITATION OF LIABILITY	19
27.	NOTICES	20
28.	MODIFICATION	20
29.	SEVERABILITY	20
30.	GOVERNING LAW	20
31.	DISPUTE RESOLUTION	21

TABLE OF CONTENTS

(continued)

32.	ENTIRE AGREEMENT	23
33.	NO WAIVER	23
34.	CERTAIN INTERPRETATIVE MATTERS	23
35.	HEADINGS	24
36.	EXECUTION IN COUNTERPARTS	24
Exhibits
Exhibit A: Form of Lease Agreement
Exhibit B: Shared Corporate Offices
Exhibit C: Allocation of Expenses

SHARED SERVICES AGREEMENT

THIS SHARED SERVICES AGREEMENT, dated October 1, 2024 (this “Agreement”), is by and among SITE Centers Corp., an Ohio corporation (“SITC”), Curbline Properties Corp., a Maryland corporation (“CURB”), and Curbline Properties LP, a Delaware limited partnership (“CURB OP”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.

RECITALS:

WHEREAS, CURB OP is the operating partnership of CURB, which, as of the date hereof, operates through an UPREIT structure, in which substantially all of CURB’s properties and assets are held through its operating partnership;

WHEREAS, on the date immediately prior to the date hereof, CURB was a wholly owned subsidiary of SITC, and on the date hereof, SITC has completed a spin-off of CURB into an independent publicly traded REIT by way of a distribution of shares of CURB (the “Spin-off”);

WHEREAS, following the Spin-off, CURB OP employs, either directly or through one or more of its subsidiaries, (i) executive officers and other senior management personnel with extensive experience in all aspects of managing the business and operations of REITs similarly situated to SITC and (ii) transactions personnel with extensive experience with transactions involving or related to real estate assets, and is willing to provide management and leadership services and transactions services to SITC pursuant to the terms of this Agreement; and

WHEREAS, following the Spin-off, SITC has retained certain personnel, assets and other resources, including Systems and office space, necessary or useful for the operation of a REIT undertaking the current or anticipated future operations of CURB, and is willing to provide such personnel, assets and other resources to CURB OP, either directly or to its Affiliates, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS. As used in this Agreement, the following terms have the definitions set forth below.

“Accessing Party” has the meaning set forth in Section 18(a).

“Affiliate” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, the terms “controls,” “is controlled by,” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership or voting rights, by Contract or otherwise. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, with respect to SITC and its Affiliates, “Affiliate” will not include CURB OP or its Affiliates, and with respect to CURB OP and its Affiliates, “Affiliate” will not include SITC and its Affiliates.

“Agreement” has the meaning set forth in the preamble to this Agreement, and such term shall include any amendment hereto from time to time.

“Ancillary Agreement” has the meaning as such term is defined in the Separation and Distribution Agreement.

“Arbitration Request” has the meaning set forth in Section 31(c)(i).

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in New York City, New York.

“Confidential Information” has the meaning set forth in Section 17(a).

“Contract” means any contract, lease, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement, whether written or oral, that is binding on any Person or any part of its property under applicable Law.

“Convenience Early Exit Amount” means an amount equal to $12 million.

“CPR” has the meaning set forth in Section 31(b).

“CURB” has the meaning set forth in the preamble to this Agreement.

“CURB Board” means the Board of Directors of CURB.

“CURB Change of Control” means any “person” (as used within the meaning of Section 13(d) of the Exchange Act, as enacted and in force on the date hereof), in a single transaction or in a related series of transactions, whether by way of purchase, acquisition, tender, exchange or other similar offer or recapitalization, reclassification, consolidation, merger, share exchange, scheme of arrangement or other business combination transaction, becoming the “beneficial owner” (as that term is defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) of securities of CURB representing a majority of the combined voting power of CURB’s securities then outstanding.

“CURB Continuing Director” means a Director of CURB who either (a) was a Director of CURB on the date hereof or (b) is an individual whose election, or nomination for election, as a Director of CURB was approved by a vote of at least a majority of the Directors of CURB then in office who were CURB Continuing Directors.

“CURB Gross Revenue” means all receipts of every kind and nature derived from the operation of the CURB Properties during a specified month on a cash basis, including receipts from (a) all fixed and minimum rent, percentage rent and license fees payable by tenants and other occupants of each CURB Property; (b) the sale of electricity, utilities and heating, ventilation and air conditioning to tenants and other occupants of each CURB Property; (c) all amounts charged to tenants and other occupants of each CURB Property for common area maintenance, real estate taxes, insurance and interest; (d) any other payments of any nature made by any tenants or other occupants including lease termination fees; (e) proceeds of rent interruption insurance; and (f) all

amounts contributed to any marketing and promotion fund or merchants association, if any. For purposes of this Agreement, “CURB Gross Revenue” shall exclude any proceeds received and collected from: (i) proceeds from the financing or sale of any portions of any CURB Property; (ii) the condemnation or taking of all or a portion of any CURB Property by eminent domain; (iii) insurance policies (except for rent interruption insurance proceeds); (iv) any extraordinary or non-recurring event, including proceeds from any litigation other than rent (and other reimbursable expenses) collections and other than interest collected thereon; (v) security deposits and other deposits (unless applied upon rent, damages or other expenses); (vi) trade discounts and rebates; (vii) payments by tenants for tenant improvements; (viii) refunds due to overpayment; (ix) amounts paid to reimburse CURB OP or its applicable subsidiary owner of the applicable CURB Property for the cost of capital improvements or remodeling and tenant charges, including overhead or interest factor payable by tenants in connection with such reimbursement; (x) abatement, reduction of refund of taxes; and (xi) amortization for tenant work (except that portion which is part of base rent).

“CURB OP” has the meaning set forth in the preamble to this Agreement.

“CURB Property” or “CURB Properties” means, as the context requires, any or all, respectively, of the Real Property owned by CURB OP, directly or indirectly through one or more of its Affiliates or through joint venture arrangements or other partnership or investment interests.

“CURB Services” has the meaning set forth in Section 3(a).

“Director” means a director of SITC or CURB, as context requires.

“Disclosing Party” has the meaning set forth in Section 17(a).

“Dispute” has the meaning set forth in Section 31(a).

“Dispute Party” has the meaning set forth in Section 31(a).

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

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“Granting Party” has the meaning set forth in Section 18(a).

“Group” has the meaning set forth in Section 4(b).

“Initial Notice” has the meaning set forth in Section 31(a).

“Joint Representation Attorney” has the meaning set forth in Section 20.

“Joint Representation Matter” has the meaning set forth in Section 20.

“Law” means any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty, license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Lease Agreement” means the form of lease agreement attached as Exhibit A.

“Leased Shared Corporate Offices” means, collectively, the offices leased by SITC or its Affiliates more particularly described on Exhibit B.

“Mediation Request” has the meaning set forth in Section 31(b).

“Notice” has the meaning set forth in Section 27.

“Owned Shared Corporate Offices” means, collectively, the offices owned by SITC or its Affiliates more particularly described on Exhibit B.

“Person” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated association, trust or other entity.

“Prime Rate” means the prime rate of interest as published from time to time in the Wall Street Journal.

“Property” or “Properties” means CURB Property or CURB Properties or SITC Property or SITC Properties, as the context may indicate.

“Real Property” means land, rights in land (including leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land.

“Receiving Party” has the meaning set forth in Section 17(a).

“Recipient” means (a) in the case of CURB Services, SITC receiving Services hereunder, or (b) in the case of SITC Services, CURB OP receiving Services hereunder.

“REIT” means “real estate investment trust” within the meaning of Section 856 of the U.S. Internal Revenue Code.

“Sanctioned Termination Event” means the termination of this Agreement by (a) SITC pursuant to Section 22(d)(ii) upon a CURB Change of Control or a change in the composition of the CURB Board such that the CURB Continuing Directors cease for any reason to constitute at least a majority of the CURB Board, (b) SITC pursuant to Section 22(f) on account of CURB’s uncured material breach of this Agreement or (c) CURB OP pursuant to Section 22(e)(ii) upon a CURB Change of Control.

“Security Regulations” has the meaning set forth in Section 18(a).

“Separation and Distribution Agreement” means that certain Separation and Distribution Agreement by and among SITC, CURB and CURB OP dated as of the date hereof.

“Service Provider” means (a) in the case of CURB Services, CURB OP providing Services hereunder or (b) in the case of SITC Services, SITC providing Services hereunder.

“Services” means the CURB Services or the SITC Services, individually, or the CURB Services and the SITC Services, collectively, as the context may indicate.

“Shared Corporate Offices” means, collectively, the Leased Shared Corporate Offices and the Owned Shared Corporate Offices.

“SITC” has the meaning set forth in the preamble to this Agreement.

“SITC Articles of Incorporation” means the articles of incorporation of SITC filed with the Ohio Secretary of State, as the same may be amended from time to time.

“SITC Board” means the Board of Directors of SITC.

“SITC Change of Control” means any “person” (as used within the meaning of Section 13(d) of the Exchange Act, as enacted and in force on the date hereof), in a single transaction or in a related series of transactions, whether by way of purchase, acquisition, tender, exchange or other similar offer or recapitalization, reclassification, consolidation, merger, share exchange, scheme of arrangement or other business combination transaction, becoming the “beneficial owner” (as that term is defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) of securities of SITC representing a majority of the combined voting power of SITC’s securities then outstanding.

“SITC Code of Regulations” means SITC’s Amended and Restated Code of Regulations, dated October 11, 2018, as the same may be amended from time to time.

“SITC Continuing Director” means a Director of SITC who either (a) was a Director of SITC on the date hereof or (b) is an individual whose election, or nomination for election, as a Director of SITC was approved by a vote of at least a majority of the Directors of SITC then in office who were SITC Continuing Directors.

“SITC Disinterested Director” means a Director of SITC who (a) qualifies as “independent” as determined by the requirements of the New York Stock Exchange and the regulations of the U.S. Securities and Exchange Commission and (b), at the time the relevant action is to be taken under this Agreement, is not also then a Director, officer or employee of CURB or any of its Affiliates.

“SITC Property” or “SITC Properties” means, as the context requires, any, or all, respectively, of the Real Property owned by SITC, directly or indirectly through one or more of its Affiliates or through joint venture arrangements or other partnership or investment interests.

“SITC Services” has the meaning set forth in Section 3(b).

“SITC Services Fee” has the meaning set forth in Section 6(a).

“Spin-off” has the meaning set forth in the recitals to this Agreement.

“Systems” has the meaning set forth in Section 18(a).

“Tax Matters Agreement” means that certain Tax Matters Agreement by and among SITC, CURB and CURB OP dated as of the date hereof.

“Term” has the meaning set forth in Section 21.

“Termination Amount” means an amount equal to the product of $2.5 million and the total number of whole and partial fiscal quarters remaining in the Term as of the Termination Date or effective date of the termination of the SITC Services, as applicable, with the amount attributable to any partial fiscal quarter being pro-rated based on the proportion of days remaining in such partial fiscal quarter.

“Termination Date” means the date of termination of this Agreement.

2. STANDARD. Service Provider shall use, and shall cause each of its applicable Affiliates to use, its commercially reasonable efforts in the timely provision of the Services to be rendered by it hereunder to Recipient, exercising the same degree of care and diligence as it exercises in performing the same or similar services for itself, and shall reasonably cooperate with Recipient in connection with the provision of such Services.

3. SERVICE S.

(a) CURB SERVICES. During the Term, subject to the terms and conditions of this Agreement, including Section 4 and, consistent with the provisions of the SITC Articles of Incorporation and the SITC Code of Regulations and the objectives and policies of SITC established from time to time by the SITC Board and subject to the supervision and direction of the SITC Board and SITC executives, CURB OP will provide, or cause to be provided, the following services to SITC (collectively, the “CURB Services”):

(i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operations of a REIT similarly situated to SITC, including supervising various business functions of SITC necessary for the day-to-day management operations of SITC and its Affiliates (excluding, for the avoidance of doubt, supervising functional areas that are supervised by, or the personnel within such functional areas otherwise report to, any of the chief financial officer, the chief accounting officer or general counsel of SITC); and

(ii) transactions services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to SITC, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with SITC’s strategic objectives.

Individuals designated by CURB OP to provide such services shall be under the supervision and direction of the SITC Board when providing such CURB Services.

(b) SITC SERVICES. During the Term, subject to the terms and conditions of this Agreement and, subject to the supervision and direction of CURB OP’s executives and management personnel, SITC will provide, or cause to be provided, the services of its employees and the use or benefit of its assets and other resources (including access to its Systems) as may be necessary or useful to establish and operate various business functions at CURB in a manner as would be established and operated for a REIT similarly situated to CURB as if it had the internal resources to do so (collectively, the “SITC Services”). CURB OP will have the authority to supervise the employees of SITC and its Affiliates and direct and control the day-to-day activities of such employees while providing Services to CURB OP or its Affiliates hereunder.

(c) THIRD-PARTY SERVICE PROVIDERS. CURB OP acknowledges and agrees that certain of the SITC Services to be provided under this Agreement have been, and will continue to be provided, as applicable, by third-party service providers. To the extent so provided, SITC will use commercially reasonable efforts to (i) cause such third-party service providers to provide such SITC Services under this Agreement and/or (ii) enable CURB OP and its Affiliates to avail themselves of such SITC Services; provided, however, that if any such third-party service providers is unable or unwilling to provide any such SITC Services, the parties hereto agree to use their commercially reasonable efforts to determine the manner in which such SITC Services can best be provided.

(d) MODIFICATIONS. The parties hereto agree that SITC may make changes from time to time in the manner of performing the applicable SITC Service if SITC is making similar changes in performing similar services for itself, its Affiliates or other third parties, if any, provided that SITC furnishes to CURB OP substantially the same Notice (in content) as SITC provides to its Affiliates or third parties, if any, respecting such changes; provided, further, that SITC may make any of the following changes without obtaining the prior consent of, and without prior Notice to, CURB OP: (i) changes to the process of performing a particular SITC Service that do not adversely affect the benefits to CURB OP and its Affiliates in any material respect; (ii) emergency changes on a temporary and short-term basis; and (iii) changes to a particular SITC Service in order to comply with applicable Law.

(e) LIMITATIONS . Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Services if the provision of such Services by Service Provider conflicts with or violates (i) applicable Law, (ii) any bona fide security-related requirements, policies or procedures or (iii) any Contract to which Service Provider or any of its Affiliates is a party or the rights of any third party with respect thereto; provided that Service Provider shall use commercially reasonable efforts to provide the Services in a manner that avoids any such conflict or violation.

4. AUTHORITY OF CURB.

(a) Pursuant to the terms of this Agreement (including the limitations included in Section 3, this Section 4, Section 14 and Section 15), and subject to the continuing and exclusive authority of the SITC Board and SITC executives over the supervision of SITC, SITC, acting on the unanimous authority of the SITC Board, hereby delegates to CURB OP the authority to perform, or cause to be performed, including through its subsidiaries, the following in furtherance of the provision the CURB Services:

(i) make dispositions of the SITC Properties **** subject to the approval of, and within the authority as granted by, the SITC Board;

(ii) as necessary, furnish the SITC Board with advice and recommendations with respect to the making of dispositions consistent with the objectives and policies of SITC (including through participating in the formulation of SITC’s disposition strategy) and giving consideration to any borrowings undertaken by SITC secured by SITC Properties that have been, or are proposed to be, disposed;

(iii) from time to time, or at any time reasonably requested by the SITC Board, make reports to the SITC Board on the operations of SITC, including reports with respect to potential conflicts of interest involving Service Provider or any of its Affiliates, in the manner described in Section 15, and cooperate in good faith to eliminate or minimize any such conflicts; and

(iv) advise and assist SITC and the SITC Board in employee recruitment, performance evaluation and establishment of salary, bonus and other compensation scales for SITC employees.

(b) If a transaction requires approval by the SITC Board, any particular Directors of SITC specified by the SITC Board or any committee of the SITC Board specified by the SITC Board (each, a “Group”), as the case may be, CURB OP shall deliver to the SITC Board or Group all documents and other information reasonably required by them to evaluate the proposed transaction.

(c) The SITC Board may, at any time upon the giving of Notice to CURB OP, modify or revoke the authority set forth in this Section 4 and such modification or revocation shall be effective upon receipt by CURB OP.

5. SHAREDCORPORATE OFFICES.

(a) SHARED CORPORATE OFFICES. SITC shall make available to CURB OP and its Affiliates any and all space (non-exclusively, in common with the other SITC occupants thereof) at the Shared Corporate Offices until the earlier of (i) the three-year anniversary of the date of this Agreement or (ii) the termination of this Agreement pursuant to a Sanctioned Termination Event, to use for all purposes related to the lawful conduct of CURB OP’s and its Affiliates’ business, which access shall be subject to the provisions set forth on Exhibit B, including access to all common space in the Shared Corporate Offices, including conference and meeting rooms, hallways, stairwells and bathrooms and other commonly shared spaces that are under SITC’s control at the Shared Corporate Offices; provided that, notwithstanding the shared nature of the Shared Corporate Offices, the parties hereto shall cooperate to establish private

personal office spaces within the Shared Corporate Offices for the exclusive use of their respective executives and employees, with such offices to be segregated from the otherwise shared spaces as is customary in a business office setting. Unless this Agreement is terminated pursuant to a Sanctioned Termination Event, until the three-year anniversary of the date of this Agreement, without the prior written consent of CURB OP, SITC will not, and will cause its Affiliates not to, terminate, assign (other than to an Affiliate of SITC), transfer or amend any lease for Real Property for any Leased Shared Corporate Offices.

(b) COMPLIANCE WITH LEASES. With respect to the Leased Shared Corporate Offices, CURB OP agrees, at all times, to comply with and to cause its employees, representatives and agents to comply with all terms and conditions set forth in the lease for Real Property between SITC or its applicable Affiliate and its landlord for the applicable Leased Shared Corporate Office, as such lease may be amended from time to time, and the provisions described on Exhibit B; provided that SITC shall promptly provide CURB OP with a copy of such leases and any such amendments; provided, further, that if there is any conflict between any such leases and the provisions of Exhibit B, the applicable lease terms shall control.

(c) LEASE OPTION. SITC hereby grants CURB OP (or its Affiliate designee) the option, exercisable by CURB OP until the earlier of (i) the three-year anniversary of this Agreement or (ii) the termination of this Agreement pursuant to a Sanctioned Termination Event by delivering Notice to SITC, to enter into the Lease Agreement attached as Exhibit A for the space at the Owned Shared Corporate Offices described in the Lease Agreement upon the terms and conditions set forth in such Lease Agreement. Within five Business Days after CURB OP delivers the Notice exercising the option to SITE, each party to the Lease Agreement shall execute and deliver the Lease Agreement to the other party thereto. If CURB OP fails to timely give Notice to SITC as provided for in the immediately preceding sentence, CURB OP shall be deemed to have waived CURB OP’s option to enter into the Lease Agreement. The parties hereto will cooperate in good faith to make any changes reasonably required to the form of Lease Agreement attached as Exhibit A such that the Lease Agreement is in execution form, including appropriately completing any exhibits, placeholders or blanks.

(d) BINDING EFFECT. The obligations of Section 5(a) and Section 5(c) with respect to the Owned Shared Corporate Offices shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. If SITC enters into a transaction regarding the sale, transfer, pledge, repledge, assignment, hypothecation or rehypothecation of the property in which the Owned Shared Corporate Offices are located, then prior to the closing of any such transaction, SITC and CURB OP shall cooperate in good faith to enter into a lease agreement for the Owned Shared Corporate Offices, containing the rights and obligations of the parties set forth in Section 5(a) and Section 5(c), to the satisfaction of CURB OP.

6. COMPENSATION.

(a) COMPENSATION TO SITC. As compensation for the provision of the SITC Services, CURB OP shall pay to SITC a fee in an aggregate amount of 2.0% of CURB Gross Revenue during the Term (the “SITC Services Fee”). The SITC Services Fee payable hereunder shall be paid in monthly installments each month in arrears no later than the tenth calendar day of each month based upon the CURB Gross Revenue for the prior month.

(b) COMPENSATION TO CURB OP. In full consideration for the provision of the CURB Services provided by CURB OP under this Agreement, the parties hereto acknowledge that there shall be no separate fee paid in connection with the CURB Services provided hereunder. Notwithstanding the foregoing, SITC shall reimburse or pay for expenses incurred by or attributable to CURB OP and its Affiliates in accordance with the provisions of Section 7 below.

(c) PAYMENT OF FEES. To the extent any fees are not paid as and when such fees are required to be paid hereunder, such unpaid sum shall accrue interest at a rate equal to the Prime Rate plus 5% per annum calculated from the date such payment was due (without regard to any grace or cure periods contained herein) until the date on which the party with such payment obligation pays such unpaid sum.

(d) ADDITIONAL FEES. The Service Provider agrees to comply with all rules and accepts full liability for the payment of all contributions and taxes for all social security and benefits imposed by any governmental entity or agency, including for unemployment insurance and workers’ compensation, with respect to the persons the Service Provider has classified as employees or independent contractors of the Service Provider.

7. EXPENSES.

(a) Without limiting the obligations of SITC set forth in Section 7(c), SITC will pay or reimburse CURB OP and its Affiliates for reasonable out-of-pocket third-party expenses incurred by CURB OP or its Affiliates in connection with its performance of the CURB Services, which expenses shall be reimbursed no less than quarterly.

(b) Unless otherwise agreed, CURB OP has no obligation to pay or reimburse SITC for any expenses incurred by SITC or its Affiliates in connection with its performance of the SITC Services. To the extent that CURB or CURB OP directly contracts with a third party that is not an Affiliate of SITC to provide services in support of its business (e.g., auditors, property managers, information systems providers, etc.), CURB OP shall be directly responsible for and pay for the cost of such services, and SITC shall have no obligation to reimburse CURB or CURB OP for such costs or expenses.

(c) In addition, the parties hereto acknowledge and agree that certain categories of expenses are not reasonably capable of being identified with, or attributable to, a particular party’s performance or receipt of applicable Services hereunder in a reasonably practicable manner. Notwithstanding anything herein to the contrary, unless otherwise agreed, such expenses, including, for the avoidance of doubt, the categories of expenses described on Exhibit C, shall be borne exclusively by SITC, and CURB OP and its Affiliates shall have no obligation to reimburse SITC for such expenses.

(d) To the extent any expenses are not paid or reimbursed as and when such expenses are required to be paid hereunder, such unpaid sum shall accrue interest at a rate equal to the Prime Rate plus five percent (5%) per annum calculated from the date such payment was due (without regard to any grace or cure periods contained herein) until the date on which Recipient pays such unpaid sum.

8. DISCLAIMER. Except as expressly set forth in Section 2, CURB OP, on the one hand, and SITC, on the other hand, in each case in their capacity as Service Provider, makes no representations or warranties, express or implied, in respect of the Services to be provided by it hereunder. Neither CURB OP shall have any obligations to SITC or any of its Affiliates, nor shall SITC have any obligations to CURB OP or any of its Affiliates other than as set forth in this Agreement, the Separation and Distribution Agreement, the Tax Matters Agreement, any other Ancillary Agreement or any other contract in effect as of the date hereof between CURB OP or one of its Affiliates, on the one hand, and SITC or one of its Affiliates, on the other hand.

9. NO PARTNERSHIP OR JOINT VENTURE.

(a) The parties to this Agreement are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on any of them.

(b) Service Provider is an independent contractor. Service Provider and its Affiliates providing the Services will be solely responsible for all aspects of the employment relationship with the employees Service Provider classifies as employees of Service Provider or its Affiliates including, but not limited to hiring and terminating employment, providing compensation and benefits and all withholding, employment or payroll taxes, unemployment insurance, workers’ compensation and other insurance and fringe benefits with respect to such employees. Accordingly, (i) SITC shall retain all liability and be solely responsible for all employment-related, compensation and employee benefits liabilities relating to the employees SITC classifies as employees of SITC or its Affiliates and (ii) CURB OP shall retain all liability and be solely responsible for all employment-related, compensation and employee benefits liabilities relating to the employees that CURB OP classifies as employees of CURB OP or its Affiliates.

10. BANK ACCOUNTS ; OTHER ASSETS.

(a) Each of CURB OP and SITC shall maintain separate bank accounts and no funds shall be commingled with the funds of the other; provided that nothing contained herein shall prohibit the transfer of funds from CURB OP to SITC (and vice versa) for purposes of (i) executing the terms of this Agreement, the Separation and Distribution Agreement and any Ancillary Agreement or (ii) for reimbursement of agreed upon expenses.

(b) All procedures, methods, systems, strategies, tools, equipment, facilities, software, data and other resources used by a party hereto, any of its Affiliates or any third-party service provider in connection with the provision of Services hereunder shall remain the property of such party hereto, its Affiliates or any third-party service provider, as applicable.

11. RECORDS. Service Provider shall maintain appropriate records of all its activities hereunder and make such records available for inspection by representatives of Recipient upon reasonable Notice during ordinary business hours.

12. LIMITATIONS ON ACTIVITIES.

(a) Notwithstanding anything herein to the contrary, in providing the CURB Services, CURB OP shall refrain from taking any action which, in its sole judgment made in good faith, would (i) not comply with policies or guidelines set forth by the SITC Board and SITC executives, (ii) (A) adversely affect the status of SITC as a REIT, unless the SITC Board has determined that REIT qualification is not in the best interests of SITC and its shareholders (which determination shall be made in a manner consistent with the terms and conditions of the Tax Matters Agreement), (B) conflict with the terms and conditions of the Tax Matters Agreement, or (C) adversely affect the status of CURB as a REIT, (iii) subject SITC to regulation under the Investment Company Act of 1940, as amended, or (iv) otherwise not be permitted by the SITC Articles of Incorporation or SITC Code of Regulations, except, in all such cases of clauses (i), (ii)(A), (iii) and (iv) above, if such action shall be ordered by the SITC Board, in which case CURB OP shall provide Notice to the SITC Board promptly of CURB OP’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the SITC Board, and, in such event, CURB OP shall have no liability for acting in accordance with the specific instructions of the SITC Board so given.

(b) Notwithstanding anything herein to the contrary, in providing the SITC Services, SITC shall refrain from taking any action which, in its sole judgment made in good faith, would (i) adversely affect the status of SITC as a REIT, unless the SITC Board has determined that REIT qualification is not in the best interests of SITC and its shareholders (which determination shall be made in a manner consistent with the terms and conditions of the Tax Matters Agreement), or (ii) adversely affect the status of CURB as a REIT except, in the case of this clause (ii), if such action shall be ordered by CURB OP, in which case SITC shall provide Notice to the CURB Board promptly of SITC’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the CURB Board, and, in such event, SITC shall have no liability for acting in accordance with the specific instructions of the CURB Board so given.

(c) Except as contemplated by the Separation and Distribution Agreement or any Ancillary Agreement or any other contract in effect as of the date hereof between CURB OP or one its Affiliates, on the one hand, and SITC or one of its Affiliates, on the other hand, SITC shall not, and shall cause its Affiliates not to, (i) acquire or offer to acquire any Property from CURB OP or any of its Affiliates or (ii) sell or offer to sell any Property to CURB OP or any of its Affiliates, in each case, unless otherwise consented to by a majority of the SITC Disinterested Directors.

(d) Except as contemplated by the Separation and Distribution Agreement or any Ancillary Agreement or any other contract in effect as of the date hereof between CURB OP or one its Affiliates, on the one hand, and SITC or one of its Affiliates, on the other hand, CURB OP shall not, and shall cause its Affiliates not to, (i) acquire or offer to acquire any Property from SITC or any of its Affiliates or (ii) sell or offer to sell any Property to SITC or any of its Affiliates, in each case, unless otherwise consented to by a majority of the members of the CURB Board not otherwise interested in such transaction.

13. OTHER SERVICES.

(a) Should the SITC Board request that CURB OP or any of its Affiliates or any of their respective officers or employees render any material services to SITC other than those CURB Services set forth in Section 3(a), such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by the CURB Board and the SITC Board, including a majority of the SITC Disinterested Directors thereon, and shall not be deemed to be CURB Services pursuant to the terms of this Agreement.

(b) Should CURB OP request that SITC or any of its Affiliates or any of their respective officers or employees render any material services to CURB OP other than those SITC Services set forth in Section 3(b), SITC shall render such additional services if, at such time, SITC is performing the same or similar services for itself, and such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by the CURB Board and the SITC Board, including a majority of the SITC Disinterested Directors thereof, and shall not be deemed to be SITC Services pursuant to this Agreement.

14. ACTIVITIES OF SERVICE PROVIDER. Recipient recognizes that it is not entitled to preferential treatment vis-à -vis Service Provider’s own business activities conducted on its own account and benefit. Nothing contained herein shall prevent Service Provider or any of its Affiliates, or any director, officer, member, partner, employee or shareholder of Service Provider or any of its Affiliates, (a) from rendering services identical or similar to those required by Service Provider hereunder to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by Service Provider or its Affiliates or (b) from taking such actions as may be in the sole interest of Service Provider or any of its Affiliates with respect to (i) Service Provider’s or any of its Affiliates’ equity interests in Recipient (if any) or (ii) any guarantee or other credit support agreement, arrangement, commitment or understanding provided by Service Provider or any of its Affiliates to a third party for the benefit of Recipient or any of its Affiliates. Further, and for the avoidance of doubt, Service Provider and its Affiliates may themselves engage in the investment, acquisition, disposition, development, leasing, including such disposition and leasing activities that compete with Recipient, and financing of Real Property for their own account and benefit or for others and without any accountability or liability whatsoever to Recipient even though such services or business activities compete with or are enhanced by the business activity of Recipient; provided, however, that (x) Service Provider must devote sufficient resources to Recipient’s business to discharge its obligations to Recipient under this Agreement and (y) Service Provider and its Affiliates shall not use Confidential Information of Recipient to engage in activities that directly compete with, or that are directly adverse to the interests of, Recipient and its Affiliates.

15. CONFLICTS.

(a) If after the date hereof SITC shall propose to enter into any transaction (other than any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement or any other contract in effect as of the date hereof between CURB OP or one its Affiliates, on the one hand, and SITC or one of its Affiliates, on the other hand) in which CURB OP or any of its Affiliates has or will have a material interest, then such transaction shall be approved by a majority of the SITC Disinterested Directors not otherwise interested in such transaction. CURB OP shall report to the SITC Board the existence of, or change in, any condition or circumstance of which it has actual knowledge, which creates or would reasonably be expected to create a material conflict of interest between CURB OP’s obligations to SITC and its obligations to itself or any of its Affiliates, including any material business relationship with any SITC Director or with respect to any SITC Property.

(b) If after the date hereof CURB OP shall propose to enter into any transaction (other than any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement or any other contract in effect as of the date hereof between CURB OP or one its Affiliates, on the one hand, and SITC or one of its Affiliates, on the other hand) in which SITC or any of its Affiliates has or will have a material interest, then such transaction shall be approved by a majority of the Directors of CURB not otherwise interested in such transaction. SITC shall report to CURB OP the existence of, or change in, any condition or circumstance of which it has actual knowledge, which creates or would reasonably be expected to create a material conflict of interest between SITC’s obligations to CURB OP and SITC’s obligations to itself or any of its Affiliates, including any material business relationship with any Director of CURB or with respect to any SITC Property.

(c) For purposes of this Section 15, the following shall be deemed not to create or give rise to a material conflict of interest: (i) CURB OP’s and its Affiliates’ interests in such other matters as may arise in the ordinary course of business in relation to the relationship between CURB OP and its Affiliates, on the one hand, and SITC and its Affiliates, on the other hand, as contemplated by this Agreement, including and without limiting the generality of the foregoing and for the avoidance of doubt, tenant leasing and development matters arising in the ordinary course of business or (ii) the fact that CURB OP and its Affiliates and SITC and its Affiliates may have the same lenders as one another.

16. NORESTRICTIVE COVENANTS. Each party hereto agrees that this Agreement shall not include any non-solicit or other similar restrictive covenant with respect to the solicitation or hiring of employees or former employes of SITC and its Affiliates by CURB OP and its Affiliates. Accordingly, the parties hereto acknowledge and agree that in no event shall anything herein restrict or otherwise prohibit (or shall be interpreted or construed as restricting or otherwise prohibiting) CURB OP or any of its Affiliates from soliciting for employment, employing or attempting to employ any current or former employee or agent of SITC or any of its Affiliates, and none of CURB OP or any of its Affiliates shall be liable to SITC or its Affiliates by reason of any such activities or any such Person’s participation therein.

17. CONFIDENTIALITY; DATA PROTECTION.

(a) The following shall be considered “Confidential Information” under this Agreement: all proprietary or confidential information, provided or received in connection with the provision or receipt of the Services hereunder, concerning the business, business relationships (including prospective Properties, tenants and business partners) and financial affairs of any party hereto or its Affiliates (in each case, the party disclosing such information, the “Disclosing Party” and the party receiving such information, the “Receiving Party”), whether or not in writing, including trade secrets, know-how, research and development activities and information disclosed by third parties of a proprietary or confidential nature or under an obligation of confidence; provided, that Confidential Information does not include, and there shall be no obligation hereunder, with respect to information that (i) becomes available on a non-confidential basis to any Receiving Party or its Affiliates from a third-party source that is not known by such Receiving Party to be under any obligation of confidentiality with respect to such information or (ii) that is in the public domain or enters into the public domain through no fault of any Receiving Party. The foregoing shall not be in limitation of any restrictions set forth in the Separation and Distribution Agreement.

(b) Each party hereto agrees to safeguard the other parties’ Confidential Information with the same degree of care used by such party to protect its own similar Confidential Information, but in no event less than a reasonable degree of care. Each Receiving Party further agrees that it shall not disclose the Disclosing Party’s Confidential Information; provided that (i) a Receiving Party may, to the extent reasonably necessary to provide the Services pursuant to this Agreement, disclose Confidential Information to any of its Affiliates, employees or other representatives or to third-party service providers that have agreed to maintain the confidentiality thereof; (ii) a Receiving Party may, to the extent reasonably necessary to receive the Services pursuant to this Agreement, disclose Confidential Information to any of its Affiliates, employees or other representatives or to third-party service providers that have agreed to maintain the confidentiality thereof; and (iii) as directed by the Disclosing Party. The agreements and obligations set forth in this Section 17(b) shall survive the expiration or termination of this Agreement until the second anniversary thereof.

(c) Notwithstanding anything contained herein to the contrary, Sections 17(a) and (b) shall not restrict the Receiving Party from disclosing the Disclosing Party’s Confidential Information to the extent reasonably necessary in connection with the enforcement of this Agreement or as required by applicable Law, rules, regulations or legal or regulatory process (including to the extent requested by any Governmental Authority in connection with any such Law, rules, regulations or legal or regulatory process), including any tax audit or litigation. In the event that Receiving Party or its Affiliates become legally required by deposition, interrogatory, request for documents, subpoena, civil investigative demand, regulatory request or similar judicial or administrative process to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent permitted by Law, provide the Disclosing Party with prompt prior Notice of such requirement so that the Disclosing Party may seek, at its expense, a protective order or other similar remedy to cause such Confidential Information not to be disclosed, and the Receiving Party shall reasonably cooperate with the Disclosing Party in connection with the Disclosing Party’s seeking of such protective order or similar remedy.

(d) Each party hereto shall process personal information owned by the other solely for the performance of its obligations under and in accordance with this Agreement, and in accordance with applicable data security and privacy laws.

18. SYSTEMS SECURITY.

(a) The parties hereto acknowledge that personnel of each party or such party’s Affiliates (the “Accessing Party”), as the case may be, will be given access to the other parties’ or its Affiliates’ (the “Granting Party”) information technology systems, information technology, platforms, networks, applications, software, software databases or computer hardware (“Systems”) in connection with the provision or receipt of the Services, in which there is no commercially practical method to partition or separate portions of the Systems or restrict the access of the personnel of the Accessing Party in connection with the Services. Accordingly, the Accessing Party shall comply with all of the Granting Party’s system security policies, procedures and requirements (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by the Granting Party or any of its Affiliates. Each Accessing Party shall ensure that its personnel accessing the Granting Party’s Systems are made aware of the restrictions set forth in this Agreement and the Security Regulations prior to connecting to the Granting Party’s Systems.

(b) If the Granting Party in good faith determines that there is a material risk to the Granting Party due to the ability of the Accessing Party’s personnel to access the Granting Party’s Systems or data, the Granting Party may, but is under no obligation to, establish and implement commercially reasonable restrictions on the Accessing Party’s access to the Systems or data used in connection with the Services for the purposes of: (i) protecting the security of data on physical and electronic networks of the Granting Party; (ii) assuring compliance with contractual restrictions imposed by third parties; (iii) protecting the integrity of the Systems or data; or (iv) complying with applicable Law; provided that any such restrictions will be designed to minimize any disruption or limitation on the receipt and benefit of the Services by the Accessing Party; provided, further, that, prior to implementing any such restrictions, the Granting Party shall notify the Accessing Party of the reasons for seeking to limit such access including providing a description of the restrictions it intends to implement, and the parties hereto will cooperate in good faith to determine if such risks can be addressed without implementing such restrictions.

(c) If, at any time, an Accessing Party determines that any such personnel has (i) sought to circumvent, or has circumvented, the Security Regulations, (ii) has engaged in activities that may lead to destruction, alteration or loss of data, information or software of the Granting Party or any of its Affiliates, or (iii) has breached clause (y) of the last sentence of Section 14, the Accessing Party may immediately terminate any such person’s access to the Systems and immediately notify the Granting Party. Each Accessing Party shall cooperate with the relevant Granting Party in investigating any possible issues resulting from System’s access described in the preceding sentence.

19. I NTELLECTUAL PROPERTY.

(a) Each party hereto shall retain all rights, title and interest in and to its intellectual property rights owned as of prior to the date hereof or outside the scope hereof, including any that may be used in connection with the Services. Recipient shall own all data generated by Service Provider specifically for Recipient as part of a Service.

(b) With respect to the Services, each party hereto hereby grants to the other parties hereto a worldwide, non-exclusive, royalty-free, fully paid-up, non-sublicensable, non-transferable license for such Services to use such intellectual property owned or controlled by the other parties hereto as may be, and solely to the extent, required for such other parties hereto in their capacity as Service Provider or Recipient (as applicable) to provide or receive (as applicable) such Services under this Agreement. The foregoing license granted in this Section 19 shall expire upon the expiration of the Term or earlier termination of this Agreement. Subject to the terms and conditions hereof, the foregoing licenses are granted on an “as is, where is” basis, with all faults.

20. JOINT REPRESENTATION MATTERS. Each party hereto recognizes that the provision of Services to, or receipt of Services from, the other under this Agreement will include the applicable Service Provider providing, or causing to be provided, legal counsel with respect to certain matters to the applicable Recipient (each such matter, a “Joint Representation Matter”), which Services shall be provided by internal counsel employed by the applicable Service Provider, who shall jointly represent both the Service Provider and Recipient as to each Joint Representation Matter (Service Provider’s internal counsel, when acting in such capacity, a “Joint Representation Attorney”); provided that the parties hereto may, from time to time, identify in writing internal counsel of the applicable party who shall be expressly excluded from the provision of such Services. With respect to the Joint Representation Matters, each party hereto (a) consents to such joint representation by the applicable Joint Representation Attorneys involved in such Joint Representation Matters, (b) waives any conflict of interest between the parties hereto arising from such joint representation, (c) agrees to the sharing of information and communications material to each such Joint Representation Matter with each other and the applicable Joint Representation Attorneys to the extent necessary for the provision of such legal services as contemplated hereunder by the applicable Joint Representation Attorney in the applicable Joint Representation Matter, and (d) agrees to maintain the confidentiality of such shared information and communications vis-à-vis all third parties. The intent of the parties hereto is to preserve, vis-à-vis all third parties, the attorney-client privilege and all other applicable legal privileges with respect to all Joint Representation Matters, and to permit the parties hereto to share information and engage in privileged communications with each other and/or Joint Representation Attorneys in any Joint Representation Matter without impacting or waiving in any way the applicability and enforceability of all such legal privileges as to third parties. Under no circumstances is it the intent of any party hereto, without express written consent, to waive any such privileges that any party hereto may assert against any third party.

21. TERM OF AGREEMENT. This Agreement shall be in effect as of the date hereof and continue in force until the third anniversary hereof (the “Term”) unless SITC or CURB OP elect to earlier terminate this Agreement in accordance with Section 22.

22. TERMINATION.

(a) SITC may terminate all CURB Services in their entirety at any time upon at least 30 days’ Notice to CURB OP.

(b) CURB OP may terminate all of the SITC Services in their entirety either (i) without cause upon at least 90 days’ Notice to SITC, or (ii) if SITC breaches any material provision of this Agreement and such material breach shall continue for a period of 20 Business Days after Notice thereof.

(c) CURB OP may, upon at least 30 days’ Notice to SITC, terminate all of the CURB Services in their entirety in the event of a change in the composition of the SITC Board at any time such that the SITC Continuing Directors cease for any reason to constitute at least a majority of the SITC Board.

(d) This Agreement may be terminated by SITC, upon a determination of a majority of the SITC Disinterested Directors: (i) upon at least 90 days’ Notice to CURB OP by SITC in the event of a SITC Change of Control and payment of the Termination Amount pursuant to Section 23(b), or (ii) upon at least 30 days’ Notice to CURB OP by SITC in the event of a CURB Change of Control or in the event of a change in the composition of the CURB Board at any time such that CURB Continuing Directors cease for any reason to constitute at least a majority of the CURB Board.

(e) This Agreement may be terminated by CURB OP: (i) upon at least 30 days’ Notice to SITC in event of either a SITC Change of Control or a change in the composition of the SITC Board at any time such that the SITC Continuing Directors cease for any reason to constitute at least a majority of the SITC Board, or (ii) upon at least 90 days’ Notice to SITC in the event of a CURB Change of Control.

(f) This Agreement may be terminated by either SITC or CURB OP upon Notice 20 Business Days prior to the termination from the terminating party to the other party if the other party breaches any material provision of this Agreement and such material breach shall continue for a period of 20 Business Days after Notice thereof.

(g) This Agreement may also be terminated by SITC effective upon the second anniversary of the date hereof by providing Notice to CURB OP not later than 90 days prior to the second anniversary of the date hereof and payment to CURB OP of the Convenience Early Exit Amount.

23. EFFECT OF TERMINATION.

(a) In the event that CURB OP terminates all SITC Services in their entirety pursuant to Section 22(b)(ii) on account of SITC’s uncured material breach of this Agreement, SITC shall pay the Termination Amount to CURB OP on or prior to the effective date of the termination of the SITC Services.

(b) In the event that this Agreement is terminated by SITC pursuant to Section 22(d)(i) upon a SITC Change of Control, SITC shall pay the Termination Amount to CURB OP on the Termination Date.

(c) In the event that this Agreement is terminated by SITC pursuant to Section 22(g) effective on the second anniversary of the date hereof, SITC shall pay an amount equal to Convenience Early Exit Amount to CURB OP on the Termination Date.

(d) In the event that this Agreement is terminated by CURB OP (i) pursuant to Section 22(e)(i) upon a SITC Change of Control or a change in the composition of the SITC Board such that the SITC Continuing Directors cease for any reason to constitute at least a majority of the SITC Board or (ii) pursuant to Section 22(f), on account of SITC’s uncured material breach of this Agreement, in each case, SITC shall pay the Termination Amount to CURB OP on the Termination Date.

(e) Upon the expiration or earlier termination of this Agreement, unless instructed in writing by CURB OP prior to such time not to do so, SITC shall promptly transfer, or cause its applicable Affiliate to transfer, at no cost, and CURB OP or its applicable Affiliate shall accept, all computers and computer accessory equipment (e.g., monitors, docking stations, personal printers), smart phones and similar personal technology equipment or devices owned, leased or licensed at such time by SITC or one its Affiliates and provided for use in connection with the Services to any CURB employees during the Term or any former SITC employees who on such

date are then CURB employees or are anticipated to become CURB employees. Each party hereto shall take all appropriate action, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary or proper, and execute and deliver such documents as may be reasonably required to effect the transfers contemplated by the immediately preceding sentence.

(f) The provisions of Section 5, Section 16, Section 17 and Sections 20 through 36 (inclusive) shall survive any expiration or earlier termination of this Agreement.

24. ASSIGNMENT. None of the parties hereto may assign this Agreement or its rights hereunder or delegate its duties hereunder without the written consent of the other parties hereto; provided that any party hereto may assign this Agreement or any portion of its obligations or rights hereunder, including the right to receive any fees or other payments owed hereunder to any Affiliate of such party without the prior written consent of the others.

25. PAYMENTS TO AND DUTIES OF SERVICE PROVIDER UPON TERMINATION.

(a) After the Termination Date, Service Provider shall be entitled to receive from Recipient within 30 days after the Termination Date (i) all amounts then accrued and owing to Service Provider hereunder and (ii) reimbursement of expenses incurred by Service Provider in connection with facilitating the transition of the Services to Recipient or another third party (including any out-of-pocket expenses, including attorneys’ fees and disbursements).

(b) After the Termination Date, Service Provider shall promptly cooperate with Recipient in making an orderly transition of the Services.

26. INDEMNIFICATION; LIMITATION OF LIABILITY.

(a) CURB OP shall indemnify, defend and hold harmless SITC and its Affiliates, directors, officers, employees and agents, for and from all liability, claims, damages and losses, and related expenses, including reasonable attorneys’ fees, to the extent that such liability, claims, damages or losses and related expenses are incurred by reason of CURB OP’s gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction in connection with its performance of any obligations or agreements of CURB OP hereunder; provided, however, that CURB OP shall not be held responsible for any action of the SITC Board or SITC executives in following or declining to follow any advice or recommendation given by CURB OP.

(b) SITC shall indemnify, defend and hold harmless CURB OP and its Affiliates, directors, officers, employees and agents, for and from all liability, claims, damages and losses, and related expenses, including reasonable attorneys’ fees, to the extent that such liability, claims, damages or losses and related expenses are incurred by reason of SITC’s gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction in connection with its performance of any obligations or agreements of SITC hereunder; provided, however, that SITC shall not be held responsible for any action taken at the direction or request of CURB OP (or its executives and management exercising their supervisory authority over SITC employees in the provision of the SITC Services as contemplated hereunder).

(c) Notwithstanding anything herein to the contrary, in no event will any party hereto have any obligation or liability to the other parties hereto or any of its Affiliates, directors, officers, employees or agents, for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any third-party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this Agreement, including the provision of Services hereunder.

27. NOTICES. Any notice, report or other communication (each a “Notice”) required or permitted to be given hereunder shall be in writing, and shall be given by being delivered (a) by hand, (b) by courier or overnight carrier or (c) by e-mail to the addresses set forth below:

To SITC:

SITE Centers Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attention: General Counsel

e-mail: [***]

To CURB OP:

Curbline Properties Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attention: General Counsel

e-mail: [***]

Any party may at any time give Notice in writing to the other parties of a change in its address for the purposes of this Section 27.

28. MODIFICATION. This Agreement shall not be amended, supplemented, terminated, modified, discharged or otherwise changed, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or permitted assignees.

29. SEVERABILITY. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

30. GOVERNING LAW. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

31. DISPUTE RESOLUTION.

(a) GOOD-FAITH NEGOTIATION. Subject to Section 31(d), any party hereto seeking resolution of any dispute, controversy or claim (a “Dispute”) arising out of or relating to this Agreement, shall provide Notice thereof to the other party or parties hereto (each party, a “Dispute Party,” and such Notice the “Initial Notice”), and within 30 days of the delivery of the Initial Notice, the Dispute Parties shall attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by the highest ranking officer of each Dispute Party who is not also a director or officer of the other Dispute Party (and, in any event, holding, at a minimum, the title of vice president. It being acknowledged that if there are multiple such officers, any such officer may serve). All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Dispute Parties are unable for any reason to resolve a Dispute within 30 days after the delivery of such Notice or if a Dispute Party reasonably concludes that the other Dispute Party is not willing to negotiate as contemplated by this Section 31(a), the Dispute shall be submitted to mediation in accordance with Section 31(b).

(b) MEDIATION. Any Dispute not resolved pursuant to Section 31(a) shall, at the written request of a Dispute Party (a “Mediation Request”), be submitted to nonbinding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“CPR”) Mediation Procedure, except as modified herein. The mediation shall be held in New York, New York. The Dispute Parties shall have 20 days from receipt by a Dispute Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Dispute Parties within 20 days of receipt by a Dispute Party of a Mediation Request, then a Dispute Party may request (on Notice to the other Dispute Party), that CPR appoint a mediator in accordance with the CPR Mediation Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Dispute Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Dispute Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Dispute Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Dispute Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Dispute Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Dispute Party reasonable Notice of the intended disclosure and afford the other Dispute Party a reasonable opportunity to protect its interests. If the Dispute has not been resolved within 60 days of the appointment of a mediator, or within 90 days after receipt by a Dispute Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Dispute Parties may agree to in writing, then the Dispute shall be submitted to binding arbitration in accordance with Section 31(c).

(i) In the event that a Dispute has not been resolved within 60 days of the appointment of a mediator in accordance with Section 31(b), or within 90 days after receipt by a Dispute Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Dispute Parties may agree to in writing, then such Dispute shall, upon the written request of a Dispute Party (the “Arbitration Request”) be submitted to be finally resolved by binding arbitration pursuant to the CPR Arbitration Procedure. The arbitration shall be held in the same location as the mediation pursuant to Section 31(b). Unless

otherwise agreed by the Dispute Parties in writing, any Dispute to be decided pursuant to this Section 31(c) will be decided (A) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $5 million; or (B) by a panel of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals $5 million or more.

(ii) The panel of three arbitrators will be chosen as follows: (A) within 15 days from the date of the receipt of the Arbitration Request, each Dispute Party will name an arbitrator; and (B) the two Dispute Party-appointed arbitrators will thereafter, within 30 days from the date on which the second of the two arbitrators was named, name a third, independent arbitrator who will act as chairperson of the arbitral tribunal. In the event that either Dispute Party fails to name an arbitrator within 15 days from the date of receipt of the Arbitration Request, then upon written application by either Dispute Party, that arbitrator shall be appointed pursuant to the CPR Arbitration Procedure. In the event that the two Dispute Party-appointed arbitrators fail to appoint the third, then the third, independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure. If the arbitration will be before a sole independent arbitrator, then the sole independent arbitrator will be appointed by agreement of the Dispute Parties within 15 days of the date of receipt of the Arbitration Request. If the Dispute Parties cannot agree to a sole independent arbitrator, then upon written application by either Dispute Party, the sole independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure.

(iii) The arbitrator(s) will have the right to award, on an interim basis, or include in the final award, any relief which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrator(s) will not award any relief not specifically requested by the Dispute Parties and, in any event, will not award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other Dispute Party arising in connection with the transactions contemplated hereby. Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 31(d), the arbitrator(s) may affirm or disaffirm that relief, and the Dispute Parties will seek modification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Dispute Parties, and may be enforced in any court of competent jurisdiction. The initiation of mediation or arbitration pursuant to this Section 31 will toll the applicable statute of limitations for the duration of any such proceedings.

(d) LITIGATION AND UNILATERAL COMMENCEMENT OF ARBITRATION. Notwithstanding the foregoing provisions of this Section 31, (i) a Dispute Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 31(a), Section 31(b) and Section 31(c) if such action is reasonably necessary to avoid irreparable damage and (ii) either Dispute Party may initiate arbitration before the expiration of the periods specified in Section 31(b) and Section 31(c) if (A) such Dispute Party has submitted a Mediation Request or Arbitration Request, as applicable, and the other Dispute Party has failed, within the applicable periods set forth in Section 31(b), to agree upon a date for the first mediation session to take place within 30 days after the appointment of such mediator or such longer period as the Dispute Parties may agree to in writing or (B) such Dispute Party has failed to comply with Section 31(c) in good faith with respect to commencement and engagement in arbitration. In such event, the other Dispute Party may commence and prosecute such arbitration unilaterally in accordance with the CPR Arbitration Procedure.

(e) CONDUCT DURING DISPUTE RESOLUTION PROCESS. Unless otherwise agreed to in writing, the Dispute Parties shall continue to honor all commitments under this Agreement to the extent required during the course of dispute resolution pursuant to the provisions of this Section 31, unless such commitments are the specific subject of the Dispute at issue.

32. ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

33. NO WAIVER. Neither the failure nor any delay on the part of a party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

34. CERTAIN INTERPRETATIVE MATTERS. For the purposes of this Agreement, (a) whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa, (b) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (c) the word “or” is not exclusive, (d) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole, (e) references to any Person include the successors and permitted assigns of that Person, (f) “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if” and (g) unless the context otherwise requires, Sections and Exhibits mean Sections of and Exhibits attached to this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

35. HEADINGS. The titles of Sections and Subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

36. EXECUTION IN COUNTERPARTS. This Agreement may be executed (including by facsimile, PDF or other electronic transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original as against any party hereto whose signature appears thereon, and all of which shall together constitute one and the same instrument.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

SITE CENTERS CORP.
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer
CURBLINE PROPERTIES CORP.
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer
CURBLINE PROPERTIES LP
	By: Curbline Properties Corp., its General Partner
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer

[Signature Page toShared Services Agreement]

EX-10.2

Exhibit 10.2

TAX MATTERS AGREEMENT

BETWEEN

SITE CENTERSCORP.,

CURBLINE PROPERTIES CORP.

AND

CURBLINEPROPERTIES LP

DATED AS OF OCTOBER 1, 2024

TABLE OF CONTENTS

Section 1.	Definition of Terms	2
Section 2.	Allocation of Tax Liabilities	7
Section 2.1	General Rule	7
Section 2.2	General Allocation Principles	7
Section 2.3	Allocation Conventions	8
Section 2.4	Transfer Taxes	8
Section 3.	Preparation and Filing of Tax Returns	8
Section 3.1	SITC Separate Returns and Joint Returns	8
Section 3.2	CURB Separate Returns	8
Section 3.3	Tax Reporting Practices	8
Section 3.4	CURB Carrybacks and Claims for Refund	9
Section 3.5	Apportionment of Tax Attributes	10
Section 4.	Tax Payments	10
Section 4.1	Taxes Shown on Tax Returns	10
Section 4.2	Adjustments Resulting in Underpayments	10
Section 4.3	Indemnification Payments	10
Section 5.	Tax Benefits	11
Section 5.1	Tax Refunds	11
Section 5.2	Other Tax Benefits	11
Section 6.	REIT Qualification	12
Section 6.1	SITC	12
Section 6.2	CURB	12
Section 7.	Assistance and Cooperation	13
Section 7.1	Assistance and Cooperation	13
Section 7.2	Tax Return Information	14
Section 7.3	Reliance by SITC	14
Section 7.4	Reliance by CURB	14
Section 8.	Tax Records	14
Section 8.1	Retention of Tax Records	14
Section 8.2	Access to Tax Records	15
Section 8.3	Preservation of Privilege	15
Section 9.	Tax Contests	15
Section 9.1	Notice	15
Section 9.2	Control of Tax Contests	16

Section 10.	Survival of Obligations	18
Section 11.	Tax Treatment of Payments	18
Section 11.1	General Rule	18
Section 11.2	Interest	18
Section 12.	Indemnification Payment Escrow	18
Section 12.1	Indemnification Payments to CURB	18
Section 12.2	Indemnification Payments to SITC	20
Section 13.	Dispute Resolution	22
Section 14.	General Provisions	22
Section 14.1	Amendments and Waivers	22
Section 14.2	Entire Agreement	22
Section 14.3	Survival of Agreements	22
Section 14.4	Third Party Beneficiaries	22
Section 14.5	Notices	23
Section 14.6	Counterparts; Electronic Delivery	23
Section 14.7	Severability	23
Section 14.8	Assignability; Binding Effect	24
Section 14.9	Governing Law	24
Section 14.10	Construction	24
Section 14.11	Performance	24
Section 14.12	Title and Headings	24
Section 14.13	Other Agreements	25
Section 14.14	Payment Terms	25
Section 14.15	No Admission of Liability	25

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 1, 2024, by and among SITE Centers Corp., an Ohio corporation (“SITC”), Curbline Properties Corp., a Maryland corporation and a direct, wholly owned subsidiary of SITC immediately prior to the Distribution (“CURB”) and Curbline Properties LP, a Delaware limited partnership and a direct and indirect wholly owned subsidiary of CURB at the time of the Distribution (“CURB OP” and, together with SITC and CURB, the “Parties” and each a “Party”).

RECITALS

WHEREAS, in furtherance of the foregoing, the SITC Board has determined that it is appropriate and desirable to separate the CURB Business from the SITC Business (the “Separation”);

WHEREAS, to effect the Separation (a) SITC or other SITC Group members have contributed or will contribute their respective interests in the CURB Assets to a CURB Group member, (b) CURB or another CURB Group member has assumed or will assume the CURB Liabilities, and (c) SITC or another SITC Group member has retained or assumed, or will retain or assume, the SITC Assets and SITC Liabilities;

WHEREAS, pursuant to the terms of the Separation and Distribution Agreement by and among SITC, CURB and CURB OP, dated on or about the date hereof (the “Separation Agreement”), SITC, CURB, and CURB OP intend to effect the Separation by distributing all of the outstanding shares of CURB common stock, par value $0.01 (“CURB Shares”), owned by SITC to the holders of record of the outstanding shares of SITC common stock, par value $0.10 (“SITC Shares”), as of the Record Date (the “Record Holders”), with such distribution to be made on a pro rata basis, with each Record Holder entitled to receive two (2) CURB Shares for every one SITC Share, excluding fractional CURB Shares, which will be aggregated and sold by the Agent to fund pro rata cash payments to the beneficial owners of SITC Shares who would otherwise be entitled to receive fractional CURB Shares (the “Distribution”);

WHEREAS, SITC and CURB desire to set forth their agreement on the rights and obligations of SITC and CURB and the members of the SITC Group and the CURB Group, respectively, with respect to (A) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior to the Distribution Date, (B) Taxes resulting from the Distribution and transactions effected in connection with the Distribution and (C) various other Tax matters.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

Section 1. Definition of Terms . For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

“Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“Affiliate” has the meaning set forth in the Separation Agreement.

“Agent” has the meaning set forth in the Separation Agreement.

“Agreement” means this Tax Matters Agreement.

“Ancillary Agreements” has the meaning set forth in the Separation Agreement; provided, however, that for purposes of this Agreement, references to the Ancillary Agreements shall include the Shared Services Agreement but this Agreement shall not constitute an Ancillary Agreement.

“Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of New York are authorized or obligated by applicable Law or executive order to close.

“Code” has the meaning set forth in the Separation Agreement.

“Controlling Party” has the meaning set forth in Section 9.2(c) of this Agreement.

“CURB” has the meaning provided in the preamble to this Agreement.

“CURB Assets” has the meaning set forth in the Separation Agreement.

“CURB Business” has the meaning set forth in the Separation Agreement.

“CURB Carryback” means any net operating loss, net capital loss, excess Tax credit, or other similar Tax item of any member of the CURB Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“CURB Group” has the meaning set forth in the Separation Agreement.

“CURB Indemnified Party” has the meaning set forth in Section 12 of this Agreement.

“CURB Indemnity Payment” has the meaning set forth in Section 12 of this Agreement.

“CURB Liabilities” has the meaning set forth in the Separation Agreement.

“CURB OP” has the meaning provided in the preamble to this Agreement.

“CURB **** Separate Return” means any Tax Return of or including any member of the CURB Group (including any consolidated, combined or unitary return) that does not include any member of the SITC Group.

“Dispute” has the meaning set forth in the Separation Agreement.

“Distribution” has the meaning set forth in the recitals to this Agreement.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Effective Time” has the meaning set forth in the Separation Agreement.

“Final Allocation” has the meaning set forth in Section 3.5(b) of this Agreement.

“Governmental Authority” has the meaning set forth in the Separation Agreement.

“Group” has the meaning set forth in the Separation Agreement.

“Income Tax” means all U.S. federal, state, local and foreign income, franchise or similar Taxes imposed on (or measured by) net income or net profits.

“Intended Tax Treatment” means the treatment of (i) CURB as a “qualified REIT subsidiary” as defined in Section 856(i)(2) of the Code until immediately prior to the Distribution, (ii) the formation of CURB as a new corporation immediately prior to the Distribution, and (iii) the Distribution as a taxable distribution under Section 301 of the Code.

“IRS” has the meaning set forth in the Separation Agreement.

“Joint Return” means any Tax Return that includes, by election or otherwise, one or more members of the SITC Group together with one or more members of the CURB Group.

“Law” has the meaning set forth in the Separation Agreement.

“Loss” has the meaning set forth in Section 5.2 of this Agreement.

“Non-Controlling Party” has the meaning set forth in Section 9.2(c) of this Agreement.

“Parties” and “Party” have the meaning set forth in the preamble to this Agreement.

“Past Practices” has the meaning set forth in Section 3.3(a) of this Agreement.

“Payment Date” means, with respect to a Tax Return, (A) the due date for any required installment of estimated Taxes, (B) the due date (determined without regard to extensions) for filing such Tax Return, or (C) the date such Tax Return is filed, as the case may be.

“Payor” has the meaning set forth in Section 4.3(a) of this Agreement.

“Person” has the meaning set forth in the Separation Agreement.

“Post-Distribution Period” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

“Pre-Distribution Period” means any Tax Period ending on or before the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on and including the Distribution Date.

“Prime Rate” means the “prime rate” as published in The Wall Street Journal, Eastern Edition.

“Prior Group” means any group that filed or was required to file (or will file or be required to file) a Tax Return, for a Tax Period or portion thereof ending at the close of the Distribution Date, on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) that includes at least one member of the CURB Group.

“Privilege” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“Proposed Allocation” shall have the meaning set forth in Section 3.5(b) of this Agreement.

“Qualifying Income” means income described in Section 856(c)(2)(A) through (I) and 856(c)(3)(A) through (I) of the Code.

“REIT” has the meaning set forth in the Separation Agreement.

“REIT Guidance” means either a ruling from the IRS or an opinion of Tax counsel selected by the Party who has given the relevant REIT Savings Notice, which opinion shall be reasonably satisfactory to such Party.

“REIT Savings Notice” means the Notice delivered by CURB or SITC, as the case may be, pursuant to Section 12 of this Agreement.

“Required Party” has the meaning set forth in Section 4.3(a) of this Agreement.

“Responsible Party” means, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return under this Agreement.

“Retention Date” has the meaning set forth in Section 8.1 of this Agreement.

“Separation Agreement” has the meaning set forth in the recitals to this Agreement.

“Shared Services Agreement” has the meaning set forth in the Separation Agreement.

“SITC” has the meaning set forth in the preamble to this Agreement.

“SITC Assets” has the meaning set forth in the Separation Agreement.

“SITC Business” has the meaning set forth in the Separation Agreement.

“SITC Group” has the meaning set forth in the Separation Agreement.

“SITC Indemnified Party” has the meaning set forth in Section 12 of this Agreement.

“SITC Indemnity Payment” has the meaning set forth in Section 12 of this Agreement.

“SITC Liabilities” has the meaning set forth in the Separation Agreement.

“SITC **** Separate Return” means any Tax Return of or including any member of the SITC Group (including any consolidated, combined or unitary return) that does not include any member of the CURB Group.

“Specified REIT Requirements” means the requirements of Sections 856(c)(2) and (3) of the Code.

“Straddle Period” means any Tax Period that begins before and ends after the Distribution Date.

“Subsidiary” has the meaning set forth in the Separation Agreement.

“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, escheat, alternative minimum, universal service fund, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any Governmental Authority or political subdivision thereof, and any interest, penalty, additions to tax or additional amounts in respect of the foregoing.

“Tax Advisor” means a Tax counsel or accountant, in each case of recognized national standing.

“Tax Attribute” means a net operating loss, net capital loss, unused investment credit, unused foreign Tax credit (including credits of a foreign company under Section 902 of the Code), excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

“Tax Authority” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Tax Benefit” means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

“Tax Contest” means an audit, review, examination, contest, litigation, investigation or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“Tax Item” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“Tax Law” means the Law of any Governmental Authority or political subdivision thereof relating to any Tax.

“Tax Opinion” means an opinion from a Tax Advisor regarding the qualification of SITC or CURB as a REIT (including but not limited to customary legal opinions concerning SITC’s or CURB’s qualification and taxation as a REIT issued in connection with the issuance by SITC or CURB of any security or in connection with any registration statement), or regarding the Tax treatment of all or any part of the Transactions.

“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” means any (i) Tax Returns, (ii) Tax Return workpapers, (iii) documentation relating to any Tax Contests, and (iv) any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) maintained or required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed or required to be filed with respect to or otherwise relating to Taxes.

“Tax Return” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Transactions” means the Separation, Distribution and any other transactions contemplated by the Separation Agreement or any Ancillary Agreement.

“Transfer Taxes” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed in connection with the Transactions (excluding in each case, for the avoidance of doubt, any Income Taxes).

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

Section 2. Allocation of Tax Liabilities.

Section 2.1 General Rule.

(a) SITC Liability. Except with respect to Taxes described in Section 2.1(b) of this Agreement, SITC shall be liable for, and shall indemnify and hold harmless the CURB Group from and against any liability for:

(i) Taxes that are allocated to SITC under this Section 2;

(ii) any Tax resulting from a breach of any of SITC’s representations or covenants in this Agreement, the Separation Agreement or any Ancillary Agreement; and

(iii) Taxes imposed on CURB or any member of the CURB Group pursuant to the provisions of Treasury Regulations § 1.1502-6 (or similar provisions of state, local, or foreign Tax Law) as a result of any such member being or having been a member of a Prior Group.

(b) CURB Liability. CURB shall be liable for, and shall indemnify and hold harmless the SITC Group from and against any liability for:

(i) Taxes that are allocated to CURB under this Section 2; and

(ii) any Tax resulting from a breach of any of CURB’s representations or covenants in this Agreement, the Separation Agreement or any Ancillary Agreement.

Section 2.2 General Allocation Principles. Except as otherwise provided in this Section 2, all Taxes shall be allocated as follows:

(a) Allocation of Taxes for Joint Returns. SITC shall be responsible for all Taxes reported, or required to be reported, on any Joint Return that any member of the SITC Group files or is required to file under the Code or other applicable Tax Law; provided, however, that to the extent any such Joint Return includes any Tax Item attributable to the operations or assets of any member of the CURB Group for any Post-Distribution Period, CURB shall be responsible for all Taxes attributable to such Tax Items, computed in a manner as jointly determined by SITC and CURB.

(b) Allocation of Taxes for Separate Returns.

(i) SITC shall be responsible for all Taxes reported, or required to be reported, on (x) a SITC Separate Return or (y) a CURB Separate Return with respect to a Pre-Distribution Period.

(ii) CURB shall be responsible for all Taxes reported, or required to be reported, on a CURB Separate Return with respect to a Post-Distribution Period.

Section 2.3 Allocation Conventions.

(a) All Taxes allocated pursuant to Section 2.2 of this Agreement shall be apportioned between portions of a Tax Period based on a closing of the books and records on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Tax Period, as if the Distribution Date were the last day of the Tax Period), subject to adjustment for items accrued on the Distribution Date that are properly allocable to the Tax Period following the Distribution, as jointly determined by SITC and CURB; provided that any items not susceptible to such apportionment shall be apportioned on the basis of elapsed days during the relevant portion of the Tax Period.

(b) Any Tax Item of CURB, CURB OP or any member of the CURB Group arising from a transaction engaged in outside of the ordinary course of business on the Distribution Date after the Effective Time shall be properly allocable to CURB and any such transaction by or with respect to CURB, CURB OP or any member of the CURB Group occurring after the Effective Time shall be treated for all Tax purposes (to the extent permitted by applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulation § 1.1502-76(b) or any similar provisions of state, local or foreign Law.

Section 2.4 Transfer Taxes. Any Transfer Taxes shall be allocated solely to SITC.

Section 3. Preparation and Filing of Tax Returns.

Section 3.1 Section 3.1 SITC Separate Returns and Joint Returns.

(a) SITC shall prepare and file, or cause to be prepared and filed, all SITC Separate Returns and Joint Returns, and each member of the CURB Group to which any such Joint Return relates shall execute and file such consents, elections and other documents as SITC may determine, after consulting with CURB in good faith, are required or appropriate, or otherwise requested by SITC in connection with the filing of such Joint Return. CURB will elect and join, and will cause its respective Affiliates to elect and join, in filing any Joint Returns that SITC determines are required to be filed or that SITC elects to file, in each case pursuant to this Section 3.1(a).

(b) The Parties and their respective Affiliates shall elect to close the Tax Period of each CURB Group member on the Distribution Date, to the extent permitted by applicable Tax Law.

Section 3.2 CURB Separate Returns. CURB shall prepare and file (or cause to be prepared and filed) all CURB Separate Returns and the Tax Return for CURB OP for all taxable years that include or begin after the Distribution Date.

Section 3.3 Tax Reporting Practices.

(a) General Rule. Except as provided in Section 3.3(b) of this Agreement, SITC shall prepare any Straddle Period Joint Return in accordance with past practices, permissible accounting methods, elections or conventions (“Past Practices”) used by the members of the SITC Group and the members of the CURB Group prior to the Distribution Date with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, then SITC shall prepare such Tax Return in accordance with reasonable Tax accounting practices selected by SITC. With respect to any Tax Return that

CURB has the obligation and right to prepare, or cause to be prepared, under this Section 3, including a CURB OP Tax Return that includes the Distribution Date, to the extent such Tax Return could affect SITC, such Tax Return shall be prepared in accordance with Past Practices used by the members of the SITC Group and the members of the CURB Group prior to the Distribution Date with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, such Tax Return shall be prepared in accordance with reasonable Tax accounting practices selected by CURB, subject to the consent of SITC (which consent may not be unreasonably withheld, conditioned or delayed).

(b) Consistency with Intended Tax Treatment. Notwithstanding anything contrary in this Agreement, the Separation Agreement, or any Ancillary Agreement, except as otherwise agreed by the Parties, the Parties shall prepare all Tax Returns consistent with the Intended Tax Treatment unless, and then only to the extent, an alternative position is required pursuant to a determination by a Tax Authority; provided, however, that neither Party shall be required to litigate before any court any challenge to the Intended Tax Treatment by a Tax Authority.

Section 3.4 CURB Carrybacks and Claims for Refund.

(a) CURB hereby agrees that, unless SITC consents in writing (which consent may not be unreasonably withheld, conditioned or delayed) or as required by Law, (i) no member of the CURB Group (nor its successors) shall file any Adjustment Request with respect to any Tax Return that could affect any Joint Return or any other Tax Return reflecting Taxes that are allocated to SITC under Section 2 and (ii) any available elections to waive the right to claim any CURB Carryback in any Joint Return or any other Tax Return reflecting Taxes that are allocated to SITC under Section 2 shall be made, and no affirmative election shall be made to claim any such CURB Carryback. In the event that CURB (or the appropriate member of the CURB Group) is prohibited by applicable Law from waiving or otherwise forgoing a CURB Carryback or SITC consents to a CURB Carryback (which consent may not be unreasonably withheld, conditioned or delayed), SITC shall cooperate with CURB, at CURB’s expense, in seeking from the appropriate Tax Authority such Tax Benefit as reasonably would result from such CURB Carryback, to the extent that such Tax Benefit is directly attributable to such CURB Carryback, and shall pay over to CURB the amount of such Tax Benefit within ten (10) days after such Tax Benefit is recognized by the SITC Group; provided, however, that CURB shall indemnify and hold the members of the SITC Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such CURB Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the SITC Group if (i) such Tax Attributes expire unused, but would have been utilized but for such CURB Carryback, or (ii) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been used but for such CURB Carryback.

(b) SITC hereby agrees that, unless CURB consents in writing (which consent may not be unreasonably withheld, conditioned or delayed) or as required by Law, no member of the SITC Group shall file any Adjustment Request with respect to any CURB Separate Return.

Section 3.5 Apportionment of Tax Attributes.

(a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the SITC Group and the members of the CURB Group in accordance with the Code, Treasury Regulations, and any other applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the taxpayer that created such Tax Attributes.

(b) On or before the first anniversary of the Distribution Date, SITC shall deliver to CURB its determination in writing of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute which is allocated or apportioned to the members of the CURB Group under applicable Tax Law and this Agreement (“Proposed Allocation”). CURB shall have sixty (60) days to review the Proposed Allocation and provide SITC any comments with respect thereto. SITC shall accept any such comments that are reasonable, and such resulting determination will become final (“Final Allocation”). All members of the SITC Group and CURB Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of an adjustment to the earnings and profits, any Tax Attributes or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, SITC shall promptly notify CURB in writing of such adjustment. For the avoidance of doubt, SITC shall not be liable to any member of the CURB Group for any failure of any determination under this Section 3.5(b) to be accurate under applicable Tax Law; provided such determination was made in good faith.

(c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.5(a) of this Agreement, as agreed by the Parties.

Section 4. Tax Payments.

Section 4.1 Taxes Shown on Tax Returns. SITC shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the SITC Group is responsible for preparing under Section 3 of this Agreement, and CURB shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the CURB Group is responsible for preparing under Section 3 of this Agreement. At least seven (7) Business Days prior to any Payment Date for any Straddle Period Joint Return, CURB shall pay to SITC the amount CURB is responsible for under the provisions of Section 2 as calculated pursuant to this Agreement.

Section 4.2 Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a final determination by a Tax Authority respect to any Tax, the Party to which such Tax is allocated pursuant to this Agreement shall pay to the applicable Tax Authority when due any additional Tax required to be paid as a result of such adjustment.

Section 4.3 Indemnification Payments.

(a) Except as provided in the last sentence of Section 4.1 of this Agreement, if any Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax

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that another Party (the “Required Party”) is liable for under this Agreement, the Required Party shall reimburse the Payor within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the Payor’s payment to the Tax Authority to the date of reimbursement by the Required Party under this Section 4.3. The Required Party shall also pay to the Payor any reasonable costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within five (5) days after the Payor’s written demand therefor.

(b) All indemnification payments under this Agreement shall be made by SITC directly to CURB and by CURB directly to SITC; provided,however, that if the Parties mutually agree for administrative convenience with respect to any such indemnification payment, any member of the SITC Group, on the one hand, may make such indemnification payment to any member of the CURB Group, on the other hand, and vice versa.

Section 5. Tax Benefits.

Section 5.1 Tax Refunds. SITC shall be entitled (subject to the limitations provided in Section 3.4 of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which SITC is liable hereunder, and CURB shall be entitled (subject to the limitations provided in Section 3.4 of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which CURB is liable hereunder. A Party receiving a refund to which another Party is entitled hereunder shall pay over such refund to such other Party within twenty (20) Business Days after such refund is received (together with interest computed at the Prime Rate based on the number of days from the date the refund was received to the date the refund was paid over).

Section 5.2 Other Tax Benefits.

(a) If (i) a member of the CURB Group actually realizes any Tax Benefit as a result of any liability, obligation, loss or payment (each, a “Loss”) for which a member of the SITC Group is required to indemnify any member of the CURB Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation Agreement or any Ancillary Agreement), or (ii) if a member of the SITC Group actually realizes any Tax Benefit as a result of any Loss for which a member of the CURB Group is required to indemnify any member of the SITC Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation Agreement or any Ancillary Agreement), and, in each case, such Tax Benefit would not have arisen but for such adjustment or Loss (determined on a “with and without” basis), CURB (in the case of the foregoing clause (i)) or SITC (in the case of the foregoing clause (ii)), as the case may be, shall make a payment to the other Party in an amount equal to the amount of such actually realized Tax Benefit in cash within ten (10) Business Days of actually realizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 5.2(a) is subsequently disallowed by the applicable Tax Authority, the Party that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Party.

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(b) No later than ten (10) Business Days after a Tax Benefit described in Section 5.2(a) is actually realized by a member of the SITC Group or a member of the CURB Group, SITC or CURB, as the case may be, shall provide the other Party with a written calculation of the amount payable to such other Party pursuant to Section 5.2(a). In the event that SITC or CURB, as the case may be, disagrees with any such calculation described in this Section 5.2(b), such Party shall so notify the other Party in writing within twenty (20) Business Days of receiving such written calculation. The Parties shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 5.2 shall be determined in accordance with Section 13 of this Agreement.

Section 6.REIT Qualification.

Section 6.1 SITC. SITC represents that commencing with its taxable year ended December 31, 1993, through its taxable year ending December 31, 2023, SITC was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. SITC covenants that it will (i) qualify as a REIT under the Code for its taxable year that includes the Distribution Date unless SITC obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the IRS to the effect that SITC’s failure to maintain its REIT status will not cause CURB to fail to qualify as a REIT. SITC and each member of the SITC Group further covenants that SITC and each member of the SITC Group shall cooperate and take any and all actions reasonably requested by CURB necessary to enable CURB to obtain Tax Opinions including, but not limited to, providing (Y) information and representations to CURB and CURB’s tax counsel with respect to the composition of SITC’s income and assets, the composition of the holders of common stock of SITC, and SITC’s organization, operation and qualification as a REIT for its taxable year that includes the Distribution Date and for all prior taxable years and (Z) at such times as reasonably requested by CURB (in connection with offerings of CURB’s equity or debt securities or the filing of any registration statement by CURB or otherwise) an opinion from nationally recognized tax counsel on which CURB (and its tax counsel Jones Day) can rely, to the effect that SITC was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code during the period commencing with its taxable year ended December 31, 1993, through the end of its taxable year that includes the Distribution Date.

Section 6.2 CURB. CURB covenants that it will (i) be organized and operate so that it will qualify as a REIT under the Code for its initial taxable year that includes the Distribution Date and (ii) elect to be taxable as a REIT commencing with its initial taxable year ending December 31, 2024. CURB and each member of the CURB Group further covenants that CURB and each member of the CURB Group shall cooperate and take any and all actions reasonably requested by SITC necessary to enable SITC to obtain Tax Opinions including, but not limited to, providing (Y) information and representations to SITC and SITC’s tax counsel with respect to the composition of CURB’s income and assets, the composition of the holders of common stock of CURB and CURB’s organization, operation and qualification as a REIT, in each case, for

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CURB’s taxable year that includes the Distribution Date and (Z) at such times as reasonably requested by SITC (in connection with offerings of SITC’s equity or debt securities or the filing of any registration statement by SITC or otherwise) an opinion from nationally recognized tax counsel on which SITC (and its tax counsel Jones Day) can rely, to the effect that CURB was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code during its taxable year that included the Distribution Date.

Section 7.Assistance and Cooperation.

Section 7.1 Assistance and Cooperation.

(a) The Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to any other Party and its Affiliates reasonably available to such other Party as provided in Section 8 of this Agreement. Each of the Parties shall also make available to any other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

(b) Prior to the end of its taxable year that includes the Distribution Date, SITC, and each member of the SITC Group, shall, upon request of CURB, provide CURB with quarterly information regarding SITC’s qualification as a REIT (including but not limited to quarterly information regarding the composition of SITC’s income and assets).

(c) Upon SITC’s reasonable determination that SITC may no longer qualify to be taxable as a REIT for any period ending on or before the end of its taxable year that includes the Distribution Date, SITC will give written notice of such determination to CURB within two (2) Business Days.

(d) Upon CURB’s reasonable determination that CURB may no longer qualify to be taxable as a REIT for any period ending on or before the end of its taxable year that includes the Distribution Date, CURB will give written notice of such determination to SITC within two (2) Business Days.

(e) Any information or documents provided under this Agreement shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. In addition, in the event that SITC determines that the provision of any information or documents to CURB or any of its Affiliates, or CURB determines that the provision of any information or documents to SITC or any SITC Affiliate, could be commercially detrimental, violate any Law or agreement or waive any Privilege, the Parties shall use commercially reasonable efforts to permit each other’s compliance with its obligations under this Section 7 in a manner that avoids any such harm or consequence.

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Section 7.2 Tax Return Information. Each of SITC and CURB, and each member of their respective Groups, acknowledges that time is of the essence in relation to any request for information, assistance or cooperation made pursuant to Section 7.1 of this Agreement or this Section 7.2. Each of SITC and CURB, and each member of their respective Groups, acknowledges that failure to conform to the reasonable deadlines set by the Party making such request could cause irreparable harm. Each Party shall provide to the other Party information and documents relating to its Group reasonably required by the other Party to prepare Tax Returns, including any pro forma returns required by the Responsible Party for purposes of preparing such Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in such form as the Responsible Party reasonably requests and at or prior to the time reasonably specified by the Responsible Party so as to enable the Responsible Party to file such Tax Returns on a timely basis.

Section 7.3 Reliance by SITC. If any member of the CURB Group supplies information to a member of the SITC Group in connection with a Tax liability and an officer of a member of the SITC Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the SITC Group identifying the information being so relied upon, an applicable officer of CURB shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Section 7.4 Reliance by CURB. If any member of the SITC Group supplies information to a member of the CURB Group in connection with a Tax liability and an officer of a member of the CURB Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the CURB Group identifying the information being so relied upon, an applicable officer of SITC shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Section 8. Tax Records.

Section 8.1 Retention of Tax Records. Each of SITC and CURB shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and SITC shall preserve and keep all other Tax Records relating to Taxes of the SITC and CURB Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of SITC and CURB may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, (a) SITC or CURB reasonably determines that any Tax Records which it would otherwise be required to

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preserve and keep under this Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 8.2 Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession pertaining to (i) in the case of any Tax Return of the SITC Group, the portion of such return that relates to Taxes for which the CURB Group may be liable pursuant to this Agreement or (ii) in the case of any Tax Return of the CURB Group, the portion of such return that relates to Taxes for which the SITC Group may be liable pursuant to this Agreement, and shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax auditor direct access, at the cost and expense of the requesting Party, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

Section 8.3 Preservation of Privilege. The Parties and their respective Affiliates shall not provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

Section 9. Tax Contests.

Section 9.1 Notice. Each Party shall provide prompt notice to the other Party of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware (i) related to Taxes for Tax Periods for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder or (ii) otherwise relating to the Intended Tax Treatment or the Transactions (including the resolution of any Tax Contest relating thereto). Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents

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received from any Tax Authority in respect of any such matters. If an indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability and the indemnifying Party is entitled under this Agreement to contest the asserted Tax liability, then (x) to the extent the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and (y) to the extent the indemnifying Party is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay the indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 9.2 Control of Tax Contests.

(a) SITC Control. Notwithstanding anything in this Agreement to the contrary, SITC shall have the right to control any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) a SITC Separate Return and (iii) Transfer Taxes. Subject to Section 9.2(c) and Section 9.2(d) of this Agreement, SITC shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest.

(b) CURB Control. Except as otherwise provided in this Section 9.2, CURB shall have the right to control any Tax Contest with respect to any Tax matters relating to a CURB Separate Return and with respect to any Tax Contest with respect to CURB OP. Subject to Section 9.2(c) and Section 9.2(d) of this Agreement, CURB shall have reasonable discretion, after consultation with SITC, with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest relating to a CURB Separate Return for a Pre-Distribution Period or Straddle Period, and absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any other such Tax Contest.

(c) Settlement Rights. The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party; provided, that to the extent any such Tax Contest (i) could give rise to a claim for indemnity by the Controlling Party or its Affiliates against the Non-Controlling Party or its Affiliates under this Agreement, or (ii) is with respect to a CURB Separate Return for a Pre-Distribution Period or Straddle Period, then the Controlling Party shall not settle any such Tax Contest without the Non-Controlling Party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed and must take into account the reasonable likelihood of success of such Tax Contest on its merits without regard to the ability of the Non-Controlling Party to pay). Subject to Section 9.2(e) of this Agreement, and unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (I) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential

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adjustment in such Tax Contest; (II) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (III) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (IV) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (V) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in this Section 9, “Controlling Party” means the Party entitled to control the Tax Contest under such Section and “Non-Controlling Party” means (x) SITC if CURB is the Controlling Party and (y) CURB if SITC is the Controlling Party.

(d) Tax Contest Participation. Subject to Section 9.2(e) of this Agreement, and unless waived by the Parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section 9.2(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(e) Joint Returns. Notwithstanding anything in this Section 9 to the contrary, in the case of a Tax Contest related to a Joint Return, the rights of CURB and its Affiliates under Section 9.2(c) and Section 9.2(d) of this Agreement shall be limited in scope to the portion of such Tax Contest relating to Taxes for which CURB may reasonably expected to become liable to make any indemnification payment to SITC under this Agreement.

(f) Power of Attorney. Each member of the CURB Group shall execute and deliver to SITC (or such member of the SITC Group as SITC shall designate) any power of attorney or other similar document reasonably requested by SITC (or such designee) in connection with any Tax Contest (as to which SITC is the Controlling Party) described in this Section 9. Each member of the SITC Group shall execute and deliver to CURB (or such member of the CURB Group as CURB shall designate) any power of attorney or other similar document requested by CURB (or such designee) in connection with any Tax Contest (as to which CURB is the Controlling Party) described in this Section 9.

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Section 10. Survival of Obligations. **** The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Section 11. Tax Treatment of Payments.

Section 11.1 General Rule. Except as otherwise required by applicable Law or as otherwise agreed to by the Parties, any payment (other than interest thereon) made by SITC or any member of the SITC Group to CURB or any member of the CURB Group, or by CURB or any member of the CURB Group to SITC or any member of the SITC Group, pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement that relates to Taxable periods (or portions thereof) ending on or before the Distribution Date shall be treated by the Parties for all Tax purposes as a capital contribution from SITC to CURB or a distribution by CURB to SITC, as the case may be, occurring immediately before the Distribution; provided, however, that any such payment that is made or received by a Person other than SITC or CURB, as the case may be, shall be treated as if made or received by the payor or the recipient as agent for SITC or CURB, in each case as appropriate. No Party shall take any position inconsistent with the treatment described in the preceding sentence, and in the event that a Tax Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge.

Section 11.2 Interest. Anything herein or in the Separation Agreement to the contrary notwithstanding, to the extent one Party makes a payment of interest to the other Party under this Agreement with respect to the period from the date that the Party receiving the interest payment made a payment of Tax to a Tax Authority to the date that the Party making the interest payment reimbursed the Party receiving the interest payment for such Tax payment, the interest payment shall be treated as interest expense to the Party making such payment (deductible to the extent provided by Law) and as interest income by the Party receiving such payment (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Party making such payment or increase in Tax to the Party receiving such payment.

Section 12. Indemnification Payment Escrow.

Section 12.1 Indemnification Payments to CURB.

(a) With respect to any period in which CURB qualifies to be taxed as a REIT, notwithstanding any other provisions in this Agreement, the Separation Agreement or any Ancillary Agreement, any indemnification payments (a “CURB Indemnity Payment”) to be made to any member of the CURB Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (a “CURB Indemnified Party”) for any calendar year, upon receipt of a REIT Savings Notice from CURB at least fifteen (15) business days before the date on which such CURB Indemnity Payment is due, shall not exceed the sum of

(i) the amount that is determined (x) will not be gross income of CURB or (y) will be Qualifying Income of CURB, in each case for purposes of the Specified REIT Requirements and for any period in which CURB has made any election to be taxed as a REIT, with such determination to be set forth in REIT Guidance,

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plus

(ii) such additional amount that is estimated can be paid to CURB in such taxable year without causing CURB to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, determined (x) as if the payment of such amount did not constitute Qualifying Income and (y) by taking into account any other payments to CURB (and any other relevant member of the CURB Group) during such taxable year that do not constitute Qualifying Income, which determination shall be (xx) made by independent tax accountants to CURB, and (yy) submitted to and approved by CURB’s outside tax counsel.

(b) SITC shall place (or cause to be placed) the full amount of any CURB Indemnity Payments otherwise required to be made in a mutually agreed escrow account upon mutually acceptable terms, which shall provide that

(i) the amount in the escrow account shall be treated as the property of SITC or the applicable member of the SITC Group, unless it is released from such escrow account to any CURB Indemnified Party,

(ii) all income earned upon the amount in the escrow account shall be treated as the property of SITC or the applicable member of the SITC Group and reported, as and to the extent required by applicable Law, by the escrow agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by SITC or the applicable member of the SITC Group whether or not said income has been distributed during such taxable year,

(iii) the amount in the escrow account shall be invested only as determined by SITC in its sole discretion in an interest bearing segregated account, and

(iv) any portion thereof shall not be released to any CURB Indemnified Party unless and until SITC receives any of the following: (x) a letter from CURB’s independent tax accountants indicating the amount that it is estimated can be paid at that time to the CURB Indemnified Parties without causing CURB to fail to meet the Specified REIT Requirements for the taxable year in which the payment would be made, which determination shall be made by such independent tax accountants or (y) an opinion of outside tax counsel selected by CURB, such opinion to be reasonably satisfactory to CURB, to the effect that, based upon a change in applicable Law after the date on which payment was first deferred hereunder, receipt of the additional amount of CURB Indemnification Payments otherwise required to be paid either would be excluded from gross income of CURB for purposes of the Specified REIT Requirements or would constitute Qualifying Income, in either of which events amounts shall be released from the escrow account to the applicable CURB Indemnified Parties in an amount equal to the lesser of the unpaid CURB Indemnification Payments due and owing (determined without regard to this Section 12.1 or the maximum amount stated in the letter referred to in clause (iv)(x) above.

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(c) Any amount held in escrow pursuant to Section 12.1(b) for ten (10) years shall be released from such escrow to be used as determined by SITC in its sole and absolute discretion.

(d) CURB shall bear all costs and expenses with respect to the escrow.

(e) SITC shall cooperate in good faith with CURB (including amending this Section 12.1 at the reasonable request of CURB) in order to (1) maximize the portion of the payments that may be made to the CURB Indemnified Parties hereunder without causing CURB to fail to meet the Specified REIT Requirements, (2) improve CURB’s chances of securing a favorable ruling described in this Section 12.1 or (3) assist CURB in obtaining a favorable opinion from its outside tax counsel or determination from its tax accountants as described in this Section 12.1. Such cooperation shall include, for example, agreeing to make payments hereunder to a taxable REIT subsidiary of CURB or an affiliate or designee of CURB. CURB shall reimburse SITC for all reasonable costs and expenses of such cooperation.

Section 12.2 Indemnification Payments to SITC.

(a) With respect to any period in which SITC qualifies to be taxed as a REIT, notwithstanding any other provisions in this Agreement or any Ancillary Agreement, any indemnification payments (a “SITC Indemnity Payment”) to be made to any member of the SITC Group (“SITC Indemnified Party”) pursuant to this Agreement, the Separation Agreement, or any Ancillary Agreement for any calendar year, upon receipt of a REIT Savings Notice from SITC at least fifteen (15) business days before the date on which such SITC Indemnity Payment is due, shall not exceed the sum of

(i) the amount that is determined (x) will not be gross income of SITC or (y) will be Qualifying Income of SITC, in each case for purposes of the Specified REIT Requirements and for any period in which SITC has made any election to be taxed as a REIT, with such determination to be set forth in REIT Guidance,

plus

(ii) such additional amount that is estimated can be paid to SITC in such taxable year without causing SITC to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, determined (x) as if the payment of such amount did not constitute Qualifying Income and (y) by taking into account any other payments to SITC (and any other relevant member of the SITC Group) during such taxable year that do not constitute Qualifying Income, which determination shall be (xx) made by independent tax accountants to SITC, and (yy) submitted to and approved by SITC’s outside tax counsel.

(b) CURB shall place (or cause to be placed) the full amount of any SITC Indemnity Payments otherwise required to be made in a mutually agreed escrow account upon mutually acceptable terms, which shall provide that

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(i) the amount in the escrow account shall be treated as the property of CURB or the applicable member of the CURB Group, unless it is released from such escrow account to any SITC Indemnified Party,

(ii) all income earned upon the amount in the escrow account shall be treated as the property of CURB or the applicable member of the CURB Group and reported, as and to the extent required by applicable Law, by the escrow agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by CURB or the applicable member of the CURB Group whether or not said income has been distributed during such taxable year,

(iii) the amount in the escrow account shall be invested only as determined by CURB in its sole discretion in an interest bearing segregated account, and

(iv) any portion thereof shall not be released to any SITC Indemnified Party unless and until CURB receives any of the following: (x) a letter from SITC’s independent tax accountants indicating the amount that it is estimated can be paid at that time to the SITC Indemnified Parties without causing SITC to fail to meet the Specified REIT Requirements for the taxable year in which the payment would be made, which determination shall be made by such independent tax accountants or (y) an opinion of outside tax counsel selected by SITC, such opinion to be reasonably satisfactory to SITC, to the effect that, based upon a change in applicable Law after the date on which payment was first deferred hereunder, receipt of the additional amount of SITC Indemnity Payments otherwise required to be paid either would be excluded from gross income of SITC for purposes of the Specified REIT Requirements or would constitute Qualifying Income, in either of which events amounts shall be released from the escrow account to the applicable SITC Indemnified Parties in an amount equal to the lesser of the unpaid SITC Indemnity Payments due and owing (determined without regard to this Section 12.2 or the maximum amount stated in the letter referred to in clause (iv)(x) above.

(c) Any amount held in escrow pursuant to Section 12.2(b) for ten (10) years shall be released from such escrow to be used as determined by CURB in its sole and absolute discretion.

(d) SITC shall bear all costs and expenses with respect to the escrow.

(e) CURB shall cooperate in good faith with SITC (including amending this Section 12.2 at the reasonable request of SITC) in order to (1) maximize the portion of the payments that may be made to the SITC Indemnified Parties hereunder without causing SITC to fail to meet the Specified REIT Requirements, (2) improve SITC’s chances of securing a favorable ruling described in this Section 12.2, or (3) assist SITC in obtaining a favorable opinion from its outside tax counsel or determination from its tax accountants as described in this Section 12.2. Such cooperation shall include, for example, agreeing to make payments hereunder to a taxable REIT subsidiary of SITC or an affiliate or designee of SITC. SITC shall reimburse CURB for all reasonable costs and expenses of such cooperation.

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Section 13. Dispute Resolution. **** Any and all Disputes arising hereunder shall be resolved through the procedures provided in Article VII of the Separation Agreement.

Section 14. General Provisions.

Section 14.1 Amendments and Waivers.

(a) Subject to Section 9.1 of the Separation Agreement, this Agreement may not be amended except by an agreement in writing signed by both Parties.

(b) Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement if it is in writing signed by an authorized representative of such Party. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 14.2 Entire Agreement. This Agreement, the Ancillary Agreements, and the Exhibits and Schedules referenced herein and therein and attached hereto or thereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, commitments, writings, courses of dealing and understandings with respect to the subject matter hereof; for the avoidance of doubt, the preceding clause shall apply to all other agreements, whether or not written, in respect of any Tax between or among any member or members of the SITC Group, on the one hand, and any member or members of the CURB Group, on the other hand, which agreements shall be of no further effect between the parties thereto and any rights or obligations existing thereunder shall be fully and finally settled, calculated as of the date hereof. Except as expressly set forth in the Separation Agreement or any Ancillary Agreement: (i) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries, to the extent such matters are the subject of this Agreement, shall be governed exclusively by this Agreement; and (ii) for the avoidance of doubt, in the event of any conflict between the Separation Agreement or any Ancillary Agreement, on the one hand, and this Agreement, on the other hand, with respect to such matters, the terms and conditions of this Agreement shall govern.

Section 14.3 Survival of Agreements. Except as otherwise expressly contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 14.4 Third Party Beneficiaries. Except as specifically provided herein, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

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Section 14.5 Notices. All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) five (5) Business Days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by e-mail, (c) when delivered, if delivered personally to the intended recipient, and (d) one (1) Business Day following sending by overnight delivery via a national courier service and, in each case, addressed to a Party at the following address for such Party.

(a)	If to SITC:

SITE Centers Corp.

3300 Enterprise Parkway

Beachwood, OH 44122

Attention: General Counsel

e-mail: [***]

with a copy (which shall not constitute Notice) to:

Jones Day

901 Lakeside Avenue

Cleveland, OH 44114

Attention: Peter Izanec

e-mail: [***]

(b)	If to CURB:

Curbline Properties Corp.

3300 Enterprise Parkway

Beachwood, OH 44122

Attention: General Counsel

e-mail: [***]

Section 14.6 Counterparts; Electronic Delivery. This Agreement may be executed in multiple counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 14.7 Severability. If any term or other provision of this Agreement or the Exhibits and Schedules attached hereto or thereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

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Section 14.8 Assignability; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of each Party under this Agreement shall not be assignable, in whole or in part, directly or indirectly, whether by operation of law or otherwise, by such Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) and any attempt to assign any rights or obligations under this Agreement without such consent shall be null and void. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to any of their respective Affiliates provided that no such assignment shall release such assigning Party from any liability or obligation under this Agreement.

Section 14.9 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 14.10 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment. The Parties have had access to independent legal advice, have conducted such investigations they thought appropriate, and have consulted with such other independent advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 14.11 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

Section 14.12 Title and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

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Section 14.13 Other Agreements. Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Separation Agreement or the Ancillary Agreements.

Section 14.14 Payment Terms.

(a) Except as otherwise expressly provided to the contrary in this Agreement, any amount to be paid or reimbursed by a Party (where applicable, or a member of such Party’s Group) to the other Party (where applicable, or a member of such other Party’s Group) under this Agreement shall be paid or reimbursed hereunder within sixty (60) days after presentation of an invoice or a written demand therefor, in either case setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

(b) Except as expressly provided to the contrary in this Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within sixty (60) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to the Prime Rate, from time to time in effect, plus two percent (2%), calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

(c) Without the consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either SITC or CURB under this Agreement shall be made in U.S. dollars. Except as expressly provided herein, any amount which is not expressed in U.S. dollars shall be converted into U.S. dollars by using the exchange rate published on Bloomberg at 5:00 pm, Eastern time, on the day before the relevant date, or in The Wall Street Journal on such date if not so published on Bloomberg. Except as expressly provided herein, in the event that any Tax indemnity payment required to be made hereunder may be denominated in a currency other than U.S. dollars, the amount of such payment shall be converted into U.S. dollars on the date in which notice of the claim is given to the indemnifying Party.

Section 14.15 No Admission of Liability. The allocation of assets and liabilities herein is solely for the purpose of allocating such assets and liabilities between SITC and CURB and is not intended as an admission of liability or responsibility for any alleged liabilities vis-à-vis any third party, including with respect to the liabilities of any non-wholly owned subsidiary of SITC or CURB.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective officers as of the date first set forth above.

SITE CENTERS CORP.
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer
CURBLINE PROPERTIES CORP.
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer
CURBLINE PROPERTIES LP
	By: Curbline Properties Corp.,<br> <br>its General<br>Partner
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer

[Signature Page to Tax Matters Agreement]

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EX-10.3

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

BY AND AMONG

SITECENTERS CORP.,

CURBLINE PROPERTIES CORP.,

AND

CURBLINEPROPERTIES LP

DATED AS OF OCTOBER 1, 2024

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of October 1, 2024, is by and among SITE Centers Corp., an Ohio corporation (“SITC”), Curbline Properties Corp., a Maryland corporation, and a directly, wholly owned subsidiary of SITC (“CURB”), and Curbline Properties LP, a Delaware limited partnership (“CURB OP”) (each, a “Party” and together, the “Parties”). Capitalized terms used herein shall have the respective meanings assigned to them in Article I.

WHEREAS, the Parties have entered into a Separation and Distribution Agreement, dated as of October 1, 2024 (the “Separation Agreement”) to effectuate the Distribution, and have entered or will enter into other Ancillary Agreements that will govern certain matters relating to the Distribution and the relationship of SITC, CURB and their respective Affiliates prior to and following the Distribution Date; and

WHEREAS, pursuant to the Separation Agreement, the Parties have agreed to enter into this Agreement for the purpose of allocating assets, Liabilities and responsibilities with respect to certain human resources, employee compensation and benefits matters among them to the extent not provided in, or that vary from, the Separation Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONSAND INTERPRETATION

1.1 Selected Definitions. The following terms shall have the following meanings:

“401(k) Plan Governing Documents” has the meaning given to such term in Section 3.1(a) of this Agreement.

“Adjusted CURB RSU” means a restricted stock unit award with respect to CURB Shares granted by CURB as described in Section 5.1(b)(ii) that vests solely based on the passage of time.

“Adjusted SITC Compensation Award” means each Adjusted SITC Option, Adjusted SITC RSU, and Replacement SITC RSU.

“Adjusted SITC Option” means an option to acquire SITC Shares relating to a SITC Option as described in Section 5.1(a).

“Adjusted SITC RSU” means a time-based restricted stock unit award with respect to SITC Shares relating to SITC RSUs that vests solely based on the passage of time as described in Section 5.1(b)(i).

“Affiliate” has the meaning given to such term in the Separation Agreement.

“Agreement” has the meaning given to such term in the preamble to this Agreement.

“Ancillary Agreement” has the meaning given to such term in the Separation Agreement.

“Assumed NQDC Plan Liabilities” has the meaning given to such term in Section 6.1 of this Agreement.

“Benefit Plan” means, with respect to an entity, any “employee benefit plan” (as defined in Section 3(3) of ERISA), and each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, operating partnership unit, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, paid time-off, disability or accident insurance plan, program, arrangement, agreement or commitment, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or with respect to which such entity has any Liability).

“COBRA” means the continuation coverage requirements for “group health plans” under Code Section 4980B and Sections 601 through 608 of ERISA, and any similar state group health plan continuation Law, together with all regulations and proposed regulations promulgated thereunder.

“Code” has the meaning given to such term in the Separation Agreement.

“CURB” has the meaning given to such term in the preamble to this Agreement.

“CURB 401(k) Plan” has the meaning given to such term in Section 3.1(a) of this Agreement.

“CURB Benefit Plan” means any Benefit Plan sponsored or maintained by a member of the CURB Group after the Effective Time, but excluding any SITC Benefit Plan.

“CURB Compensation Award” means each Adjusted CURB RSU and Replacement CURB RSU.

“CURB Employment Agreement” has the meaning given to such term in Section 7.3 of this Agreement.

“CURB ERISA Group” means CURB and the members of the CURB Group that are ERISA Affiliates of CURB.

“CURB Group” has the meaning given to such term in the Separation Agreement.

“CURB Group Employee” means any person who, immediately following the Effective Time, is an Employee of any member of the CURB Group, including any such Employee who is on an approved leave at such time.

“CURB NQDC Plan” has the meaning given to such term in Section 6.1 of this Agreement.

“CURB OP” has the meaning given to such term in the preamble to this Agreement.

“CURB Participant” means any CURB Group Employee who immediately prior to the Distribution holds SITC Compensation Awards, or a beneficiary, dependent or alternate payee of such person.

“CURB Per-Share Value” means the average of the daily volume-weighted average price of a CURB Share solely on the NYSE on each of the Distribution Date and the nine trading days immediately following the Distribution Date (as traded on the “regular way” market) as reported by Bloomberg L.P. or any successor thereto.

“CURB Shares” has the meaning given to such term in the Separation Agreement.

“CURB Welfare Plans” has the meaning given to such term in Section 4.1 of this Agreement.

“Distribution” has the meaning given to such term in the Separation Agreement.

“Distribution Date” has the meaning given to such term in the Separation Agreement.

“Effective Time” has the meaning given to such term in the Separation Agreement.

“Employee” means any individual who is a full-time or part-time employee of the applicable entity.

“Employment Agreement” means any individual employment, retention, consulting, change in control, split dollar life insurance, sale bonus, incentive bonus, severance or other individual compensatory agreement between any current or former employee and SITC or any of its Affiliates.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to a specified Person, any trade or business (whether or not incorporated) (i) under common control within the meaning of Section 4001(b)(1) of ERISA with the specified Person or (ii) which together with the specified Person is treated as a single employer under Section 414(t) of the Code.

“Former Employee” means any former Employee of a member of the SITC Group or of the CURB Group, as of immediately prior to the Effective Time, whether having last been employed by a member of the SITC Group or a member of the CURB Group, including retired Employees.

“Group” has the meaning given to such term in the Separation Agreement.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended.

“Indemnities” has the meaning given to such term in the Separation Agreement.

“Information” has the meaning given to such term in the Separation Agreement.

“Law” has the meaning given to such term in the Separation Agreement.

“Liabilities” has the meaning given to such term in the Separation Agreement.

“NQDC Transfer Date” has the meaning given to such term in Section 6.1 of this Agreement.

“NYSE” has the meaning given to such term in the Separation Agreement.

“Option Exercise Price” means the pre-adjustment exercise price of the applicable SITC Option.

“Parties” or “Party” has the meaning given to such term in the preamble to this Agreement.

“Person” has the meaning given to such term in the Separation Agreement.

“Post-Distribution SITC Share Price” means the average of the daily volume-weighted average price of a SITC Share solely on the NYSE on each of the Distribution Date and the nine trading days immediately following the Distribution Date (as traded on the “regular way” market) as reported by Bloomberg L.P. or any successor thereto.

“Pre-Distribution SITC Share Price” means the closing sale price of a SITC Share solely on the NYSE on the trading day immediately preceding the Distribution Date (as traded on the “regular way” market) as reported by Bloomberg L.P. or any successor thereto.

“Replacement CURB RSU” means a time-based restricted stock unit award with respect to CURB Shares that relates to the SITC PRSUs and that vests solely based on the passage of time as described in Section 5.1(c)(iii).

“Replacement SITC RSU” means a time-based restricted stock unit award with respect to SITC Shares that relates to the SITC PRSUs and that vests solely based on the passage of time as described in Section 5.1(c)(ii).

“Separation” has the meaning given to such term in the Separation Agreement.

“Separation Agreement” has the meaning given to such term in the recitals to this Agreement.

“Shared Services Agreement” has the meaning given to such term in the Separation Agreement.

“SITC” has the meaning given to such term in the preamble to this Agreement.

“SITC 401(k) Plan” has the meaning given to such term in Section 3.1(a) of this Agreement.

“SITC Annual Incentive Program” has the meaning given to such term in Section 7.1 of this Agreement.

“SITC Benefit Plan” shall mean any Benefit Plan sponsored or maintained by SITC or any of its Affiliates.

“SITC Board” has the meaning given to such term in the Separation Agreement.

“SITC Commission Program” has the meaning given to such term in Section 7.2 of this Agreement.

“SITC Compensation Award” means each SITC Option, SITC RSU or SITC PRSU.

“SITC Compensation Committee” means the Compensation Committee of the SITC Board.

“SITC Elective Cash Plan” has the meaning given to such term in Section 6.1 of this Agreement.

“SITC Equity Plan” means either of the SITE Centers Corp. 2019 Equity and Incentive Compensation Plan or the SITE Centers Corp. 2012 Equity and Incentive Compensation Plan.

“SITC ERISA Group” means SITC and the members of the SITC Group that are ERISA Affiliates of SITC.

“SITC Group” has the meaning given to such term in the Separation Agreement.

“SITC Group Employee” shall mean any person who, immediately following the Effective Time, is an Employee of any member of the SITC Group, including any such Employee who is on an approved leave at such time.

“SITC Option” means an option to acquire SITC Shares granted under the SITC Equity Plan before the Distribution Date.

“SITC Participant” shall mean any SITC Group Employee or Former Employee, who immediately prior to the Distribution holds SITC Compensation Awards, or a beneficiary, dependent or alternate payee of such person.

“SITC PRSU” means a performance-based restricted share unit award granted by SITC under the SITC Equity Plan before the Distribution Date.

“SITC RSU” means a time-based restricted share unit award granted by SITC under the SITC Equity Plan before the Distribution Date.

“SITC Shares” has the meaning given to such term in the Separation Agreement.

“SITC Welfare Plans” has the meaning given to such term in Section 4.1 of this Agreement.

“Subsequent Transferee” means any SITC Group Employee who transfers employment directly from the SITC Group to the CURB Group after the Effective Time but prior to the fifth anniversary of the Distribution Date.

“Subsequent Transfer Date” means the date on which a Subsequent Transferee first commences employment with the CURB Group.

“Subsidiary” has the meaning given to such term in the Separation Agreement.

“Tax Matters Agreement” has the meaning given to such term in the Separation Agreement.

“Third Party” has the meaning given to such term in the Separation Agreement.

“Transfer Documents” has the meaning given to such term in the Separation Agreement.

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

“Welfare Plan Governing Documents” has the meaning given to such term in Section 4.1 of this Agreement.

“Welfare Plan Transfer Date” has the meaning given to such term in Section 4.1 of this Agreement.

1.2 Interpretation. For the purposes of this Agreement: (a) whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa, (b) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (c) the word “or” is not exclusive, (d) the words “herein,” “hereof” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including any Schedules hereto), (e) references to any Person include the successors and permitted assigns of that Person, (f) “to the extent” means the degree to which

a subject or other thing extends, and such phrase does not mean simply “if,” (g) unless the context otherwise requires, Articles, Sections, Schedules and Exhibits mean Articles of, Sections of and Schedules attached to this Agreement (or where context requires the Separation Agreement), (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in New York, New York, (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified, and (j) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall be references to October 1, 2024. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. In the case of any conflict between this Agreement and the Separation Agreement in relation to any matters addressed by this Agreement, this Agreement shall prevail unless this Agreement explicitly states that the Separation Agreement shall control.

ARTICLE II

GENERAL PRINCIPLES; EMPLOYMENT GENERALLY

2.1 SITC Group Employee Liabilities. Except as specifically provided in this Agreement or the Separation Agreement, the SITC Group will be solely responsible for (a) all employment, compensation and employee benefits Liabilities relating to, arising out of or resulting from the SITC Group’s employment and (if applicable) termination of the SITC Group Employees, Former Employees, and CURB Group Employees, (b) all Liabilities arising under each SITC Benefit Plan, and (c) any other Liabilities expressly assigned or allocated to a SITC Group member under this Agreement.

2.2 CURB Group Employee Liabilities. Except as specifically provided in this Agreement or the Separation Agreement, the CURB Group will be solely responsible for (a) all employment, compensation and employee benefits Liabilities relating to, arising out of or resulting from the CURB Group’s employment and (if applicable) termination of the CURB Group Employees and Subsequent Transferees after the Effective Time, (b) all Liabilities relating to, arising out of or resulting from any CURB Benefit Plan, and (c) any other Liabilities expressly assigned or allocated to a CURB Group member under this Agreement.

2.3 Continuation of Employment. Except as required by applicable Law, SITC and its Affiliates shall take all actions necessary to ensure that, as of immediately prior to the Effective Time, (a) all Employees intended by the Parties to be CURB Group Employees, including any such Employees who are on an approved leave of absence, are employed by a member of the CURB Group and (b) all Employees intended by the Parties to be SITC Group Employees are employed by a member of the SITC Group. Notwithstanding the foregoing or any other provision to the contrary, nothing in this Section 2.3, the Separation Agreement or any Ancillary Agreement shall prevent members of the CURB Group, in their sole discretion, from making offers of employment to any Employee of the SITC Group before or after the Effective Time. For purposes of clarity, an offer of employment with the CURB Group made by a CURB Group member or Employee to an Employee of the SITC Group will not violate any non-solicitation provisions in any Employment Agreement or other contract to which a CURB Group Employee is a party.

2.4 Service Recognition. CURB OP shall give, or shall cause another member of the CURB Group to give, each CURB Group Employee credit for purposes of eligibility and vesting under any CURB Benefit Plan for such CURB Group Employee’s service with the SITC Group or the CURB Group prior to the Effective Time to the same extent such service was recognized by the corresponding SITC Benefit Plan immediately prior to the Effective Time; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits or as otherwise provided by applicable Law.

2.5 No Separation From Service or Termination ofEmployment. None of the Separation, the Distribution or the assignment, transfer or continuation of employment of any Employee of SITC or any of its Affiliates at or prior to the Effective Time (including in accordance with Section 2.3 hereof) shall be deemed a separation from service or termination of employment entitling such Employee to be eligible to participate in, or to receive payment of, severance or other termination payments or benefits under any applicable Law, SITC Benefit Plan or CURB Benefit Plan.

2.6 Former Employees. No member of the CURB Group shall have any Liabilities with respect to Former Employees, if any, as of (or after) the Effective Time. SITC shall retain all Liabilities, if any, with respect to Former Employees. Notwithstanding the foregoing, if after the Effective Time a member of the CURB Group hires a Former Employee, then CURB and the applicable member of the CURB Group shall be responsible for any Liabilities that relate to, arise out of, or result from the CURB Group member’s employment of such Former Employee.

ARTICLE III

RETIREMENTPLANS

3.1 The 401(k) Plan.

(a) Transfer of Sponsorship to CURB; Participation by SITC. Prior to the Effective Time, the Parties will take all actions necessary to cause the plan sponsor of the SITE Centers Corp. 401(k) Plan & Trust (the “SITC 401(k) Plan”) to change from SITC to a member of the CURB ERISA Group (the transferred plan, the “CURB 401(k) Plan”), and to ensure that the members of the SITC ERISA Group, as applicable, are participating employers in the CURB 401(k) Plan. The terms of participation of the members of the SITC ERISA Group in the CURB 401(k) Plan as participating employers will be governed by the applicable plan document, agreements with applicable third party administrators, the Shared Services Agreement, and any other documents governing the administration and operation of the CURB 401(k) Plan (the “401(k) Plan Governing Documents”).

(b) Obligations and Liabilities.

(i) Through the Effective Time. Except as otherwise provided in this Section 3.1 or the 401(k) Plan Governing Documents, (A) SITC and the SITC ERISA Group shall retain all Liabilities that relate to, arise out of or result from any employer contributions, including matching contributions (including any true-up contributions, if applicable), profit-sharing contributions, and employer non-elective contributions, accrued under the SITC 401(k) Plan or the CURB 401(k) Plan (as applicable) for all participants through the Effective Time, determined in accordance with the terms and provisions of the applicable plan, ERISA and the Code, and based on all service performed and compensation accrued through the Effective Time, and (B) SITC and the SITC ERISA Group will be solely and exclusively responsible for all other obligations and Liabilities arising prior to the Effective Time that relate to, arise out of or result from the SITC 401(k) Plan and CURB 401(k) Plan, as applicable.

(ii) Following the Effective Time. All Liabilities that relate to, arise out of or result from employer contributions, including matching contributions (including any true-up contributions, if applicable), profit-sharing contributions, and employer non-elective contributions, accrued under the CURB 401(k) Plan following the Effective Time, determined in accordance with the terms and provisions of the CURB 401(k) Plan, ERISA and the Code, and based on all service performed and compensation accrued from and after the Effective Time shall be the responsibility of the CURB ERISA Group member or the SITC ERISA Group member that employs the Employee receiving the contribution, as applicable, during the time period to which the contribution relates. All other obligations and Liabilities arising on and after the Effective Time, that relate to, arise out of or result from the CURB 401(k) Plan shall be the responsibility of CURB and the CURB ERISA Group, except that SITC and the SITC ERISA Group will be responsible for all other obligations and Liabilities arising on and after the Effective Time, that relate to, arise out of or result from the SITC ERISA Group’s participation in the CURB 401(k) Plan except as provided in any 401(k) Plan Governing Documents.

ARTICLE IV

HEALTH ANDWELFARE PLANS

4.1 CURB Health and Welfare Plans. Members of the CURB ERISA Group will continue to participate in the group health plan and other welfare benefit plans sponsored by the SITC ERISA Group and listed on Schedule 4.1 (the “SITC Welfare Plans”) from the Distribution Date through the termination date of the Shared Services Agreement, or such earlier date as the Parties may reasonably agree (the earlier of such dates, the “Welfare Plan Transfer Date”). At CURB’s election, and to the extent the insurers of the SITC Welfare Plans consent, the Parties will take all actions necessary to cause the plan sponsor of the SITC Welfare Plans to change from SITC to a member of the CURB ERISA Group (the transferred plans, the “CURB Welfare Plans”) effective as of the Welfare Plan Transfer Date. The terms of the CURB ERISA Group’s participation in the SITC Welfare Plans as participating employers and the transfer of the sponsorship of such plans to a member of the CURB ERISA Group will be governed by the applicable plan documents, agreements with applicable third party administrators, the Shared Services Agreement, and any other documents governing the administration and operation of the SITC Welfare Plans and CURB Welfare Plans, as applicable, (the “Welfare Plan Governing Documents”). Except as otherwise provided in this Article IV or the Welfare Plan Governing Documents, SITC and the SITC ERISA Group will be solely and exclusively responsible for (a) all obligations and Liabilities arising prior to the Effective Time that relate to, arise out of or result from the SITC Welfare Plans, including for all welfare benefit claims incurred prior to the Distribution Date and (b) all obligations and liabilities arising on and after the Effective Time that relate to, arise out of or result from the SITC ERISA Group’s participation in the SITC Welfare Plans and CURB Welfare Plans, as applicable, including for all welfare benefit claims

of an Employee or their dependents incurred while an Employee is employed by a SITC ERISA Group member. Except as otherwise provided in this Article IV or the Welfare Plan Governing Documents, CURB and the CURB ERISA Group will be solely and exclusively responsible for all obligations and Liabilities arising on and after the Effective Time, that relate to, arise out of or result from the CURB ERISA Group’s participation in the SITC Welfare Plans and the CURB Welfare Plans, as applicable, including for all welfare benefit claims of an Employee or their dependents incurred while an Employee is employed by a CURB ERISA Group member. For purposes of this Article IV, a claim or Liability is deemed to be incurred: (i) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or Liability; (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability; (iii) with respect to disability benefits, upon the date of an Employee’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability; and (iv) with respect to a period of continuous hospitalization, upon the date of admission to the hospital.

4.2 Separation of Welfare Plans. Notwithstanding the provisions of Section 4.1, if the continued participation of members of the CURB ERISA Group in the SITC Welfare Plans or, following the Welfare Plan Transfer Date, participation by members of the SITC ERISA Group in the CURB Welfare Plans is no longer permitted under applicable law or by the insurers of the SITC Welfare Plans or CURB Welfare Plans, then such continued participation shall cease and CURB and SITC will reasonably cooperate to ensure the employees of the CURB ERISA Group and SITC ERISA Group have continuous coverage under group health and welfare benefit plans.

4.3 COBRA and HIPAA Compliance. The plan sponsor of the SITC Welfare Plans and the CURB Welfare Plans, as applicable, will be responsible for compliance with the requirements of COBRA and the certificate of creditable coverage requirements of HIPAA with respect to any Employees or any of their covered dependents who participate in the applicable plan at the time they incur a qualifying event or loss of coverage.

4.4 Workers Compensation. The ownership and administration of workers compensation insurance shall be governed by Section 5.1 of the Separation Agreement regarding insurance matters. For the avoidance of doubt, nothing in this Agreement shall be interpreted to allocate between the Parties the claims and Liabilities under any workers compensation insurance policies.

ARTICLE V

EQUITY PLANS AND AWARDS

5.1 Adjustment of Outstanding Awards . Each SITC Compensation Award that is outstanding as of the Distribution will be adjusted as described in this Section 5.1; provided, however, that, effective immediately prior to the Distribution, the SITC Compensation Committee may provide for different adjustments with respect to some or all of a holder’s SITC Compensation Awards. For greater certainty, any adjustments made by the SITC Compensation Committee will be deemed incorporated by reference herein as if fully set forth below and will be binding on the Parties hereto and their respective Subsidiaries.

(a) Options. Each SITC Option generally will be adjusted in the manner described in this Section 5.1(a), effective as of the Distribution Date and immediately prior to the Distribution, so that immediately following the Distribution each SITC Option holder will hold an Adjusted SITC Option in lieu of the SITC Options previously held. The following procedure will generally be applied to each SITC Option with the same grant date and exercise price held by each SITC Option holder as of the Distribution Date:

(i) Each Adjusted SITC Option will have an exercise price equal to the product (rounded up to the nearest cent) of (A) the applicable Option Exercise Price multiplied by (B) a fraction, (1) the numerator of which is the Post-Distribution SITC Share Price and (2) the denominator of which is the Pre-Distribution SITC Share Price (such product, the “SITC Exercise Price”).

(ii) The number of SITC Shares subject to the Adjusted SITC Options will be equal to the product (which will be rounded down to the nearest whole share) of (X) the number of shares subject to the SITC Option held by such SITC Option holder immediately prior to the Distribution Date and (Y) a fraction, the numerator which is the Pre-Distribution SITC Share Price and the denominator of which is the Post-Distribution SITC Share Price.

(iii) Such Adjusted SITC Options will be subject to the same vesting requirements and dates and other terms and conditions as the SITC Options to which they relate.

(b) RSUs. With respect to SITC RSUs:

(i) Held by SITC Participants. SITC RSUs held by each SITC Participant will generally be adjusted, effective as of the Distribution Date and immediately prior to the Distribution, pursuant to the adjustments provisions of the SITC Equity Plan, and will be subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to such SITC RSUs immediately prior to the Distribution Date. The number of such Adjusted SITC RSUs for each such SITC Participant will be equal to the product (which will be rounded down to the nearest whole share) of (A) the number of SITC RSUs outstanding immediately prior to the Distribution Date and (B) a fraction, (1) the numerator of which is the Pre-Distribution SITC Share Price and (2) the denominator of which is the Post-Distribution SITC Share Price.

(ii) Held by CURB Participants. SITC RSUs held by each CURB Participant will, effective as of the Distribution Date and immediately prior to the Distribution, generally be adjusted by converting them into an award of Adjusted CURB RSUs. Pursuant to the adjustments provisions of the SITC Equity Plan, the award of Adjusted CURB RSUs will be subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to such SITC RSUs immediately prior to the Distribution Date. The number of such Adjusted CURB RSUs for each such CURB Participant will be equal the product (which will be rounded down to the nearest whole share) of (1) the number of SITC RSUs held by such CURB Participant immediately prior to the Distribution Date and (2) a fraction, (a) the numerator of which is the Pre-Distribution SITC Share Price and (b) the denominator of which is the CURB Per-Share Value.

(i) Determination of Earned Award. SITC PRSU awards outstanding immediately prior to the Distribution that are held by a SITC Participant or by a CURB Participant will be determined to have been earned as of the Distribution Date in an amount equal to the greater of (A) the number of SITC PRSUs that are earned based upon the achievement of the management objectives applicable to such SITC PRSUs measured as of the close of trading on the trading day immediately prior to the Distribution Date, and (B) 150% of the number of SITC PRSUs that would have been earned at target achievement for the performance period applicable to such SITC PRSUs. Such determination will be made by the SITC Compensation Committee in accordance with the applicable SITC Equity Plan. Any portion of a SITC PRSU award that is not earned as of the Distribution Date will be cancelled and forfeited. Such earned portion of the SITC PRSU awards will be adjusted for SITC Participants and CURB Participants as set forth in Sections 5.1(c)(ii) and (iii).

(ii) Earned Awards Held by SITC Participants. The earned portion of any SITC PRSU award held by each SITC Participant will generally be converted, effective as of the Distribution Date and immediately prior to the Distribution, pursuant to the adjustments provisions of the SITC Equity Plan, into a Replacement SITC RSU award, which will be subject to substantially the same terms as the related SITC PRSUs (including vesting based on continued employment with SITC) except that the Replacement SITC RSU award will not be subject to any additional performance objectives and related dividend equivalents credited with respect to such Replacement SITC RSUs after the Distribution Date will be paid in cash on a current basis. The number of such Replacement SITC RSUs for each such SITC Participant will be equal to the product (which will be rounded down to the nearest whole share) of (A) the number of SITC PRSUs earned by such SITC Participant as determined under Section 5.1(c)(i) and (B) a fraction, (1) the numerator of which is the Pre-Distribution SITC Share Price and (2) the denominator of which is the Post-Distribution SITC Share Price.

(iii) Earned Awards Held by CURB Participants. The earned portion of any SITC PRSU award held by each CURB Participant will generally be converted, effective as of the Distribution Date and immediately prior to the Distribution, pursuant to the adjustments provisions of the SITC Equity Plan, into a Replacement CURB RSU award, which will be subject to substantially the same terms as the related SITC PRSUs (including vesting based on continued employment with SITC), except that the Replacement CURB RSU award will not be subject to any additional performance objectives and related dividend equivalents credited with respect to such Replacement CURB RSUs after the Distribution Date will be paid in cash on a current basis. The number of such Replacement CURB RSUs for each such CURB Participant will be equal the product (which will be rounded down to the nearest whole share) of (A) the number of SITC PRSUs earned by such CURB Participant as determined under Section 5.1(c)(i) and (B) a fraction, (1) the numerator of which is the Pre-Distribution SITC Share Price and (2) the denominator of which is the CURB Per-Share Value.

(d) Subsequent Transferees. Nothing in this Agreement will require further adjustment or modification of the Adjusted SITC Options, Adjusted SITC RSUs or Replacement SITC RSUs held by SITC Participants who later become Subsequent Transferees in connection with such Subsequent Transferee’s Subsequent Transfer Date, provided that a Subsequent Transferee’s employment with the CURB Group will count as continued employment with the SITC Group for purposes of the service based vesting requirements of the Adjusted SITC RSUs and Replacement RSUs and for purposes of the exercise period for the Adjusted SITC Options.

5.2 Change in Control. If an Adjusted SITC Compensation Award or CURB Compensation Award is subject to accelerated vesting in connection with a change in control, a change in control will be deemed to have occurred (i) with respect to an Adjusted SITC Compensation Award, only upon a change in control of SITC (as defined in the applicable equity incentive plan or award agreement) or (ii) with respect to a CURB Compensation Award, only upon a change in control of CURB (as defined in the applicable equity incentive plan or award agreement). For purposes of Code Section 409A, with respect to the CURB Compensation Awards, if a change in control of SITC occurs prior to a change in control of CURB, the CURB Compensation Awards will not vest by reason of such SITC change in control because the continuation of the CURB Compensation Awards following such SITC change in control will be considered a “replacement award” under the terms of the CURB Compensation Awards. This Section 5.2 will apply to the extent that it does not cause adverse tax consequences under Code Section 409A.

5.3 Establishment of CURB Equity Plan. Prior to the Distribution Date, CURB will, or will cause another member of the CURB Group to, establish equity compensation plans, so that upon the Distribution, CURB or another member of the CURB Group will have in effect an equity compensation plan that allows grants of equity compensation awards subject to substantially the same terms as those that apply to the corresponding SITC Compensation Awards. From and after the Distribution Date, each CURB Compensation Award will be subject to the terms of the applicable CURB equity compensation plan, the award agreement governing such CURB Compensation Award and any employment agreement to which the applicable holder is a party. From and after the Distribution Date, CURB will retain, pay, perform, fulfill and discharge all Liabilities relating to, arising out of or resulting from the CURB Compensation Awards. SITC will retain, pay, perform, fulfill and discharge all Liabilities relating to, arising out of or resulting from the Adjusted SITC Compensation Awards.

5.4 Section 409A. In all events, the adjustments provided for in this Section 5 will be made in a manner that, as determined by SITC, avoids adverse tax consequences to holders under Code Section 409A.

ARTICLE VI

NONQUALIFIEDPLANS

6.1 Establishment of CURB NQDC Plan. Prior to the Effective Time, CURB OP will, or will cause another member of the CURB Group to, establish a nonqualified elective deferred compensation plan and a related rabbi trust (such plan and trust, the “CURB NQDC Plan”). The CURB NQDC Plan will have terms and features that are substantially similar to the SITE Centers Corp. Elective Deferred Compensation Plan (the “SITC Elective Cash Plan”), such that (for the avoidance of doubt), the SITC Elective Cash Plan is substantially replicated by the CURB NQDC Plan. CURB or a member of the CURB Group will be solely responsible for taking all necessary, reasonable, and appropriate actions to establish, maintain, and administer

the CURB NQDC Plan so that it does not result in adverse tax consequences under Code Section 409A. Effective on a date designated by SITC which is prior to the Effective Time (the “NQDC Transfer Date”), the CURB NQDC Plan will assume all Liabilities relating to, arising out of or resulting from benefits earned or accrued (whether or not vested) by CURB Group Employees under the SITC Elective Cash Plan as of the NQDC Transfer Date (the “Assumed NQDC Plan Liabilities”). Within 30 days following the NQDC Transfer Date, SITC will cause the rabbi trust established for the SITE Elective Cash Plan to transfer a cash amount to the rabbi trust established for the CURB NQDC Plan equal to the product of (a) total amount held by the rabbi trust for the SITC Elective Cash Plan as of the NQDC Transfer Date, multiplied by (b) a fraction, the numerator of which is the amount of the Assumed NQDC Plan Liabilities, and the denominator of which is the total amount of the Liabilities for all benefits earned or accrued (whether or not vested) under the SITC Elective Cash Plan as of immediately prior to the NQDC Transfer Date. On or prior to the NQDC Transfer Date, on a date designated by SITC, the CURB Group Employees who are participants in the SITC Elective Cash Plan will cease to be participants in the SITC Elective Cash Plan and will become participants in the CURB NQDC Plan. From and after the NQDC Transfer Date, CURB and the CURB Group will be solely and exclusively responsible for all Liabilities with respect to, or in any way related to, the CURB NQDC Plan, whether accrued before, on or after the Effective Date.

6.2 SITC Nonqualified Plans. From and after the Effective Time, SITC and the SITC Group will be solely and exclusively responsible for all Liabilities relating to, arising out of or resulting from the nonqualified deferred compensation plans sponsored or maintained by a member of the SITC Group (including, but not limited to, the SITC Elective Cash Plan and the SITE Centers Corp. 2005 Directors’ Deferred Compensation Plan) to the extent such Liabilities are not specifically assumed by a CURB Group member or the CURB NQDC Plan pursuant to Section 6.1.

6.3 No Distributions on Separation. The Parties acknowledge that neither the Distribution nor any of the other transactions contemplated by this Agreement, the Separation Agreement or the other Ancillary Agreements will trigger a payment or distribution of compensation under the SITC Elective Cash Plan or any other nonqualified deferred compensation plans sponsored by SITC or members of the SITC Group or the CURB NQDC Plan for any Employee of the SITC Group or CURB Group or Former Employee and, consequently, that the payment or distribution of any compensation to which any Employee of the SITC Group or CURB Group or Former Employee is entitled under any such plan will occur upon such individual’s separation from service (within the meaning of Section 409A of the Code) from the SITC Group or the CURB Group, as applicable, or at such other time as specified in the applicable plan.

6.4 Section 409A. The Parties will cooperate in good faith so that the Distribution will not result in adverse tax consequences under Code Section 409A with respect to any Employee or Former Employee or their respective plan payees, in respect of his or her benefits under the applicable plan.

ARTICLE VII

ADDITIONAL COMPENSATION MATTERS; SEVERANCE

7.1 Annual Bonuses.

(a) 2024 Bonuses for CURB Group Employees. Eligible CURB Group Employees will continue to participate in SITC’s annual bonus plans and policies (the “SITC Annual Incentive Program”), subject to its terms and conditions, up to the date immediately prior to the Distribution Date. On the Distribution Date, such CURB Group Employees shall cease participating in the SITC Annual Incentive Program. For each such CURB Group Employee, SITC will, prior to the Distribution Date, calculate the bonus earned under the SITC Annual Incentive Program for the 2024 performance year based on the achievement of the applicable performance objectives measured as of a date prior to the Distribution Date and prorated based on the number of months in the performance year that occurred prior to the Distribution Date. SITC will remain responsible for and will pay any awards earned by the CURB Group Employees under the SITC Annual Incentive Program up to the Distribution Date on a date prior to the Distribution Date. CURB OP will be responsible for establishing an annual bonus program for the CURB Group Employees for the period beginning on the Distribution Date and ending on December 31, 2024.

(b) Bonuses for SITC Group Employees. Subject to Section 7.1(c), eligible Employees of the SITC Group will continue to participate in the SITC Annual Incentive Program through and after the Distribution Date in accordance with the terms and conditions of the SITC Annual Incentive Program. SITC will be responsible for and will pay any awards earned by eligible Employees of the SITC Group according to the terms of the SITC Annual Incentive Program.

(c) Bonuses for Subsequent Transferees. All Subsequent Transferees will continue to participate in the SITC Annual Incentive Program, subject to its terms and conditions, up to the applicable Subsequent Transfer Date. On such Subsequent Transfer Date, such Subsequent Transferee shall cease participating in the SITC Annual Incentive Program. For each Subsequent Transferee who was eligible to participate in the SITC Annual Incentive Program immediately prior to the Subsequent Transfer Date, the bonus earned under the SITC Annual Incentive Program for the performance year in which the Subsequent Transfer Date occurs will be equal to the bonus earned for the immediately preceding completed performance year, prorated based on the number of days of service with SITC in the performance year in which the Subsequent Transfer Date occurs. SITC will remain responsible for and will pay any awards earned by such Subsequent Transferees under the SITC Annual Incentive Program through the Subsequent Transfer Date prior to the Subsequent Transfer Date.

7.2 Commissions. SITC will remain solely responsible for all Liabilities relating to, arising out of or resulting from the SITE Centers Leasing Commission Program for regional Vice Presidents and leasing staff members (the “SITC Commission Program”) for Employee commissions on all leases signed prior to the Effective Time and, in the case of a Subsequent Transferee, leases signed by members of the SITC Group between the Effective Time and the Subsequent Transfer Date. SITC will continue to be responsible for and will pay such commissions to eligible Employees in accordance with the terms of the SITC Commission

Program, except that: (a) in the case of a CURB Group Employee, continued employment with the SITC Group on and after the Distribution Date will not be required and such commissions will be fully paid by SITC to such CURB Group Employee prior to the Distribution Date, and (b) in the case of a Subsequent Transferee, continued employment with the SITC Group on and after the Subsequent Transfer Date will not be required and such commissions will be fully paid by SITC to such Subsequent Transferee prior to such Subsequent Transferee’s Subsequent Transfer Date. CURB Group Employees will cease participating in the SITC Commission Program effective as of the Distribution Date, and Subsequent Transferees will cease participating in the SITC Commission Program effective as of their Subsequent Transfer Date. For purposes of clarity, SITC shall have no obligation to provide CURB Group Employees with commissions on any leases signed by the CURB Group after the Effective Time.

7.3 Employment Agreements. At and after the Effective Time, a member of the CURB Group will be solely responsible and liable for all Employment Agreements listed on Schedule 7.3 hereto (each, a “CURB Employment Agreement”), and the SITC Group will have no obligations or Liabilities with respect to any CURB Employment Agreement. The SITC Group will retain and be solely responsible for all obligations and Liabilities with respect to, or in any way related to, any Employment Agreement that is not a CURB Employment Agreement.

ARTICLE VIII

GENERAL AND ADMINISTRATIVE

8.1 Non-Termination of Employment; No Third-Party Beneficiaries. Except as expressly provided for in this Agreement or the Separation Agreement, no provision of this Agreement, the Separation Agreement, or any of the other Ancillary Agreements shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any SITC Group Employee, CURB Group Employee or any Former Employee, or future Employee of SITC or any of its Affiliates or of CURB or any of its Affiliates under any SITC Benefit Plan or CURB Benefit Plan or otherwise, nor shall any such provision be construed as an amendment to any employee benefit plan or other employee compensatory or benefit arrangement. Furthermore, nothing in this Agreement is intended to confer upon any Employee or Former Employee any right to continued employment, any recall or similar rights to an Employee on layoff or any type of approved leave, or to change the employment status of any Employee from “at will.”

8.2 Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of Information and rights to reimbursement made by or relating to CURB Group Employees under SITC Benefit Plans shall be transferred to and be in full force and effect under the corresponding CURB Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant CURB Group Employee or a beneficiary, dependent or alternate payee of such person.

8.3 Not a Change in Control. The Parties acknowledge and agree that the transactions contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement do not constitute a “change in control” for purposes of any SITC Benefit Plan or CURB Benefit Plan.

8.4 Code Section 409A. Notwithstanding anything to the contrary herein, if any of the provisions of this Agreement would result in imposition of taxes and/or penalties under Section 409A of the Code, SITC, CURB and CURB OP shall cooperate in good faith to modify the applicable provision so that such taxes and/or penalties do not apply in order to comply with the provisions of Section 409A of the Code.

ARTICLE IX

MISCELLANEOUS

9.1 No Third-Party Beneficiaries. Except as provided in Article IV of the Separation Agreement with respect to Indemnitees, this Agreement is for the sole benefit of the Parties and members of their respective Group and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any Employee, Former Employee, or any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9.2 Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any Third Party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

9.3 Termination. This Agreement may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by SITC, in its sole and absolute discretion, without the approval or consent of any other Person, including CURB. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability to any other Party by reason of this Agreement.

9.4 GoverningLaw. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

9.5 Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties; provided, however, that no Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement in whole (i.e., the assignment of a Party’s rights and obligations under this Agreement) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Parties.

9.6 No Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver.

9.7 Amendments. This Agreement shall not be amended, supplemented, terminated, modified, discharged or otherwise changed, in whole or in part, except by an instrument in writing signed by the Parties hereto, or their respective successors or permitted assignees.

9.8 Incorporation of Separation Agreement Provisions. The following provisions of Article X of the Separation Agreement are incorporated herein mutatis mutandis: Section 10.5 (Notices), 10.6 (Severability), Section 10.7 (Force Majeure), Section 10.8 (No Set-Off), Section 10.9 (Publicity), Section 10.11 (Headings), 10.12 (Survival of Covenants), and Section 10.14 (Specific Performance).

9.9 Entire Agreement. Except as otherwise expressly provided in this Agreement, this Agreement (including any Schedules hereto) and the applicable provisions of the Separation Agreement together contain the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to such subject matter.

9.10 Indemnification; Dispute Resolution. Article IV of the Separation Agreement governs the Parties’ indemnification rights and obligations and Article VII of the Separation Agreement governs the indemnification obligations and resolution of any dispute between the Parties.

9.11 Counterparts. This Agreement may be executed (including by facsimile, PDF or other electronic transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

[Remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be duly executed as of the day and year first above written.

SITE CENTERS CORP.
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer
CURBLINE PROPERTIES CORP.
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer
CURBLINE PROPERTIES LP
By:	/s/ David R. Lukes
	Name: David R. Lukes
	Title: President and Chief Executive Officer

EX-10.4

Exhibit 10.4

Execution Version

CREDIT AGREEMENT

Dated as of October 1, 2024

by and among

CURBLINE PROPERTIES LP,

as Borrower,

CURBLINE PROPERTIES CORP.,

as Parent,

THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO,

as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION**,**

as Administrative Agent

WELLS FARGO SECURITIES, LLC AND PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers and Joint Bookrunners**,**

U.S. BANK NATIONAL ASSOCIATION, KEYBANK NATIONAL ASSOCIATION,

CAPITAL ONE, NATIONAL ASSOCIATION AND BOFA SECURITIES, INC.,

as Joint Lead Arrangers,

PNC BANK, NATIONAL ASSOCIATION,

as Syndication Agent,

and

U.S. BANK NATIONAL ASSOCIATION, KEYBANK NATIONAL ASSOCIATION,

CAPITAL ONE, NATIONAL ASSOCIATION AND BANK OF AMERICA, N.A.,

as Documentation Agents

TABLE OF CONTENTS


ARTICLE I DEFINITIONS		1
1.1	Defined Terms	1
1.2	Classification of Loans and Borrowings	42
1.3	Terms Generally	42
1.4	Interest Rates	42
1.5	Letter of Credit Amounts	43
1.6	Convertible Debt Accounting Guidance; Changes in GAAP	43
1.7	Divisions	43
ARTICLE II THE CREDIT		44
2.1	Commitments; Reduction or Increase in Commitments; Incremental Commitments	44
2.2	Loans and Borrowings	48
2.3	Requests for Borrowings	49
2.4	Applicable Margins	49
2.5	Final Principal Payment	53
2.6	Facility Fee; Ticking Fee	53
2.7	Other Fees	54
2.8	Principal Payments	54
2.9	Funding of Borrowings	54
2.10	Interest Elections	55
2.11	Changes in Interest Rate, Etc	56
2.12	Rates Applicable After Default	56
2.13	Method of Payment.	57
2.14	Notes; Telephonic Notices	58
2.15	Interest Payment Dates; Interest and Fee Basis	58
2.16	Notification of Borrowings, Interest Rates and Prepayments	58
2.17	Lending Installations	58
2.18	Non-Receipt of Funds by the Administrative Agent	59
2.19	Mitigation Obligations; Replacement of Lenders	59
2.20	Application of Moneys Received	60
2.21	Usury	61
2.22	Defaulting Lenders	61
2.23	Extensions of Termination Date	64
2.24	Initial Benchmark Conforming Changes	65
ARTICLE IIA THE LETTER OF CREDIT<br>SUB-FACILITY		66
2A.1	Obligation to Issue	66
2A.2	Types and Amounts	66
2A.3	Conditions	67
2A.4	Procedure for Issuance of Facility Letters of Credit	67
2A.5	Reimbursement Obligations; Duties of Issuing Lender	69
2A.6	Participation	70
2A.7	Payment of Reimbursement Obligations	71
2A.8	Compensation for Facility Letters of Credit	73

TABLE OF CONTENTS


2A.9	Letter of Credit Collateral Account	74
2A.10	Disbursement Procedures	74
2A.11	Replacement and Resignation of an Issuing Lender	74
2A.12	Facility Letters of Credit Issued for Account of Subsidiaries	75
ARTICLE III CHANGE IN CIRCUMSTANCES		75
3.1	Increased Costs	75
3.2	Capital Adequacy	76
3.3	Alternate Rate of Interest	76
3.4	Funding Indemnification	79
3.5	Taxes	79
3.6	Lender Statements; Survival of Indemnity	84
ARTICLE IV CONDITIONS PRECEDENT		84
4.1	Effectiveness	84
4.2	Each Borrowing	86
ARTICLE V REPRESENTATIONS AND WARRANTIES		87
5.1	Existence	87
5.2	Authorization and Validity	87
5.3	No Conflict; Government Consent	87
5.4	Financial Statements; Material Adverse Change	88
5.5	Taxes	88
5.6	Litigation and Guarantee Obligations	88
5.7	ERISA	88
5.8	Accuracy of Information	89
5.9	Regulation U	89
5.10	Ownership Structure	89
5.11	Compliance With Laws	90
5.12	Ownership of Properties	90
5.13	Investment Company Act	90
5.14	Anti-Corruption Laws and Sanctions	90
5.15	Solvency	91
5.16	Insurance	91
5.17	REIT Status	91
5.18	Environmental Matters	92
5.19	Unencumbered Assets	93
5.20	Affected Financial Institutions	93
5.21	Plan Assets; Prohibited Transactions	93
ARTICLE VI COVENANTS		93
6.1	Financial Reporting	93
6.2	Use of Proceeds	96
6.3	Notice of Default	96
6.4	Conduct of Business	96
6.5	Taxes	96

TABLE OF CONTENTS


6.6	Insurance	96
6.7	Compliance with Laws	97
6.8	Maintenance of Properties	97
6.9	Inspection	97
6.10	Maintenance of Status	98
6.11	Restricted Payments	98
6.12	Merger; Sale of Assets	98
6.13	[Reserved]	99
6.14	[Reserved]	99
6.15	[Reserved]	99
6.16	Affiliates	99
6.17	Financial Undertakings	99
6.18	Indebtedness and Cash Flow Covenants	99
6.19	Environmental Matters	101
6.20	REIT Election	102
ARTICLE VII DEFAULTS		102
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES		104
8.1	Remedies	104
8.2	Amendments	106
8.3	Preservation of Rights	110
ARTICLE IX GENERAL PROVISIONS		110
9.1	Survival of Representations	110
9.2	Governmental Regulation	111
9.3	Inconsistencies	111
9.4	Headings	111
9.5	Entire Agreement	111
9.6	Several Obligations; Benefits of this Agreement	111
9.7	Expenses; Indemnification	111
9.8	Numbers of Documents	113
9.9	Accounting	113
9.10	Severability of Provisions	113
9.11	Nonliability of Lenders	114
9.12	CHOICE OF LAW	114
9.13	CONSENT TO JURISDICTION	115
9.14	WAIVER OF JURY TRIAL	116
9.15	[Reserved]	116
9.16	[Reserved]	116
9.17	Release of Subsidiary Guaranties	116
9.18	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	117
9.19	Acknowledgement Regarding Any Supported QFCs	117

iii

TABLE OF CONTENTS


ARTICLE X THE ADMINISTRATIVE AGENT		118
10.1	Administrative Agent Duties, Etc	118
10.2	Certain ERISA Matters	123
10.3	Erroneous Payments	125
ARTICLE XI SETOFF; RATABLE PAYMENTS		126
11.1	Setoff	126
11.2	Ratable Payments	126
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS		127
12.1	Successors and Assigns	127
12.2	Participations	127
12.3	Assignments	128
12.4	Lender Pledges	132
12.5	Dissemination of Information	132
12.6	Confidentiality	132
12.7	USA Patriot Act	133
12.8	Titled Agents; No Fiduciary Relationship	133
ARTICLE XIII NOTICES		133
13.1	Notices	133
ARTICLE XIV COUNTERPARTS		137
SCHEDULES:
---	---
Schedule 1	Lenders’ Commitments
Schedule 1A	Issuing Lenders’ Letter of Credit Commitments
Schedule 2	Ownership of Properties
Schedule 5.10	Ownership Structure
Schedule FGL	Financeable Ground Leases
EXHIBITS:
Exhibit A-1	Form of Revolving Note
Exhibit A-2	Form of Term Loan Note
Exhibit B	Form of Borrowing Request
Exhibit C	Form of Conversion/Continuation Notice
Exhibit D	Form of Compliance Certificate
Exhibit E	Form of Assignment and Assumption
Exhibit F	Form of Disbursement Instruction Agreement
Exhibit G-1	Form of U.S. Tax Compliance Certificate
Exhibit G-2	Form of U.S. Tax Compliance Certificate
Exhibit G-3	Form of U.S. Tax Compliance Certificate
Exhibit G-4	Form of U.S. Tax Compliance Certificate

CREDIT AGREEMENT

This Credit Agreement, dated as of October 1, 2024, is among Curbline Properties LP, a limited partnership organized under the laws of the State of Delaware (the “Borrower”), Curbline Properties Corp., a corporation organized under the laws of the State of Maryland (“Parent”), Wells Fargo Bank, National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the “Lenders”), and Wells Fargo Bank, National Association, not individually, but as “Administrative Agent”.

RECITALS

A. The Borrower and its Subsidiaries are primarily engaged in the business of purchasing, developing, owning, operating, leasing and managing retail, office, residential and industrial properties.

B. As of the date hereof, Parent is listed on the New York Stock Exchange and intends to qualify as a real estate investment trust under Section 856 of the Code.

C. The Borrower has requested that the Lenders make available to the Borrower senior unsecured credit facilities consisting of (i) a $400,000,000 revolving credit facility with a letter of credit sub-facility of up to $35,000,000 and (ii) a $100,000,000 delayed draw term loan facility, and the Administrative Agent and the Lenders have agreed to do so on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms. As used in this Agreement:

“Acquisition Asset” means an asset which has not been owned for at least a period of twelve (12) months.

“Adjusted Daily Simple SOFR” means, for any day (a “Simple SOFR Rate Day”), a rate per annum equal to the greater of (a) the sum of (i) SOFR for the day (such day, a “SOFR Determination Day”) that is five (5) U.S. Government Securities Business Days prior to (A) if such Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Simple SOFR Rate Day or (B) if such Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided that if by 5:00 p.m. on the second (2^nd^) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Adjusted Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided further that SOFR as determined pursuant to this proviso shall be utilized for purposes of calculation of Adjusted Daily Simple SOFR for no more than three (3) consecutive Simple SOFR Rate Days and (ii) the SOFR Adjustment and (b) the Floor. Any change in Adjusted Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

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

“Administrative Agent” or “Agent” means Wells Fargo Bank, National Association, in its capacity as agent for the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X.

“Administrative Office” means the Administrative Agent’s office designated in Section 13.1(a)(ii) as the Administrative Office or such other office as may be designated by the Administrative Agent by written notice to the Borrower and the Lenders.

“Administrative Questionnaire” means an administrative questionnaire in a form approved by the Administrative Agent.

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

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns ten percent (10%) or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of Capital Stock, by contract or otherwise.

“Aggregate Revolving Commitment” means, as of any date, the total of all Revolving Commitments, which as of the Closing Date is $400,000,000.

“Agreement” means this Credit Agreement, as it may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time.

“Ancillary Document” is defined in Article XIV.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Parent, Borrower or any of their respective Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.

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

“Applicable Margin” means the applicable margin set forth in the applicable table in Section 2.4 used in calculating the interest rate applicable to the various Types of Borrowings, which shall vary from time to time in accordance with such Section.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments of a Class represented by such Lender’s Commitment of such Class. If the Commitments of the applicable Class have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments of such Class most recently in effect, giving effect to any Assignment and Assumption executed and consented to in accordance with Section 12.3.

“Approved Electronic Platform” is defined in Section 13.1(d)(i).

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and 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.

“Article” means an article of this Agreement unless another document is specifically referenced.

“Assets Under Development” means, as of any date of determination, all Projects, expansion areas of existing Projects and redevelopments owned by the Consolidated Group and the Investment Affiliates which are then treated as assets under development under GAAP, plus, at the Borrower’s option, assets that (A) previously had been Assets Under Development and (B) have been placed in service for less than twelve months, to be valued for purposes of this Agreement, for each Asset Under Development as determined individually, for up to twelve months from the time such asset is no longer treated as an asset under development under GAAP, at one hundred percent (100%) of then-current Book Value (x) for each Asset Under Development owned by members of the Consolidated Group and (y) multiplied by the applicable Consolidated Group Pro Rata Share for an Asset Under Development owned by an Investment Affiliate (the “Assets Under Development Book Value”); provided that, upon Parent obtaining an Investment Grade Rating, the value for each Asset Under Development may be determined at either (i) Assets Under Development Book Value or (ii) one hundred percent (100%) of the value of such Asset Under Development determined by dividing (x) twelve months of income from signed leases by (y) the Capitalization Rate (I) for each Asset Under Development owned by members of the Consolidated Group and (II) multiplied by the applicable Consolidated Group Pro Rata Share for an Asset Under Development owned by an Investment Affiliate. For purposes of the foregoing, income from signed leases shall be equal to seventy percent (70%) of the revenues payable by the tenant. Once an election of (ii) above is chosen, the asset will continue to be valued under that method until the asset is no longer an Asset Under Development.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 12.3), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

“Authorized Officer” means any of the Chief Executive Officer, President, Chief Operating Officer, Executive Vice President, Senior Vice President, Chief Financial Officer, any Vice President, General Counsel or Secretary of the Borrower or Parent, or any other officer designated in writing by one of the foregoing, acting singly.

“Available Tenor” means, as of any date of determination and with respect to any then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.3(b)(iv).

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

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means 11 U.S.C. §§ 101 et seq.

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

“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, as applicable (provided that clause (c) shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Base Rate be less than 1.00%.

“Base Rate Borrowing” means a Borrowing which bears interest at the Base Rate.

“Base Rate Loan” means any Loan bearing interest at a rate based on the Base Rate.

“Benchmark” means, initially, Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable; provided that if a Benchmark Transition Event has occurred with respect to Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, or the applicable then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.3(b).

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

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

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

(a)	in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of<br>(i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely<br>ceases to provide all Available Tenors (if applicable) of such Benchmark (or such component thereof); or
(b)	in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on<br>which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be<br>non-representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such<br>clause (c) and even if any Available Tenor (if applicable) of such Benchmark (or such component thereof) continues to be provided on such date.
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(a)

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

(b)

in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor (if applicable) of such Benchmark (or such component thereof) continues to be provided on such date.

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

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

(a)	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the<br>published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors (if applicable) of such Benchmark (or such component thereof), permanently or indefinitely;<br>provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor (if applicable) of such Benchmark (or such component thereof);
(b)	a public statement or publication of information by the regulatory supervisor for the administrator of such<br>Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with<br>jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of<br>such Benchmark (or such component) has ceased or will cease to provide all Available Tenors (if applicable)of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication,<br>there is no successor administrator that will continue to provide any Available Tenor (if applicable) of such Benchmark (or such component thereof); or
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(c)	a public statement or publication of information by the regulatory supervisor for the administrator of such<br>Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors (if applicable) of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.<br>
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For the avoidance of doubt, if the applicable then-current Benchmark has any Available Tenors, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

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

“Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.3(b) and (y) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.3(b).

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

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

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

“BHC Act Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Book Value” means, with respect to any asset, the book value of such asset determined in accordance with GAAP, without giving effect to depreciation but after taking into account any impairments.

“Borrower” has the meaning set forth in the preamble paragraph of this Agreement.

“Borrower Materials” is defined in Section 6.1.

“Borrowing” means Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Term SOFR Loans, as to which a single Interest Period is in effect.

“Borrowing Date” means a date on which a Borrowing is made hereunder.

“Borrowing Request” is a request by the Borrower for a Borrowing substantially in the form of Exhibit B hereto and submitted in accordance with Section 2.3.

“Business Day” means any day that (a) is not a Saturday, Sunday or other day on which the NYFRB is closed and (b) is not a day on which commercial banks in Charlotte, North Carolina **** are closed**.**

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, partnership interests in a partnership, limited liability company interests in a limited liability company, any and all equivalent ownership interests in a Person which is not a corporation, partnership or limited liability company, and any and all warrants or options to purchase any of the foregoing.

“Capitalization Rate” means 7.00%.

“Capitalized Lease” of a Person means any lease of Property imposing obligations on such Person, as lessee or lessor thereunder, which are required in accordance with GAAP to be capitalized on a balance sheet of such Person.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person as lessee under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Equivalents” means, as of any date:

(i)	securities issued or directly and fully guaranteed or insured by the United States Government or any agency or<br>instrumentality thereof having maturities of not more than one year from such date;
(ii)	mutual funds organized under the United States Investment Company Act rated AAm or AAm-G by S&P, P-1 by Moody’s and A by Fitch;
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(iii)	certificates of deposit or other interest-bearing obligations of a bank or trust company which is a member in<br>good standing of the Federal Reserve System having a short term unsecured debt rating of not less than A-1 by S&P, not less than P-1 by Moody’s and F-1 by Fitch (or in each case, if no bank or trust company is so rated, the highest comparable rating then given to any bank or trust company, but in such case only for funds invested overnight or over a weekend)<br>provided that such investments shall mature or be redeemable upon the option of the holders thereof on or prior to a date one month from the date of their purchase;
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(iv)	certificates of deposit or other interest-bearing obligations of a bank or trust company which is a member in<br>good standing of the Federal Reserve System having a short term unsecured debt rating of not less than A-1+ by S&P, and not less than P-1 by Moody’s and which<br>has a long term unsecured debt rating of not less than A1 by Moody’s (or in each case, if no bank or trust company is so rated, the highest comparable rating then given to any bank or trust company, but in such case only for funds invested<br>overnight or over a weekend) provided that such investments shall mature or be redeemable upon the option of the holders thereof on or prior to a date three (3) months from the date of their purchase;
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(v)	bonds or other obligations having a short term unsecured debt rating of not less than A-1+ by S&P and P-1+ by Moody’s and having a long term debt rating of not less than A1 by Moody’s issued by or by authority of any state of the United States,<br>any territory or possession of the United States, including the Commonwealth of Puerto Rico and agencies thereof, or any political subdivision of any of the foregoing;
(vi)	repurchase agreements issued by an entity rated not less than A-1+ by<br>S&P, and not less than P-1 by Moody’s which are secured by U.S. Government securities of the type described in clause (i) of this definition maturing on or prior to a date one month from the date<br>the repurchase agreement is entered into;
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(vii)	short term promissory notes rated not less than A-1+ by S&P, and<br>not less than P-1 by Moody’s maturing or to be redeemable upon the option of the holders thereof on or prior to a date one month from the date of their purchase; and
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(viii)	commercial paper (having original maturities of not more than 365 days) rated at least A-1+ by S&P and P-1 by Moody’s and issued by a foreign or domestic issuer who, at the time of the investment, has outstanding long- term unsecured debt obligations<br>rated at least A1 by Moody’s.
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“Change in Law” means the occurrence after the date of this Agreement of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, implementation, interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender or the Issuing Lender (or, for purposes of Section 3.2, by any lending office of such Lender or by such Lender’s or the Issuing Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means the occurrence of any of the following:

(a)	any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)<br>of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5<br>under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time),<br>directly or indirectly, of more than forty percent (40%) of the total voting power of the then issued and outstanding voting Capital Stock of Parent;
(b)	(x) prior to Parent obtaining an Investment Grade Rating, Parent shall cease to own and control, directly or<br>indirectly, at least 80% of the outstanding Capital Stock of the Borrower free and clear of Liens securing Indebtedness for borrowed money, and (y) after Parent has obtained an Investment Grade Rating, Parent shall cease to own and control,<br>directly or indirectly, at least 80% of the outstanding Capital Stock of the Borrower; or
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(c)	Parent or a Wholly Owned Subsidiary of Parent shall cease to be the sole general partner of the Borrower or<br>shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.
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“Class” means when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Initial Term Loans or New Additional Term Loans (if applicable).

“Closing Date” means the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Commitment” means, for each Lender, including for the avoidance of doubt any New Revolving Lender, New Initial Term Loan Lender or New Additional Term Loan Lender, its Revolving Commitment (including any New Revolving Commitment), its Initial Term Loan Commitment (including any New Initial Term Loan Commitment) and its New Additional Term Loan Commitment (if any).

“Communications” is defined in Section 13.1(d)(iii).

“Competitor” means, on any date, any Person that is a competitor of Parent, the Borrower or any of their respective Subsidiaries, which Person has been designated by the Borrower as a “Competitor” by written notice to the Administrative Agent (including by posting such notice to the Approved Electronic Platform) not less than one Business Day prior to such date; provided that “Competitor” shall exclude any Person that Parent or 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 given to that term in Section 12.3(f)(iv).

“Conforming Changes” means, with respect to either the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.4 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“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 Capitalization Value” means, as of any date, an amount equal to the sum of (i) Net Operating Income from Stabilized Projects for the most recent period of four (4) consecutive fiscal quarters for which Parent has reported results divided by the Capitalization Rate, plus (ii) the Consolidated Group Pro Rata Share of Net Operating Income from Stabilized Projects owned by Investment Affiliates for the most recent period of four (4) consecutive fiscal quarters for which Parent has reported results divided by the Capitalization Rate, plus (iii) Acquisition Assets valued at the higher of their acquisition cost or capitalization value, such value to be calculated by dividing (x) the Net Operating Income for such Acquisition Assets for the most recent period of four (4) consecutive fiscal quarters for which Parent has reported results (even if Parent or its Subsidiary or Investment Affiliate did not own such Acquisition Asset for the entire four (4) quarter period) by (y) the Capitalization Rate, provided that once an Acquisition Asset is valued by capitalizing Net Operating Income, that Acquisition Asset can no longer be valued using its acquisition cost.

“Consolidated Cash Flow” means, for any period, an amount equal to (a) Funds From Operations for such period plus (b) Consolidated Interest Expense for such period.

“Consolidated Group” means Parent and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

“Consolidated Group Pro Rata Share” means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by the Consolidated Group in the aggregate, in such Investment Affiliate determined by calculating the percentage of the issued and outstanding Capital Stock in such Investment Affiliate held by the Consolidated Group in the aggregate.

“Consolidated Interest Expense” means, for any period without duplication, the sum of the amount of interest expense, determined in accordance with GAAP, of the Consolidated Group for such period attributable to Consolidated Outstanding Indebtedness during such period, plus the Consolidated Group Pro Rata Share of any interest expense, determined in accordance with GAAP, of any Investment Affiliate, for such period, whether recourse or non-recourse.

“Consolidated Market Value” means, as of any date, an amount equal to the sum of:

(a)	the Consolidated Capitalization Value as of such date, plus
(b)	the value of Unrestricted Cash and Cash Equivalents as of such date, plus
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(c)	the value of Assets Under Development and one hundred percent (100%) of the then-current Book Value of<br>Developable Land, in each case, as of such date (provided that the amount included in Consolidated Market Value pursuant to this clause (c) shall not exceed ten percent (10%) of the Consolidated Market Value), plus
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(d)	one hundred percent (100%) of the then-current value under GAAP of all First Mortgage Receivables, the value of<br>Mezzanine Debt Investments that are not more than ninety (90) days past due determined in accordance with GAAP and the then- current value under GAAP of Public Equity Securities, in each case, as of such date (provided that the amount included<br>in Consolidated Market Value pursuant to this clause (d) shall not exceed five percent (5%) of the Consolidated Market Value), plus
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(e)	cash from like-kind exchanges on deposit with a qualified intermediary as of such date (provided that the<br>amount included in Consolidated Market Value pursuant to this clause (e) shall not exceed ten percent (10%) of the Consolidated Market Value), plus
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(f)	the value of Non-Stabilized Projects as of such date, as determined<br>individually for each Non- Stabilized Project, at the then-current Book Value (a) for each Non-Stabilized Project owned by members of the Consolidated Group and<br>(b) multiplied by the applicable Consolidated Group Pro Rata Share, for each Non-Stabilized Project owned by an Investment Affiliate (provided that the amount included in Consolidated Market Value<br>pursuant to this clause (f) shall not exceed five percent (5%) of the Consolidated Market Value); plus
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(g)	one hundred percent (100%) of the then-current Book Value of Passive<br>Non-Real Estate Investments as of such date (provided that the amount included in Consolidated Market Value pursuant to this clause (g) shall not exceed ten percent (10%) of the Consolidated Market<br>Value);
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provided that (x) the amount included in Consolidated Market Value that is attributable to Properties not located in the United States shall not exceed ten percent (10%) of Consolidated Market Value, (y) the amount included in Consolidated Market Value that is attributable to Investment Affiliates shall not exceed twenty-five percent (25%) of Consolidated Market Value and (z) the aggregate amount included in Consolidated Market Value that is attributable to Developable Land, Passive Non-Real Estate Investments, First Mortgage Receivables, Assets Under Development and Properties not located in the United States shall not exceed fifteen percent (15%) of Consolidated Market Value. If a Project is no longer owned as of the date of determination, then no value shall be included from such Project.

“Consolidated Net Income” means, for any period, consolidated net income (or loss) of the Consolidated Group for such period determined on a consolidated basis in accordance with GAAP; plus that portion of any amount deducted as minority equity interest in calculating such consolidated net income which is attributable to minority interest holders holding operating partnership units in a member of the Consolidated Group which are convertible into Capital Stock in Parent, but provided that there shall be excluded from the calculation of Consolidated Net Income (x) the income (or deficit) of any Person accrued prior to the date it becomes a member of the Consolidated Group and (y) the income (or deficit) of any other Person accrued after the date such Person ceased to be a member of the Consolidated Group.

“Consolidated Outstanding Indebtedness” means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP, plus (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

“Consolidated Outstanding Indebtedness to Consolidated Market Value Ratio” is defined in Section 6.18(i).

“Consolidated Secured Indebtedness” means, as of any date of determination, without duplication, the sum of (a) the aggregate principal amount of that portion of the Consolidated Outstanding Indebtedness which is secured by any Lien on the Property of the Consolidated Group, plus (b) the excess, if any, over $25,000,000, of the sum of (x) the aggregate principal amount of all Unsecured Indebtedness for borrowed money (including Guarantee Obligations for borrowed money) of the Consolidated Group, determined on a consolidated basis in accordance with GAAP, excluding any Indebtedness of the Borrower or a Subsidiary Guarantor and (y) a percentage of the aggregate principal amount of all Indebtedness of each Investment Affiliate that is secured by any Lien on the Property of that Investment Affiliate equal to the greater of (i) the percentage of such Indebtedness for which any member of the Consolidated Group is liable and (ii) the Consolidated Group Pro Rata Share of such Investment Affiliate.

“Consolidated Secured Recourse Indebtedness” means all Consolidated Secured Indebtedness which is Recourse Indebtedness (including Guaranties of Consolidated Secured Indebtedness).

“Consolidated Unsecured Indebtedness” means, as of any date of determination, the aggregate principal amount of all Unsecured Indebtedness of the Consolidated Group outstanding at such date, including without limitation all the outstanding Indebtedness under this Agreement as of such date, determined on a consolidated basis in accordance with GAAP.

“Consolidated Unsecured Interest Expense” means, for any period, the Consolidated Interest Expense for such period attributable to Consolidated Unsecured Indebtedness.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with Parent, the Borrower or any of their respective Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Conversion/Continuation Notice” is defined in Section 2.10.

“Convertible Debt Accounting Guidance” means any rule, regulation, pronouncement or other guidance under GAAP in the United States, including Accounting Standards Codification 470-20 or 2015-03, which specifically relates to the accounting for convertible debt instruments that may be settled in cash upon conversion, and requires that the accounting treatment of such instruments be modified to (i) bifurcate the instrument into an indebtedness and an equity component, (ii) value each component of the instrument separately, and (iii) recognize interest expense on the indebtedness component at a rate similar to a liability instrument that does not have an equity component (which effectively represents a non-cash adjustment to interest expense in excess of the stated interest rate on the instrument).

“Convertible Notes” has the meaning assigned to it in Section 6.17.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to it in Section 9.19.

“Credit Party” means the Administrative Agent, each Issuing Lender or any other Lender.

“Credit Rating” means the rating assigned by S&P, Moody’s or Fitch to the senior unsecured long term Indebtedness of a Person.

“Daily Simple SOFR Borrowing” means, as to any Borrowing, the Daily Simple SOFR Loans comprising such Borrowing.

“Daily Simple SOFR Loan” means any Loan bearing interest at a rate based on Adjusted Daily Simple SOFR.

“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.

“Debtor Relief Plan” means a plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws.

“Default” means an event described in Article VII.

“Default Rate” means the interest rate which may apply during the continuance of a Default pursuant to Section 2.12.

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

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Facility Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) or clause (ii) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied or, in the case of clause (iii) above, such Lender notifies the Administrative Agent in writing that such failure is the result of a good faith dispute as to the amount of indemnification claimed by the Administrative Agent under Section 10.8 hereof, (b) has notified Parent, the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Administrative Agent, acting at the request of a Lender in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to fund prospective Loans and participations in then outstanding Facility Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s receipt of such certification in form and substance satisfactory to the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“Developable Land” means land which is appropriately zoned, has access to all necessary utilities and has access to publicly dedicated streets.

“Disbursement Instruction Agreement” means an agreement substantially in the form of Exhibit F to be executed and delivered by the Borrower, as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

“Documentation Agents” means U.S. Bank National Association, KeyBank National Association, Capital One, National Association and Bank of America, N.A., each in its capacity as documentation agent for the Lenders, and not in its individual capacity as a Lender.

“Dollars” or “$” refers to lawful money of the United States of America.

“EEA Financial Institution” means (a) any institution 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.

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

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural Person) approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include any Ineligible Institution.

“Employee Matters Agreement” means that certain Employee Matters Agreement, dated as of the date hereof, among SITE, Parent and the Borrower.

“Environmental Laws” means any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other requirements of law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect, in each case to the extent the foregoing are applicable to Parent, the Borrower or any of their respective Subsidiaries or any of their respective assets or Projects.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Parent, the Borrower 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 liability is assumed or imposed with respect to any of the foregoing.

“Equity Value” means, with respect to a Subsidiary owned by Parent or one of its other Subsidiaries and in operation for a period of four (4) or more consecutive full fiscal quarters, an amount equal to (A) the sum of net income (or loss) for the most recent four (4) consecutive fiscal quarters without giving effect to depreciation and amortization, gains or losses from extraordinary items, gains or losses on sales of real estate, and gains or losses on investments in marketable securities for such period, plus the amount of interest expense for such period on the aggregate principal amount of the Indebtedness of such Subsidiary, divided by (B) the Capitalization Rate, and then minus (C) Indebtedness of the Subsidiary as of the date of determination. For any Subsidiary not owned and in operation for four (4) fiscal quarters, until it or its Properties have been owned and operated by Parent or one of its other Subsidiaries for four (4) or more consecutive full fiscal quarters, “Equity Value” shall mean Parent’s estimated annual Net Operating Income for the Projects owned by such Subsidiary based on leases in existence at the date such Subsidiary is formed or purchased divided by the Capitalization Rate, and then minus the Indebtedness of such Subsidiary as of the date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

“ERISA Event” shall mean (i) the occurrence of a Reportable Event; (ii) any failure to make a required contribution to any Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance on any assets of a Loan Party; (iii) there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title 1 of ERISA), whether or not waived, with respect to a Plan or a Multiemployer Plan; (iv) any filing of any request for or receipt of a minimum funding waiver under Section 412 of the Code or Section 302 of ERISA with respect to any Plan; (v) any determination that any Plan is in “at-risk” status (within the meaning of Section 303(i)4) of ERISA); (vi) any institution of proceedings, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC, under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (vii) any assessment against Parent, the Borrower, or any member of the Controlled Group of any withdrawal liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (viii) a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA; (ix) engaging in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to any Plan or Multiemployer Plan; (x) any filing of a notice of intent to terminate any Plan or Multiemployer Plan if such termination would require additional material contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, or (xi) any filing under Section 4041(c) of ERISA of a notice of intent to terminate any Plan, or the termination of any Plan under Section 4041(c) of ERISA.

“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.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Facility Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Facility Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.5, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Facility Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.5(f) and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“Extended Commitment” means any Class of Commitments the maturity of which shall have been extended pursuant to Section 8.2(f).

“Extended Revolving Loans” means any Revolving Loans made pursuant to the Extended Commitments.

“Extended Term Loans” means any Class of Term Loans the maturity of which shall have been extended pursuant to Section 8.2(f).

“Extension” has the meaning given that term in Section 8.2(f)(i).

“Extension Amendment” means an amendment to this Agreement (which may, at the option of the Administrative Agent and the Borrower, be in the form of an amendment and restatement of this Agreement) among Parent, the Borrower, the applicable extending Lenders, the Administrative Agent and, to the extent required by Section 8.2(f) the Issuing Lenders implementing an Extension in accordance with Section 8.2(f), and acknowledged or reaffirmed by each Subsidiary Guarantor.

“Extension Offer” has the meaning given that term in Section 8.2(f)(i).

“Facility Fee” is defined in Section 2.6(a).

“Facility Fee Rate” is, as of any date, the percentage established in accordance with the terms of Section 2.4.

“Facility Letter of Credit” means a standby Letter of Credit issued under the Revolving Facility.

“Facility Letter of Credit Fee” is defined in Section 2A.8.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreements with respect to the implementation of the foregoing, and any official interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the NYFRB on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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

“Fee Letters” means, collectively, (a) that certain fee letter dated July 31, 2024, by and among Parent, the Borrower, Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, (b) that certain fee letter dated July 31, 2024, by and among Parent, the Borrower, PNC Capital Markets LLC and PNC Bank, National Association and (c) any other fee letter between the Borrower and any of the Administrative Agent or a Joint Lead Arranger executed and delivered in connection herewith.

“Financeable Ground Lease” means each ground lease existing on the date of this Agreement and listed on Schedule FGL and each ground lease entered into or acquired after the date hereof that would constitute a financeable ground lease to a prudent institutional lender in the business of making commercial real estate loans and, accordingly, provide customary protections for a potential leasehold mortgagee including a remaining term (inclusive of any extension options that may be exercised unilaterally by the tenant but exclusive of any other unexercised extension options) of twenty-five (25) years or more.

“Financial Contract” of a Person means (i) any exchange-traded or over-the-counter futures, forward, swap or option contract or other financial instrument with similar characteristics, or (ii) any Rate Management Transaction.

“Financial Undertaking” of a Person means (i) any transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheet of such Person, or (ii) any agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to, interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options.

“First Mortgage Receivable” means any Indebtedness owing to a member of the Consolidated Group which is secured by a first-priority mortgage or deed of trust on commercial real estate having a value in excess of (x) the purchase price of such Indebtedness with respect to any such Indebtedness that was originated by a third party and acquired by such member of the Consolidated Group, or (y) the amount of such Indebtedness with respect to any such Indebtedness that was originated by such member of the Consolidated Group, and in each case, which has been designated by the Borrower as a “First Mortgage Receivable” in its most recent compliance certificate; provided, however, that (i) any such Indebtedness owed by an Investment Affiliate shall be reduced by the Consolidated Group Pro Rata Share of such Indebtedness, and (ii) any such Indebtedness owed by a member of the Consolidated Group shall be reduced by the Consolidated Group’s pro rata share of such Indebtedness.

“Fitch” means Fitch Investor Services, Inc. and its successors.

“Fixed Charges” shall mean, for any period, the sum of (i) Consolidated Interest Expense (but excluding in all cases any make-whole premium, prepayment premium or penalty or other similar amount paid in connection with the prepayment, retirement or defeasance of Indebtedness) paid in cash, (ii) all scheduled principal payments due on account of Consolidated Outstanding Indebtedness (excluding balloon payments), (iii) all dividends payable in cash on account of preferred stock of Parent or preferred operating partnership units of the Borrower or any other Person in the Consolidated Group to a Person other than Parent or any other Person in the Consolidated Group, (iv) all ground lease payments made in cash to the extent not deducted as an expense in calculating Consolidated Cash Flow, (v) Reserve for Replacements and (vi) the applicable Consolidated Group Pro Rata Share of any Fixed Charges described in clauses (i) through (v) above of each Investment Affiliate.

“Floor” means a rate of interest equal to zero percent (0.0%).

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

“Funds From Operations” means, for any period, the sum of (i) Consolidated Net Income for such period, excluding (A) gains (losses) on sales of property, (B) extraordinary or non- recurring expenses, income, losses or gains (including, for the avoidance of doubt, gains or losses on debt retirements), and (C) non-cash income and non-cash charges (including, without limitation, depreciation and amortization, and equity gains (losses) from each Investment Affiliate included therein, but excluding any amortization of deferred finance costs), plus (ii) the applicable Consolidated Group Pro Rata Share of funds from operations of each Investment Affiliate that is due to the Consolidated Group for such period, all determined on a consistent basis. With regard to the foregoing sentence, for each consolidated Subsidiary of Parent in which Parent does not directly or indirectly hold a one hundred percent (100%) ownership interest, each of clauses (A), (B) and (C) shall exclude the pro rata share of such item attributable to minority interest holders that do not hold operating partnership units convertible into Capital Stock in Parent.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 6.1, subject to Section 1.6.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee Obligation” means, as to any Person (the “guaranteeing person”), any obligation (determined without duplication) of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any Letter of Credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counter-indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation), provided, that in the absence of any such stated amount or stated liability, the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantor” means Parent and any other Person which has delivered a Guaranty.

“Guaranty” means a guarantee of all Obligations delivered by (a) Parent and/or (b) a Subsidiary if necessary pursuant to the definition of Unencumbered Assets or Consolidated Secured Indebtedness.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Historical Financial Statements” is defined in Section 4.1(viii).

“Incremental Commitments” is defined in Section 2.1(c).

“Indebtedness” of any Person at any date means without duplication, (a) all indebtedness of such Person for borrowed money including without limitation any repurchase obligation or liability of such Person with respect to securities, accounts or notes receivable sold by such Person, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), to the extent such obligations constitute indebtedness for the purposes of GAAP, (c) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument or constituting purchase money indebtedness, (d) all Capitalized Lease Obligations, (e) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (f) all accrued and unpaid reimbursement obligations of such Person for letters of credit and other contingent liabilities, (g) any Net Mark-to-Market Exposure, (h) all liabilities secured by any Lien (other than Liens for taxes not yet due and payable) on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof and (i) all Guarantee Obligations of such Person (excluding in any calculation of consolidated Indebtedness of the Consolidated Group, Guarantee Obligations of one member of the Consolidated Group in respect of primary obligations of any other member of the Consolidated Group) with respect to any other item of Indebtedness pursuant to this definition.

“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 the Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in (a) hereof, Other Taxes.

“Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its parent company, (c) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof, (d) Parent, the Borrower or any of their respective Subsidiaries or Affiliates or (e) any Competitor.

“Initial Term Loan” means a Loan made by a Term Loan Lender pursuant to Section 2.1(a)(ii) (and including, for the avoidance of doubt, any Initial Term Loans made pursuant to a New Initial Term Loan Commitment established pursuant to Section 2.1(c)).

“Initial Term Loan Commitment” means with respect to each Term Loan Lender the commitment of such Term Loan Lender to make an Initial Term Loan hereunder, as such commitment may be changed from time to time pursuant to this Agreement, including pursuant to Section 2.1(b) (and including, for the avoidance of doubt, any New Initial Term Loan Commitment established pursuant to Section 2.1(c)). The amount of each Term Loan Lender’s Initial Term Loan Commitment is set forth on Schedule 1 opposite such Term Loan Lender’s name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 12.3(b)(iii), pursuant to which such Term Loan Lender shall have assumed its Initial Term Loan Commitment, as applicable, which may be modified or supplemented by any Assignment and Assumption executed and consented to in accordance with Section 12.3, pursuant to which such Term Loan Lender shall have assigned or assumed its Initial Term Loan Commitment, as applicable. The aggregate amount of the Initial Term Loan Commitments is $100,000,000 as of the Closing Date.

“Initial Term Loan Facility” means the Initial Term Loan Commitments and the extensions of credit made thereunder.

“Initial Term Loan Maturity Date” means October 1, 2027, subject to extension in accordance with Section 2.23(b).

“Interest Election Request” is defined in Section 2.10(b).

“Interest Payment Date” means with respect to any Loan, the first (1st) Business Day of each calendar month for the preceding calendar month, at maturity, whether by acceleration or otherwise, and upon any termination of the Aggregate Revolving Commitment in its entirety under Section 2.1 hereof.

“Interest Period” means, as to any Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one (1), three (3) or six (6) months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation and subject to availability; provided that:

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

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

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

(d) no Interest Period shall extend beyond the Revolving Facility Termination Date with respect to Term SOFR Loans under the Revolving Facility or the Initial Term Loan Maturity Date with respect to Term SOFR Loans under the Initial Term Loan Facility; and

(e) no tenor that has been removed from this definition pursuant to this Agreement shall be available for specification in any Notice of Borrowing or Notice of Conversion/Continuation.

“Investment” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade), deposit account or contribution of capital by such Person to any other Person or any investment in, or purchase or other acquisition of, the Capital Stock, notes, debentures or other securities of any other Person made by such Person. For the avoidance of doubt, an Investment shall not include any security of any Person that is convertible into, exchangeable for or exercisable into or an option to purchase the Capital Stock of Parent.

“Investment Affiliate” means any Person in which the Consolidated Group, directly or indirectly, has an ownership interest, whose financial results are not consolidated under GAAP with the financial results of the Consolidated Group.

“Investment Grade Rating” means any of the following: (a) a Credit Rating of BBB- (or the equivalent) or higher from S&P, (b) a Credit Rating of BBB- (or the equivalent) or higher from Fitch and/or (c) a Credit Rating of Baa3 (or equivalent) or higher from Moody’s.

“Issuance Date” is defined in Section 2A.4.

“Issuance Notice” is defined in Section 2A.4.

“Issuing Lender” means, with respect to each Facility Letter of Credit, the Lender which issues such Facility Letter of Credit and its successors in such capacity. As of the Closing Date, the permitted Issuing Lenders are Wells Fargo Bank, National Association and PNC Bank National Association. Any Issuing Lender may, in its discretion, arrange for a Facility Letter of Credit to be issued by its Affiliates or branch offices (provided that either (a) such designation does not result in any increased cost or liability to the Borrower in any underlying transaction supported by such Letter of Credit as opposed to the cost or liability to the Borrower of a Letter of Credit issued by such Issuing Lender or (b) the Borrower gives its prior written consent to such designation, such consent not to be unreasonably withheld or delayed), in which case the term “Issuing Lender” shall include such Affiliate or branch office. Each reference herein to the Issuing Lender shall mean all of the Issuing Lenders, each Issuing Lender, any Issuing Lender or the applicable Issuing Lender, as the context may require.

“Joint Bookrunners” means Wells Fargo Securities, LLC and PNC Capital Markets LLC.

“Joint Lead Arrangers” means Wells Fargo Securities, LLC, PNC Capital Markets LLC, U.S. Bank National Association, KeyBank National Association, Capital One, National Association and BofA Securities, Inc.

“LC Disbursement” means a payment made by the applicable Issuing Lender pursuant to a Facility Letter of Credit.

“LC Exposure” means at any time, the sum of (a) the aggregate undrawn amount of all outstanding Facility Letters of Credit, plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Percentage of the total LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Facility Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Facility Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Facility Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender shall remain in full force and effect until the Issuing Lender and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Facility Letter of Credit.

“Lender-Related Person” is defined in Section 9.7(d).

“Lenders” means the lending institutions listed on the signature pages of this Agreement, their respective successors and assigns, any other lending institutions that subsequently become parties to this Agreement (including for the avoidance of doubt any New Initial Term Loan Lender, any New Additional Term Loan Lender and any New Revolving Lender). Unless the context otherwise requires, the term “Lenders” includes the Issuing Lenders.

“Lending Installation” means, with respect to a Lender, any office, branch, subsidiary or affiliate of such Lender.

“Letter of Credit” of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable.

“Letter of Credit Collateral Account” is defined in Section 2A.9.

“Letter of Credit Commitment” means as to any Issuing Lender (i) the amount set forth opposite such Issuing Lender’s name on Schedule 1A hereof, as such amount may be reduced or increased from time to time in accordance with this Agreement or (ii) if such Issuing Lender has entered into an Assignment and Assumption, the amount set forth for such Lender as its Letter of Credit Commitment in the Register maintained by the Administrative Agent pursuant to Section 12.3. The Letter of Credit Commitment of an Issuing Lender may be modified from time to time by agreement between such Issuing Lender and the Borrower, and notified to the Administrative Agent. The aggregate amount of the Letter of Credit Commitments is $35,000,000 as of the Closing Date.

“Letter of Credit Request” is defined in Section 2A.4.

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Loan” means, with respect to a Lender, such Lender’s portion of any Borrowing, including any New Additional Term Loan.

“Loan Documents” means this Agreement, the Notes, the Guaranty, any other document from time to time evidencing or securing indebtedness incurred by the Borrower under this Agreement and each other document or instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement (other than the Fee Letters and any Financial Contract), as any of the foregoing may be amended or modified from time to time.

“Loan Party” means Parent, the Borrower and any Subsidiary providing a guaranty of the Obligations.

“Material Adverse Effect” means a material adverse effect on (i) the business, Property or condition (financial or otherwise) of Parent and its Subsidiaries, taken as a whole, (ii) the ability of the Borrower or of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents.

“Materials of Environmental Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Maximum Legal Rate” means the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by this Agreement and the Notes and as provided for herein or in the Notes or other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Mezzanine Debt Investments” mean any mezzanine or subordinated mortgage loans made by a member of the Consolidated Group to entities that own commercial real estate or to the members, partners, stockholders, etc. of such entities, which real estate has a value in excess of the sum of (i) either (x) the purchase price of such Indebtedness with respect to any such Indebtedness that was originated by a third party and acquired by such member of the Consolidated Group, or (y) the amount of such Indebtedness with respect to any such Indebtedness that was originated by such member of the Consolidated Group, as applicable, plus (ii) any senior debt encumbering such real estate and which has been designated by the Borrower as a “Mezzanine Debt Investment” in its most recent compliance certificate; provided, however, that (i) any such Indebtedness owed by an Investment Affiliate shall be reduced by the Consolidated Group Pro Rata Share of such Indebtedness, and (ii) any such Indebtedness owed by a member of the Consolidated Group shall be reduced by the Consolidated Group’s pro rata share of such Indebtedness.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Multiemployer Plan” means a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) maintained pursuant to a collective bargaining agreement or any other arrangement to which Parent, the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

“Multi-Property Entity” is a Subsidiary that owns more than one Project, either directly or indirectly through the ownership of Capital Stock in another Subsidiary of Parent or Borrower, and owns an interest in any Capital Stock in a Subsidiary of Parent or Borrower that owns fee simple title in, or ground leases an asset that is not an Unencumbered Asset.

“Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Rate Management Transactions or any other Financial Contract. “Unrealized losses” means the fair market value of the cost to such Person of replacing such Rate Management Transaction or other Financial Contract as of the date of determination (assuming the Rate Management Transaction or other Financial Contract were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction or other Financial Contract as of the date of determination (assuming such Rate Management Transaction or other Financial Contract were to be terminated as of that date).

“Net Operating Income” means, with respect to any Project for any period, (i) “property rental and other income” (as determined by GAAP) attributable to such Project accruing for such period minus (ii) the amount of all expenses (as determined in accordance with GAAP) incurred in connection with and directly attributable to the ownership and operation of such Project for such period, including, without limitation, amounts accrued for the payment of real estate taxes and insurance premiums, but excluding interest expense or other debt service charges and any non-cash charges such as depreciation or amortization of financing costs plus acquisition costs for consummated acquisitions minus (iii) the Reserve for Replacements for such Project as of the end of such period.

“Net Proceeds” means, with respect to the issuance of any Capital Stock of Parent, the aggregate cash or Cash Equivalent proceeds received by Parent in respect thereof, net of all investment banking fees, legal fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred by Parent in connection with such issuance.

“New Additional Term Loans” is defined in Section 2.1(c).

“New Additional Term Loan Commitments” is defined in Section 2.1(c).

“New Additional Term Loan Lender” is defined in Section 2.1(c).

“New Initial Term Loan Commitments” is defined in Section 2.1(c).

“New Initial Term Loan Lender” is defined in Section 2.1(c).

“New Revolving Commitments” is defined in Section 2.1(c).

“New Revolving Lender” is defined in Section 2.1(c).

“Nonrecourse Indebtedness” means, with respect to any Person, Indebtedness for borrowed money in respect of which recourse for payment (except for customary non-recourse exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose entity” covenants, bankruptcy, insolvency, receivership, gross negligence or willful misconduct until a claim is made with respect thereto, and then in the event of any such claim only a portion of such Indebtedness in an amount equal to the amount of such claim shall no longer constitute “Nonrecourse Indebtedness” for the period that such portion is subject to such claim) is contractually limited to specified assets of such Person encumbered by a Lien securing such Indebtedness.

“Non-Stabilized Project” means, as of any date of determination, all Projects owned by the Consolidated Group and the Investment Affiliates that have a negative Net Operating Income for the most recently ended period of twelve (12) months, but excluding Acquisition Assets and Assets under Development. A Project may continue to be treated as a Non-Stabilized Project for up to eighteen (18) months from the Closing Date or such later date on which such Project becomes a Non-Stabilized Project; thereafter such Project will be valued at zero until such Project generates positive Net Operating Income.

“Note” means a promissory note, in substantially the form of Exhibit A-1 or Exhibit A-2 hereto, as applicable, duly executed by the Borrower and payable to the applicable Lender and its registered assigns, including any amendment, modification, renewal or replacement of such promissory note.

“NYFRB” means the Federal Reserve Bank of New York.

“Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the LC Exposure and (c) all other fees and commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Loan Parties to the Lenders, the Issuing Lenders or the Administrative Agent, in each case under any Loan Document, with respect to any Loan or Facility Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws, naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

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

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19(b)).

“Ownership Share” means, with respect to any non-Wholly Owned Subsidiary, the percentage of the total ownership interests held by the Consolidated Group in the aggregate in such non-Wholly Owned Subsidiary determined by calculating the greater of (i) the percentage of the issued and outstanding Capital Stock in such non-Wholly Owned Subsidiary held by the Consolidated Group in the aggregate and (ii) the percentage of the total Book Value of such non-Wholly Owned Subsidiary that would be received by the Consolidated Group in the aggregate upon liquidation of such non-Wholly Owned Subsidiary, after repayment in full of all Indebtedness of such non-Wholly Owned Subsidiary Affiliate.

“Parent” is defined in the recitals.

“Participant Register” is defined in Section 12.2.

“Participants” is defined in Section 12.2.

“Passive Non-Real Estate Investments” means Capital Stock in or debt of entities not primarily involved in commercial real estate development or ownership.

“Patriot Act” is defined in Section 12.7.

“Payment” is defined in Section 10.3(a).

“Payment Notice” is defined in Section 10.3(b).

“Payment in Full” means the occurrence of all of the following conditions: (i) all Commitments have been terminated, (ii) all LC Disbursements have been reimbursed and all Letters of Credit have been terminated or have expired without any pending draw request (other than Letters of Credit as to which the Borrower has provided cash collateral in accordance with Sections 2A.2 and 2A.9 or other arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders have been made), and (iii) the principal of and interest on each Loan and all fees and other Obligations payable under the Loan Documents have been paid in full (other than indemnities and other contingent Obligations not then due and payable and as to which no claim has been made), and “Paid in Full” shall have the related meaning.

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

“Percentage” with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment; provided that in the case of Section 2.22 when a Defaulting Lender shall exist, “Percentage” shall mean the percentage of the total Revolving Commitments (disregarding any Defaulting Lender’s Revolving Commitments) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments and any Lender’s status as a Defaulting Lender.

“Permitted Liens” means, with respect to Parent, the Borrower or any of their respective Subsidiaries, any of the following:

(a)	Liens for taxes, assessments or governmental charges or levies on the Property such Person if the same shall<br>not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside on such Person’s books;<br>
(b)	Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar<br>Liens arising in the ordinary course of business which secure payment of obligations not more than sixty (60) days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been<br>set aside on such Person’s books;
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(c)	Liens arising out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age<br>pensions, or other social security or retirement benefits, or similar legislation;
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(d)	Easements, restrictions and such other encumbrances or charges against real property as are of a nature<br>generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of Parent, the Borrower or their respective<br>Subsidiaries; and
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(e)	Liens other than Liens described in subsections (a) through (d) above arising in connection with any<br>Indebtedness permitted hereunder to the extent such Liens will not result in a Default in any of Parent’s or Borrower’s covenants herein.
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“Person” means any natural person, corporation, firm, joint venture, partnership, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which Parent, the Borrower or any member of the Controlled Group is an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulations” means 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA, as amended from time to time.

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

“Project” means any real estate asset owned by Parent or any of its Subsidiaries or any Investment Affiliate and operated or intended to be operated as a retail, office, residential or industrial property.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

“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.

“Public Equity Securities” means equity securities of entities primarily involved in commercial real estate development or ownership and of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or any similar regulation or law under any other jurisdiction, or warrants or other rights exercisable for such equity securities.

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

“QFC Credit Support” has the meaning assigned to it in Section 9.19.

“Rate Management Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into by a Loan Party which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

“Recipient” means the Administrative Agent, any Lender and the Issuing Lenders, as applicable.

“Recourse Indebtedness” means any Indebtedness of a Person that is not Nonrecourse Indebtedness.

“Register” is defined in Section 12.3.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Reimbursement Obligations” means at any time, the aggregate of the Obligations of the Borrower to the Lenders, the Issuing Lender and the Administrative Agent in respect of all unreimbursed payments or disbursements made by the Lenders, the Issuing Lender and the Administrative Agent under or in respect of the Facility Letters of Credit.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB, or any successor thereto.

“Relevant Rate” means (i) with respect to any Term SOFR Borrowing, Adjusted Term SOFR or (ii) with respect to any Daily Simple SOFR Borrowing, Adjusted Daily Simple SOFR, as applicable.

“Removal Effective Date” is defined in Section 10.1.

“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

“Required Lenders” means (a) at any time prior to the earlier of the Loans becoming due and payable pursuant to Section 8.1 or the Commitments terminating or expiring (or, for the avoidance of doubt, are fully utilized, in the case of the Term Loan Commitments), Lenders having Initial Term Loan Commitments (including any New Initial Term Loan Commitments) and outstanding principal amount of Initial Term Loans, New Additional Term Loan Commitments (if any) and outstanding principal amount of New Additional Term Loans (if any), Revolving Exposures and Unfunded Commitments representing more than fifty percent (50%) of the sum of the aggregate Initial Term Loan Commitments (including any New Initial Term Loan Commitments) and outstanding principal amount of Initial Term Loans, the aggregate New Additional Term Loan Commitments (if any) and outstanding principal amount of New Additional Term Loans (if any) and total Revolving Exposures and Unfunded Commitments at such time, provided that, solely for purposes of declaring the Loans to be due and payable pursuant to Section 8.1, the Unfunded Commitment of each Lender shall be deemed to be zero; (b) for all purposes after the Loans become due and payable pursuant to Section 8.1 or the Commitments expire or terminate (or, for the avoidance of doubt, are fully utilized, in the case of the Term Loan Commitments), Lenders having outstanding principal amount of Initial Term Loans, New Additional Term Loans (if any) and Revolving Exposures representing more than fifty percent (50%) of the sum of the aggregate outstanding principal amount of Initial Term Loans, New Additional Term Loans (if any) and total Revolving Exposures and (c) at all times, the Initial Term Loan Commitments (including any New Initial Term Loan Commitments), outstanding principal amount of Initial Term Loans, New Additional Term Loan Commitments (if any), outstanding principal amount of New Additional Term Loans (if any), Revolving Exposure and Unfunded Commitments of Defaulting Lenders shall be excluded for purposes of any such determination, as provided in Section 2.22(b).

“Required Revolving Lenders” means (a) at any time prior to the earlier of the Revolving Loans becoming due and payable pursuant to Section 8.1 or the Revolving Commitments terminating or expiring, Lenders having more than fifty percent (50%) of the sum of the aggregate Revolving Exposures and Unfunded Commitments at such time, provided that, solely for purposes of declaring the Revolving Loans to be due and payable pursuant to Section 8.1, the Unfunded Commitment of each Revolving Lender shall be deemed to be zero; (b) for all purposes after the Revolving Loans become due and payable pursuant to Section 8.1 or the Revolving Commitments expire or terminate, Revolving Lenders having Revolving Exposures representing more than fifty percent (50%) of the sum of the total Revolving Exposures and (c) at all times, the Revolving Exposure and Unfunded Commitments of Defaulting Lenders shall be excluded for purposes of any such determination, as provided in Section 2.22(b).

“Required Term Loan Lenders” means (a) at any time prior to the earlier of the Term Loans of a Class becoming due and payable pursuant to Section 8.1 or the Term Loan Commitments of such Class terminating or expiring (or, for the avoidance of doubt, are fully utilized), Term Loan Lenders having more than fifty percent (50%) of the sum of the aggregate Term Loan Commitments of such Class and outstanding principal amount of Term Loans of such Class at such time; (b) for all purposes after the Term Loans of a Class become due and payable pursuant to Section 8.1 or the Term Loan Commitments of such Class expire or terminate (or, for the avoidance of doubt, are fully utilized), Term Loan Lenders having outstanding principal amount of Term Loans of such Class representing more than fifty percent (50%) of the sum of the aggregate outstanding principal amount of Term Loans of such Class and (c) at all times, the Term Loan Commitments and outstanding principal amount of Term Loans of Defaulting Lenders shall be excluded for purposes of any such determination, as provided in Section 2.22(b).

“Reserve for Replacements” means, for any period and with respect to any Project, an amount equal to (i) the aggregate square footage of all completed and owned space of such Project times (ii) $0.15 times (iii) the number of days in such period divided by (iv) 365. If the term “Reserve for Replacements” is used without reference to any specific Project, then it shall be determined on an aggregate basis with respect to all Projects and the applicable Consolidated Group Pro Rata Share of all Projects of all Investment Affiliates.

“Resignation Effective Date” is defined in Section 10.1.

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

“Restricted Cash Collateral” means restricted cash and Cash Equivalents held as collateral or in escrow in a bank account by a lender, creditor or counterparty with respect to any Indebtedness owed to such lender, creditor or counterparty.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock in Parent, 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 Capital Stock in Parent or any option, warrant or other right to acquire any such Capital Stock in Parent, or any transaction that has a substantially similar effect.

“Revolving Commitment” means with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Facility Letters of Credit hereunder, as such commitment may be changed from time to time pursuant to this Agreement, including pursuant to Section 2.1(b). The amount of each Lender’s Revolving Commitment is set forth on Schedule 1 opposite such Lender’s name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 12.3(b)(iii), pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable, which may be modified or supplemented by any Assignment and Assumption executed and consented to in accordance with Section 12.3, pursuant to which such Lender shall have assigned or assumed its Revolving Commitment, as applicable, or such documentation executed pursuant to Section 2.1(c). The aggregate amount of the Revolving Commitments is $400,000,000 as of the Closing Date.

“Revolving Exposure” means with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure at such time.

“Revolving Facility” means the Revolving Commitments and the extensions of credit made thereunder.

“Revolving Facility Extension Option” is defined in Section 2.23(a).

“Revolving Facility Notice to Extend” is defined in Section 2.23(a).

“Revolving Facility Termination Date” means September 29, 2028, subject to extension in accordance with Section 2.23(a).

“Revolving Lender” means a Lender with a Revolving Commitment or with Revolving Exposure.

“Revolving Loan” means a Loan made pursuant to Section 2.1(a)(i).

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

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, any European member state or His Majesty’s Treasury, (b) any Person located, organized or resident in a Sanctioned Country, (c) any Person fifty percent (50%) or more owned or controlled by, or acting or purporting to act for or on behalf of, directly or indirectly, any such Person or Persons described in clauses (a) and (b) or (d) any Person otherwise the subject of Sanctions.

“Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European member state or His Majesty’s Treasury.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“Separation and Distribution Agreement” means that certain Separation and Distribution Agreement, dated as of the date hereof, by and among SITE, Parent and the Borrower.

“Series” is defined in Section 2.1(c).

“Shared Services Agreement” means that certain Shared Services Agreement, dated as of the date hereof, by and among Parent, the Borrower and SITE.

“Simple SOFR Rate Day” has the meaning specified in the definition of “Adjusted Daily Simple SOFR”.

“SITE” means SITE Centers Corp., an Ohio corporation.

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

“SOFR Adjustment” means a percentage equal to 0.10% per annum.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the NYFRB, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Loan” means any Daily Simple SOFR Loan or Term SOFR Loan.

“S&P” means S&P Global Ratings and its successors.

“Specified Default” means (A) any Default that has resulted in the acceleration of the Loans in accordance with Section 8.1, (B) any Default of the type described in Sections 7.1, 7.2, 7.3 (solely with respect to a breach of Section 6.1(i), 6.1(ii), 6.1(iii), 6.1(iv), 6.18 or 6.20), 7.7 or 7.8 or (C) any other Default of the type described in Section 7.3 (solely with respect to a breach of Sections 6.2, 6.11, 6.12, 6.16 or 6.17) for which the Administrative Agent, at the request of the Required Lenders, has declared by written notice to the Borrower that the limitations on Restricted Payments set forth in Section 6.11 are applicable.

“Spin-Off Transaction” means the spinoff of Parent from SITE to the common shareholders of SITE via a pro rata stock distribution.

“Spin-Off Transaction Documents” means, collectively, the Shared Services Agreement, the Separation and Distribution Agreement, the Tax Matters Agreement and the Employee Matters Agreement.

“Stabilized Project” means a Project which is not (i) an Acquisition Asset, (ii) an Asset Under Development or (iii) a Non-Stabilized Project.

“Subsidiary” of a Person means (i) any corporation more than fifty percent (50%) of the outstanding Capital Stock having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, joint venture or similar business organization more than fifty percent (50%) of the Capital Stock having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Parent.

“Subsidiary Guarantor” means a Subsidiary which has delivered a Guaranty.

“Supported QFC” has the meaning assigned to it in Section 9.19.

“Syndication Agent” means PNC Bank, National Association, in its capacity as syndication agent for the Lenders, and not in its individual capacity as a Lender.

“Tangible Net Worth” means, as of a given date, the stockholders’ equity of Parent and its Subsidiaries determined on a consolidated basis plus accumulated depreciation and amortization, minus (to the extent included when determining stockholders’ equity of Parent and its Subsidiaries): (a) the amount of any write-up in the Book Value of any assets reflected in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) the aggregate of all amounts appearing on the assets side of any such balance sheet for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, service marks, trade names, goodwill, treasury stock, experimental or organizational expenses and other like assets, in each case, which would be classified as intangible assets under GAAP, all determined on a consolidated basis.

“Tax Matters Agreement” means that certain Tax Matters Agreement, dated as of the date hereof, among SITE, Parent and the Borrower.

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

“Term Loan” means an Initial Term Loan or a New Additional Term Loan (if any).

“Term Loan Availability Period” means the period from and including the Closing Date to the Term Loan Availability Termination Date.

“Term Loan Availability Termination Date” means the first to occur of (a) April 1, 2025, (b) the date on which the Initial Term Loan Commitments have been fully utilized and (c) the date on which the Initial Term Loan Commitments are terminated or reduced to zero in accordance with this Agreement (including, without limitation, pursuant to Section 2.1(b)).

“Term Loan Commitment” means an Initial Term Loan Commitment (including any New Initial Term Loan Commitment) or a New Additional Term Loan Commitment (if any).

“Term Loan Extension Option” is defined in Section 2.23(b).

“Term Loan Lender” means a Lender with a Term Loan Commitment and/or outstanding Term Loans and, unless the context otherwise requires, includes New Initial Term Loan Lenders (if any) and New Additional Term Loan Lenders (if any).

“Term Loan Notice to Extend” is defined in Section 2.23(b).

“Term SOFR” means,

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

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

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

“Term SOFR Borrowing” means, as to any Borrowing, the Term SOFR Loans comprising such Borrowing.

“Term SOFR Loan” means any Loan bearing interest at a rate based on Adjusted Term SOFR (other than pursuant to clause (c) of the definition of Base Rate).

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

“Ticking Fee” is defined in Section 2.6(b).

“Total Revolving Exposure” means, at any time, the sum of the aggregate Revolving Exposures for each of the Revolving Lenders, including the New Revolving Lenders (if any).

“Transferee” is defined in Section 12.5.

“Type” when used in reference to any Loan or Borrowing, refers to the rate by reference to which interest on such Loan, or on the Loans comprising such Borrowing, is determined. For purposes hereof, “rate” shall include Adjusted Term SOFR, Adjusted Daily Simple SOFR and the Base Rate.

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

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

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

“Unencumbered Adjusted NOI” means, for any period, Net Operating Income from all Unencumbered Assets for such period.

“Unencumbered Asset” means, subject to clauses (a), (b) and (c) below, any Project and any Asset Under Development, in each case, located in the United States one hundred percent (100%) of which is owned by Parent, the Borrower or any Wholly Owned-Subsidiary of the Borrower in fee simple, in a condominium structure (provided that, the documents governing such condominium structure do not (x) prohibit or otherwise limit the ability of Parent, the Borrower or the applicable Wholly-Owned Subsidiary to place a Lien on or to sell or otherwise dispose of the Project or Asset Under Development subject to the condominium structure or (y) impede the ability of Parent, the Borrower or applicable Wholly-Owned Subsidiary from transferring the Project or Asset Under Development) or ground leased by Parent, the Borrower or a Wholly-Owned Subsidiary (provided that a Project which is ground leased shall be included as an Unencumbered Asset only if such ground lease is a Financeable Ground Lease) which, as of any date of determination, is not subject to any Liens, claims, or restrictions on transferability or assignability of any kind (including any such Lien, claim or restriction imposed by the organizational documents of any Subsidiary) other than Liens set forth in clauses (a) through (d) of the definition of Permitted Liens.

(a)	No Project or Asset Under Development will be an Unencumbered Asset if Parent, the Borrower, the owner of such<br>Project or Asset Under Development (an “Unencumbered Asset Ownership Entity”) or any Subsidiary that is in the direct chain of ownership between the Borrower and the Unencumbered Asset Ownership Entity (a “Relevant<br>Subsidiary”) is subject to any agreement (including (i) any agreement governing Indebtedness and (ii) if applicable, the organizational documents of Parent, the Borrower, any Relevant Subsidiary or Unencumbered Asset Ownership<br>Entity) that prohibits or limits the ability of Parent, the Borrower, the Unencumbered Asset Ownership Entity or any Relevant Subsidiary to create, incur, assume or suffer to exist any Lien upon, or to sell, transfer or otherwise dispose, that<br>Project or Asset Under Development or upon the Capital Stock of the Unencumbered Asset Ownership Entity, or any Relevant Subsidiary, including, without limitation, any negative pledge or similar covenant or restriction.
(b)	No Project or Asset Under Development will be an Unencumbered Asset if the Unencumbered Asset Ownership Entity<br>or any Relevant Subsidiary is subject to any agreement (including any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset) that entitles any Person to the benefit of any Lien (other than Liens set<br>forth in clauses (a) through (d) of the definition of Permitted Liens) on any assets or Capital Stock of the Unencumbered Asset Ownership Entity or any Relevant Subsidiary or would entitle any Person to the benefit of any Lien (other than Liens<br>set forth in clauses (a) through (d) of the definition of Permitted Liens) on such assets or Capital Stock upon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause).<br>
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(c)	No Project or Asset Under Development will be an Unencumbered Asset unless the Unencumbered Asset Ownership<br>Entity and each Relevant Subsidiary (to the extent such entity is not a Guarantor) does not have any Indebtedness for borrowed money or any Guarantee Obligations, other than (A) Guarantee Obligations or Indebtedness for which recovery is<br>limited to a Project or Asset Under Development that is not an Unencumbered Asset or the Capital Stock of an entity that owns a Project or Asset Under Development that is not an Unencumbered Asset, or (B) Guarantee Obligations for nonrecourse<br>carveouts, completion guarantees or environmental guarantees provided that the obligations described in this clause (B) shall be permitted only if the Unencumbered Asset Ownership Entity or the Relevant Subsidiary that has the Guarantee<br>Obligation has executed a Guaranty.
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“Unfunded Commitment” means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving Exposure.

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“Unrestricted Cash and Cash Equivalents” means, in the aggregate, all cash and Cash Equivalents which are not pledged or otherwise restricted for the benefit of any creditor or subject to any reserves, escrow or claim of any kind in favor of any Person and which are owned by members of the Consolidated Group or Investment Affiliates, to be valued for purposes of this Agreement at (i) one hundred percent (100%) of its then-current Book Value for any such items owned by a member of the Consolidated Group or (ii) the applicable Consolidated Group Pro Rata Share of its then-current Book Value for any such items owned by an Investment Affiliate. For purposes hereof, cash reserves set aside by the Borrower under Section 2.22 or Section 7.6 shall be treated as restricted.

“Unsecured Indebtedness” means all Indebtedness of any Person that is not secured by a Lien on any asset of such Person, except that (a) all Recourse Indebtedness that is secured only by a Lien on Capital Stock shall be treated as Unsecured Indebtedness and (b) the amount of any Indebtedness secured solely by Restricted Cash Collateral shall be treated as Unsecured Indebtedness.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Sections 2.3, 2.8 and 2.10, in each case, such day is also a Business Day.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.19.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 3.5(f)(ii)(B)(3).

“Value of Unencumbered Assets” means, as of any date, the sum of:

(A)	the amount determined by dividing the Net Operating Income for each Stabilized Project which is an Unencumbered<br>Asset (excluding the Net Operating Income for any Acquisition Asset which is an Unencumbered Asset) for the immediately preceding four (4) full fiscal quarters by the Capitalization Rate, plus
(B)	cash of Parent, the Borrower or a Wholly-Owned Subsidiary of the Borrower from like-kind exchanges on deposit<br>with a qualified intermediary, provided that the aggregate amount added to the Value of Unencumbered Assets under this clause (B) shall not exceed ten percent (10%) of the total Value of Unencumbered Assets, plus
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(C)	the value of Unrestricted Cash and Cash Equivalents of Parent, the Borrower and the Borrower’s<br>Wholly-Owned Subsidiaries, plus
(D)	the value of Assets Under Development and the then-current Book Value of Developable Land, in each case, which<br>are Unencumbered Assets, provided that the aggregate amount added to Value of Unencumbered Assets under this clause (D) shall not exceed five percent (5.0%) of the total Value of Unencumbered Assets, plus
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(E)	the value of each Acquisition Asset that is an Unencumbered Asset determined in the same manner as is set forth<br>in the definition of Consolidated Capitalization Value, plus
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(F)	the value of each Non-Stabilized Project that is an Unencumbered Asset<br>determined in the same manner as is set forth in the definition of Consolidated Market Value, provided that the aggregate amount added to the Value of Unencumbered Assets under this clause (F) shall not exceed five percent (5%) of the<br>total Value of Unencumbered Assets.
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At no time shall the aggregate amount added to Value of Unencumbered Assets (i) subject to a ground lease exceed fifteen percent (15%) of the total Value of Unencumbered Assets, (ii) described under clauses (B) or (D) exceed fifteen percent (15%) of the total Value of Unencumbered Assets and (iii) attributable to any one Unencumbered Asset exceed ten percent (10%) of the total Value of Unencumbered Assets; provided however, that such requirement set forth in this clause (iii) shall no longer apply upon Parent obtaining an Investment Grade Rating. If a Project is no longer owned as of the date of determination, then no value shall be included from such Project.

For the avoidance of doubt, no Value of Unencumbered Assets shall be attributable to Subsidiaries of Parent which are not members of the Consolidated Group.

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association.

“Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting Capital Stock of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, association, joint venture or similar business organization one hundred percent (100%) of the Capital Stock having ordinary voting power of which shall at the time be so owned or controlled.

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

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

1.2 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Term SOFR Loan”) or by Class and Type (e.g., a “Term SOFR Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Term SOFR Borrowing”) or by Class and Type (e.g., a “Term SOFR Revolving Borrowing”).

1.3 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) where applicable, any amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars, be deemed to mean an amount of such currency having a Dollar-equivalent approximately equal to such amount.

1.4 Interest Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.3, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, or Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

1.5 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

1.6 Convertible Debt Accounting Guidance; Changes in GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders (which shall not be unreasonably withheld)). Notwithstanding any provision contained in this Agreement to the contrary, (x) solely for purposes of calculating any financial covenant required hereunder, such calculation shall ignore the application of the Convertible Debt Accounting Guidance, if and to the extent otherwise applicable to Borrower’s financial statements and (y) if any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) would require treating any lease as a Capitalized Lease where such lease would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a Capitalized Lease and all calculations under this Agreement shall be made accordingly.

1.7 Divisions. For all purposes under the Loan 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 and acquired on the first date of its existence by the holders of its Capital Stock at such time.

ARTICLE II

THE CREDIT

2.1 Commitments; Reduction or Increase in Commitments; Incremental Commitments.

(a) Commitment to Lend.

(i) Revolving Loans. Subject to the terms and conditions of this Agreement, each Revolving Lender severally and not jointly agrees to make Revolving Loans in Dollars to the Borrower from time to time prior to the Revolving Facility Termination Date in an aggregate principal amount that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment, or the Total Revolving Exposure exceeding the Aggregate Revolving Commitment. The Borrowings of Revolving Loans may be ratable Base Rate Borrowings, ratable Term SOFR Borrowings or ratable Daily Simple SOFR Borrowings. The Revolving Facility is a revolving credit facility and, subject to the provisions of this Agreement, the Borrower may request Borrowings of Revolving Loans hereunder, repay such Borrowings and reborrow Borrowings of Revolving Loans at any time prior to the Revolving Facility Termination Date.

(ii) Initial Term Loans. Subject to the terms and conditions of this Agreement, during the Term Loan Availability Period, each Term Loan Lender with an Initial Term Loan Commitment severally and not jointly agrees to make one or more Initial Term Loans in Dollars to the Borrower in an aggregate principal amount that will not result in the principal amount of all Initial Term Loans made by such Term Loan Lender exceeding its Initial Term Loan Commitment, or the aggregate principal amount of all Initial Term Loans made by all such Term Loan Lenders exceeding the aggregate Initial Term Loan Commitments. Each Borrowing of Initial Term Loans shall be in an aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof. The Borrowings of Initial Term Loans may be ratable Base Rate Borrowings, ratable Term SOFR Borrowings or ratable Daily Simple SOFR Borrowings. Upon a Term Loan Lender’s funding of an Initial Term Loan, such Term Loan Lender’s Initial Term Loan Commitment shall be permanently reduced by the principal amount of such Initial Term Loan. Once repaid, the principal amount of an Initial Term Loan (or portion thereof) may not be reborrowed. Unless previously terminated, the Initial Term Loan Commitments shall automatically terminate on the Term Loan Availability Termination Date.

(b) Termination and Reduction of Commitments.

(i) Unless previously terminated, the Revolving Commitments shall automatically terminate on the Revolving Facility Termination Date.

(ii) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (x) each reduction of the Revolving Commitments or Term Loan Commitments, in each case, shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (y) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.9, (A) any Lender’s Revolving Exposure would exceed its Revolving Commitment or (B) the sum of the Total Revolving Exposure would exceed the Aggregate Revolving Commitment.

(iii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (ii) of this Section at least three (3) Business Days (or such shorter period as agreed to by the Administrative Agent) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders or the Term Loan Lenders, as applicable, of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of any Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments, and each reduction of the Term Loan Commitments of a Class shall be made ratably among the Term Loan Lenders of such Class in accordance with their respective Term Loan Commitments.

(c) Increase of Commitments. The Borrower may, by written notice to the Administrative Agent on up to four (4) occasions at any time after the Term Loan Availability Termination Date and prior to the Revolving Facility Termination Date, request (i) incremental Revolving Commitments (the “New Revolving Commitments”), (ii) an increase to the Initial Term Loans (the “New Initial Term Loan Commitments”) or (iii) the establishment of one or more new term loan commitments (the “New Additional Term Loan Commitments”, and together with the New Revolving Commitments and the New Initial Term Loan Commitments, the “Incremental Commitments”) in an amount not to exceed the aggregate amount of $250,000,000 for all Incremental Commitments from one or more additional Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their own discretion. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the Incremental Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to provide any Incremental Commitments, and any New Revolving Lender, New Initial Term Loan Lender or New Additional Term Loan Lender in connection with any such requested Incremental Commitment must be an Eligible Assignee. Each such request for an Incremental Commitment shall be in the minimum amount of $25,000,000. If (x) Lenders are willing to provide such New Revolving Commitments, the Revolving Commitments may be increased from time to time by the addition of one or more new Revolving Lenders or the increase of the Revolving Commitment of an existing Revolving Lender (each, a “New Revolving Lender”) with the consent of only the Borrower and such New Revolving Lenders, (y) Lenders are willing to provide such New Initial Term Loan Commitments, the Initial Term Loans may be increased by the addition of one or more new Term Loan Lenders or the increase of the Initial Term Loans of existing Term Loan Lenders (each a “New Initial Term Loan Lender”) with the consent of only the Borrower and such New Initial Term Loan Lenders or (z) Lenders are willing to provide such New Additional Term Loan Commitments, term loans may be made hereunder (the “New Additional Term Loans”) by the addition of one or more new Term Loan Lenders or existing Term Loan Lenders (each, a “New Additional Term Loan Lender”) with the consent of only the Borrower and such New Additional Term Loan Lenders, in each case so long as the Aggregate Revolving Commitment, plus the aggregate principal amount of the Initial Term Loans (including, for the avoidance of doubt, any such increase in Initial Term Loans pursuant to this Section) made hereunder plus the aggregate principal amount of New Additional Term Loans made hereunder does not exceed $750,000,000 less any (A) voluntary reductions in the Revolving Commitments, the Initial Term Loan Commitments, any previously established New Initial Term Loan Commitments (if any) or any previously established New Additional Term Loan Commitments (if any) after the Closing Date pursuant to Section 2.1(b) or (B) prepayments of the Initial Term Loans or New Additional Term Loans pursuant to Section 2.8. Nothing in this Section 2.1(c) shall constitute or be deemed to constitute an agreement by any Lender to provide Incremental Commitments hereunder.

Any Incremental Commitments shall be evidenced by the execution and delivery of an amendment to this Agreement by the Borrower, the Administrative Agent and the applicable Lenders providing such Incremental Commitment, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. Each such amendment executed in connection with an Incremental Commitment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the good faith judgment of Administrative Agent, to effect the provisions of this Section 2.1(c), subject to approval by the Borrower and the applicable Lenders providing such Incremental Commitment, including without limitation to (w) include the New Revolving Lenders, New Initial Term Loan Lenders and/or New Additional Term Loan Lenders as “Lenders” hereunder, (x) include the New Revolving Commitments, New Initial Term Loan Commitments and/or New Additional Term Loan Commitments as “Commitments” hereunder, (y) to include the Loans made with respect to the New Revolving Commitments, increased Initial Term Loans and the New Additional Term Loans as “Loans” hereunder, and (z) to include the New Revolving Lenders and the New Revolving Commitments, the New Initial Term Loan Lenders, the New Initial Term Loan Commitments, the increased Initial Term Loans, the New Additional Term Loan Lenders, the New Additional Term Loan Commitments and/or the New Additional Term Loans, in each case, for purposes of the definition of “Required Lenders”; provided however, that any amendments to Articles V through VIII, inclusive, that adversely affect a Lender or any amendment to provisions of this Agreement other than those effecting this Section 2.1(c) shall be subject to Section 8.2. All such amendments and joinder agreements entered into with the applicable Loan Parties by the Administrative Agent shall be binding and conclusive on all Lenders.

On the effective date of each such increase in the Revolving Commitments, the Borrower and the Administrative Agent shall cause the New Revolving Lenders to hold their pro rata share of all ratable Revolving Borrowings outstanding at the close of business on such day, by either funding more than its or their pro rata share of new ratable Revolving Borrowings made on such date or purchasing shares of outstanding ratable Revolving Loans held by the other Revolving Lenders or a combination thereof. The Revolving Lenders agree to cooperate in any required sale and purchase of outstanding ratable Revolving Borrowings to achieve such result. The Borrower agrees to pay all fees associated with the increase in the Aggregate Revolving Commitment including any amounts due under Section 3.4 in connection with any reallocation of Term SOFR Borrowings or Daily Simple SOFR Borrowings.

On the effective date of any increase in the Initial Term Loans, (i) each New Additional Term Loan Lender shall make an additional Initial Term Loan to the Borrower in an amount equal to its New Initial Term Loan Commitment, and (ii) each New Initial Term Loan Lender hereunder with respect to the Initial Term Loans made pursuant thereto.

On the effective date of any New Additional Term Loan Commitments of any Series, (i) each New Additional Term Loan Lender of any Series shall make (or have a New Additional Term Loan Commitment to make) a New Additional Term Loan to the Borrower in an amount equal to its New Additional Term Loan Commitment of such Series, and (ii) each New Additional Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Additional Term Loan Commitments of such Series and the New Additional Term Loans of such Series made pursuant thereto. Any New Additional Term Loans made with respect to such New Additional Term Loan Commitments shall be designated a separate series (a “Series”) of New Additional Term Loans for all purposes of this Agreement.

The terms and provisions of the New Revolving Commitments and the Revolving Loans made with respect thereto shall be identical to the existing Revolving Commitments and Revolving Loans. The terms and provisions of the additional Initial Term Loans made pursuant to this clause (c) shall be identical to the existing Initial Term Loans. The terms of any New Additional Term Loans of any Series (a) shall not provide for any amortization payments on or prior to the Revolving Facility Termination Date, but may permit voluntary prepayment, (b) shall provide that the applicable New Additional Term Loan maturity date of each Series shall be no earlier than the later of (x) the Revolving Facility Termination Date, (y) the Initial Term Loan Maturity Date or (z) any other New Additional Term Loan maturity date of another Series, (c) shall provide that any guarantees provided in respect of the New Additional Term Loans shall also guarantee the other Obligations and (d) shall include such other terms and pricing as may be agreed by the Borrower, the Administrative Agent and the New Additional Term Loan Lenders of such Series.

Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.1(c) unless (i) on the date of such effectiveness, the conditions set forth in Section 4.2 shall be satisfied or otherwise waived by the Lenders with Incremental Commitments and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower as to the board resolutions evidencing authority for such Incremental Commitment and as to any changes to the formation documents of the Borrower since the Closing Date, (iii) Parent shall be in pro forma compliance with the covenants set forth in Section 6.18 after giving effect to the Loans to be made on such date pursuant to such Incremental Commitments and the application of the proceeds therefrom as if made and applied on such date, (iv) the Borrower shall deliver any legal opinions reasonably requested by the Administrative Agent in connection with such Incremental Commitments, consistent with those delivered on the Closing Date, and (v) the Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent pursuant to Section 9.7 and all agreed-upon fees payable to the Administrative Agent and the Lenders providing such Incremental Commitments in connection with such Incremental Commitments.

2.2 Loans and Borrowings.

(a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type and Class made by the Lenders of the applicable Class ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder.

(b) Subject to Section 3.3, each Borrowing shall be comprised entirely of Base Rate Loans, Term SOFR Loans or Daily Simple SOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Term SOFR Borrowing, such Borrowing shall be in an aggregate amount that is not less than $1,000,000. At the time that each Base Rate Borrowing or Daily Simple SOFR Borrowing is made, such Borrowing shall be in an aggregate amount that is not less than $1,000,000; provided that a Base Rate Borrowing or a Daily Simple SOFR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate applicable Term Loan Commitments or Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2A.5. No more than twelve (12) Term SOFR Borrowings and Daily Simple SOFR Borrowings may be outstanding at any one time under the Revolving Facility.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Facility Termination Date (in the case of a Borrowing of Revolving Loans) or the Initial Term Loan Maturity Date (in the case of a Borrowing of Initial Term Loans).

2.3 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by submitting a Borrowing Request (a) in the case of a Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of a Base Rate Borrowing or Daily Simple SOFR Borrowing, not later than 12:00 p.m., New York City time, on the date (which date, in the case of a Daily Simple SOFR Borrowing, shall be a U.S. Government Securities Business Day) of the proposed Borrowing; provided that any such notice of a Base Rate Borrowing or Daily Simple SOFR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2A.5 may be given not later than 10:00 a.m., New York City time, on the date (which date, in the case of a Daily Simple SOFR Borrowing, shall be a U.S. Government Securities Business Day) of the proposed Borrowing. Each such Borrowing Request shall be irrevocable (subject to Section 3.3(b)(v) and the proviso to this sentence) and shall be signed by an Authorized Officer; provided that such notice may state that such notice is conditioned upon the effectiveness of a permitted transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such Borrowing Request shall specify the following information in compliance with Section 2.2: (i) the Borrower requesting such Borrowing; (ii) the Class and Type of the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Term SOFR Borrowing, the initial Interest Period to be applicable thereto; and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.10. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Term SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

2.4 Applicable Margins.

(a) Prior to Parent obtaining an Investment Grade Rating, the Applicable Margins to be used in calculating the interest rate applicable to different Classes and Types of Borrowings and the Facility Fee Rate to be used in calculating the Facility Fee shall be determined based on the ratio of Consolidated Outstanding Indebtedness to Consolidated Market Value Ratio as set forth in the compliance certificate most recently delivered by Parent pursuant to Section 6.1 then falls in the table set forth below (each such range a “Level”):

Level	ConsolidatedOutstandingIndebtednesstoConsolidatedMarket Value Ratio	Applicable<br>Margin forSOFRLoansunder theRevolvingFacility andthe FacilityLetter ofCredit Fee	ApplicableMarginfor BaseRateLoansunder theRevolvingFacility	FacilityFeeRate	Applicable<br>Margin forSOFRLoansunder theInitialTerm LoanFacility	ApplicableMargin forBase RateLoans underthe InitialTerm LoanFacility
1	Less than 0.35 to 1.00	1.25%	0.25%	0.20%	1.40%	0.40%
2	Greater than or equal to 0.35 to 1.00 but less than 0.40 to 1.00	1.35%	0.35%	0.20%	1.50%	0.50%
3	Greater than or equal to 0.40 to 1.00 but less 0.45 to 1.00	1.40%	0.40%	0.20%	1.55%	0.55%
4	Greater than or equal to 0.45 to 1.00 but less than 0.50 to 1.00	1.45%	0.45%	0.25%	1.65%	0.65%
5	Greater than or equal to 0.50 to 1.00 but less 0.55 to 1.00	1.55%	0.55%	0.30%	1.80%	0.80%
6	Greater than or equal to 0.55 to 1.00	1.70%	0.70%	0.35%	2.00%	1.00%

Any adjustment to the foregoing Applicable Margins shall be effective as of the first day of the calendar month immediately following the month during which Parent delivers to the Administrative Agent the applicable compliance certificate pursuant to Section 6.1 evidencing the required change. If it is subsequently determined that any financial or other information provided by Borrower or Parent for purposes of calculating the ratio of Consolidated Outstanding Indebtedness to Consolidated Market Value Ratio (such information, the “Borrower Information”) was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by Parent) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were (i) lower than they should have been had the correct information been timely provided, then, (x) such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information for such period, (y) the Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and (z) the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each applicable Lender, within five (5) Business Days of receipt of such written notice, (ii) higher than they should have been had the correct information been timely provided, then, such interest and such fees for such period shall not be required to be recalculated using correct Borrower Information, and (iii) lower in one or more periods and higher in one or more periods than they should have been had the correct information been timely provided for such periods, then, (x) such interest rate and such fees for such periods shall automatically recalculated using correct Borrower Information for such periods, (y) the Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and (z) the Borrower shall pay such additional interest or fees (limited, for the avoidance of doubt, to the positive difference over all such affected periods) due to the Administrative Agent, for the account of each applicable Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees **** required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s or any Lender’s other rights under this Agreement.

(b) Upon Parent obtaining an Investment Grade Rating, the Applicable Margins to be used in calculating the interest rate applicable to different Classes and Types of Borrowings and the Facility Fee Rate to be used in calculating the Facility Fee shall vary from time to time in accordance with Parent’s then applicable Credit Rating corresponding to the Level in the first column of the table below:

Level	Credit Rating	Applicable<br>Margin forSOFR Loansunder theRevolvingFacility and theFacility Letterof Credit Fee	ApplicableMargin forBase RateLoans underthe RevolvingFacility	FacilityFeeRate	Applicable<br>Margin forSOFRLoansunder theInitialTerm LoanFacility	ApplicableMargin forBase RateLoans underthe InitialTerm LoanFacility
1	A/A2 (or higher)	0.70%	0.00%	0.10%	0.75%	0.00%
2	A-/A3	0.725%	0.00%	0.125%	0.80%	0.00%
3	BBB+/Baa1	0.775%	0.00%	0.15%	0.85%	0.00%
4	BBB/Baa2	0.85%	0.00%	0.20%	1.00%	0.00%
5	BBB-/Baa3	1.05%	0.05%	0.25%	1.20%	0.20%
6	BB+/Ba1 (or lower or unrated)	1.40%	0.40%	0.30%	1.60%	0.60%

If at any time Parent has two (2) applicable Credit Ratings, the Applicable Margins and Facility Fee Rate shall be the rate per annum applicable to the highest applicable Credit Rating; provided that if the highest applicable Credit Rating and the lowest applicable Credit Rating are more than one ratings category apart, the Applicable Margins and Facility Fee Rate shall be the rate per annum applicable to applicable Credit Rating that is one ratings category below the highest applicable Credit Rating. If at any time Parent has three (3) applicable Credit Ratings, and such applicable Credit Ratings are split, then: (A) if the difference between the highest and the lowest such applicable Credit Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Margins and Facility Fee Rate shall be the rate per annum that would be applicable if the highest of the applicable Credit Rating were used; and (B) if the difference between such applicable Credit Ratings is two (2) ratings categories (e.g. Baa1 by Moody’s and BBB- by S&P or Fitch) or more, the Applicable Margins and Facility Fee Rate shall be the rate per annum that would be applicable if the average of the two (2) highest applicable Credit Ratings were used, provided that if such average is not a recognized rating category, then the Applicable Margin and Facility Fee Rate shall be the rate per annum that would be applicable if the second highest applicable Credit Rating of the three were used. If at any time Parent has only one applicable Credit Rating, the Applicable Margins and Facility Fee Rate shall be the rate per annum applicable to such applicable Credit Rating.

If Parent does not have an Investment Grade Rating, the Applicable Margin and Facility Fee Rate shall be the rate per annum applicable to Level 6 in the table above.

If a rating agency downgrade or discontinuance results in an increase in the Applicable Margins or in the Facility Fee Rate and if such increase is reversed and the Applicable Margins or Facility Fee Rate is restored within ninety (90) days thereafter, at Parent’s or the Borrower’s request, the Borrower shall receive a credit against interest next due the Lenders equal to (i) interest accrued at the differential between such Applicable Margins plus (ii) the differential in the Facility Fees accruing from time to time during such period of downgrade or discontinuance.

If a rating agency upgrade results in decrease in the Applicable Margins or in the Facility Fee Rate and if such upgrade is reversed and the Applicable Margins or Facility Fee Rate is restored within ninety (90) days thereafter, the Borrower shall be required to pay an amount to the Lenders equal to the interest differential on the Borrowings and the differential on the Facility Fees during such period of upgrade.

2.5 Final Principal Payment. The Borrower hereby unconditionally promises to pay (a) all outstanding Borrowings of Revolving Loans and all other unpaid Obligations in respect of the Revolving Facility in full on the Revolving Facility Termination Date, (b) all outstanding Borrowings of Initial Term Loans and all other unpaid Obligations in respect of the Initial Term Loan Facility in full on the Initial Term Loan Maturity Date.

2.6 Facility Fee; Ticking Fee.

(a) Facility Fee. Subject to Section 2.22(a), the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee (the “Facility Fee”) calculated for each day after the Closing Date through the Revolving Facility Termination Date at a per annum rate equal to the Facility Fee Rate in effect for such day (converted to a per diem rate) times the Aggregate Revolving Commitment (whether or not utilized) as of such day. The Facility Fee shall be payable quarterly in arrears on the last day of each calendar quarter hereafter beginning December 31, 2024 (for the period from the Closing Date through December 31, 2024) and continuing on the last day of each calendar quarter thereafter, with any accrued and unpaid Facility Fee due and payable on the Revolving Facility Termination Date (for the period from the first day of the quarter during which the Revolving Facility Termination Date occurs through the Revolving Facility Termination Date). Notwithstanding the foregoing, all accrued Facility Fees shall be payable on the effective date of any reduction in the Aggregate Revolving Commitment or any termination of the obligations of the Lenders to make Revolving Loans hereunder.

(b) Ticking Fee. Subject to Section 2.22(a), the Borrower agrees to pay to the Administrative Agent for the account of each Term Loan Lender with an Initial Term Loan Commitment a ticking fee (the “Ticking Fee”) calculated for each day commencing on the date that is ninety (90) days after the Closing Date through the Term Loan Availability Termination Date at a per annum rate equal to 0.20% times the aggregate amount of the Initial Term Loan Commitments as of such day. The Ticking Fee shall be payable quarterly in arrears on the last day of each calendar quarter hereafter commencing with March 31, 2025 (for the period from the date that is ninety (90) days after the Closing Date through March 31, 2025) and continuing on the last day of each calendar quarter thereafter, with any accrued and unpaid Ticking Fee due and payable on the Term Loan Availability Termination Date (for the period from the first day of the quarter during which the Term Loan Availability Termination Date occurs through the Term Loan Availability Termination Date). Notwithstanding the foregoing, all accrued Ticking Fees shall be payable on the effective date of any reduction in the Initial Term Loan Commitments or any termination of the obligations of the Lenders to make Initial Term Loans hereunder.

2.7 Other Fees. The Borrower agrees to pay all fees payable to the Administrative Agent and the Joint Lead Arrangers pursuant to the Fee Letters and as may be otherwise agreed to in writing from time to time by Borrower and the Administrative Agent and/or the Joint Lead Arrangers.

2.8 Principal Payments.

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic mail) or electronic mail of any prepayment hereunder (i) in the case of prepayment of a Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three (3) U.S. Government Securities Business Days before the date of prepayment or (ii) in the case of prepayment of a Base Rate Borrowing or Daily Simple SOFR Borrowing, not later than 12:00 p.m., New York City time, on the date (which date, in the case of a Daily Simple SOFR Borrowing, shall be a U.S. Government Securities Business Day) of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.1(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.1(b). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.2. Each prepayment of a Borrowing of an applicable Class shall be applied ratably to the Loans of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.15 and any break funding payments required by Section 3.4.

2.9 Funding of Borrowings. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, in immediately available funds, not later than 2:00 p.m., New York City time, in the case of fundings to an account in New York City, or 2:00 p.m., local time, in the case of fundings to an account in another jurisdiction. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the applicable Borrowing Request, which account must be in the name of the Borrower provided that Base Rate Loans or Daily Simple SOFR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2A.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

2.10 Interest Elections.

(a) Each Borrowing initially shall be of the Class and Type specified in the applicable Borrowing Request and, in the case of a Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans of the applicable Class comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding the foregoing, the Borrower may not (i) elect an Interest Period for Term SOFR Loans that does not comply with Section 2.2(d), (ii) elect to convert any Base Rate Loans or Daily Simple SOFR Loans to Term SOFR Loans that would result in the number of Term SOFR Borrowings exceeding the maximum number of Term SOFR Borrowings permitted under Section 2.2(c), or (iii) elect an Interest Period for Term SOFR Loans unless the aggregate outstanding principal amount of Term SOFR Loans (including any Term SOFR Loans made to the Borrower on the date that such Interest Period is to begin) to which such Interest Period will apply complies with the requirements as to minimum principal amount set forth in Section 2.2(c).

(b) To make an election pursuant to this Section (an “Interest Election Request”), the Borrower shall notify the Administrative Agent of such election by the time that a Borrowing Request would be required under Section 2.3 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Interest Election Request signed by an Authorized Officer of the Borrower substantially in the form of Exhibit C hereto (hereinafter referred to as a “Conversion/Continuation Notice”).

(c) Each Conversion/Continuation Notice shall specify the following information in compliance with Section 2.2 and paragraph (a) of this Section: (i) the Borrowing to which such Conversion/Continuation Notice applies; (ii) the effective date of the election made pursuant to such Conversion/Continuation Notice, which shall be a Business Day; (iii) whether the resulting Borrowing is to be a Base Rate Borrowing, a Daily Simple SOFR Borrowing or a Term SOFR Borrowing; and (iv) if the resulting Borrowing is a Term SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election. If any such Conversion/Continuation Notice requests a Term SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of a Conversion/Continuation Notice, the Administrative Agent shall advise each relevant Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Conversion/Continuation Notice with respect to a Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Base Rate Borrowing.

2.11 Changes in Interest Rate, Etc.

(a) (x) The Loans comprising each Base Rate Borrowing of Revolving Loans shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Loans under the Revolving Facility and (y) the Loans comprising each Base Rate Borrowing of Initial Term Loans shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Loans under the Initial Term Loan Facility.

(b) (x) The Loans comprising each Term SOFR Borrowing of Revolving Loans shall bear interest at Adjusted Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin for Term SOFR Loans under the Revolving Facility and (y) the Loans comprising each Term SOFR Borrowing of Initial Term Loans shall bear interest at Adjusted Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin for Term SOFR Loans under the Initial Term Loan Facility.

(c) (x) The Loans comprising each Daily Simple SOFR Borrowing of Revolving Loans shall bear interest at a rate per annum equal to Adjusted Daily Simple SOFR plus the Applicable Margin for Daily Simple SOFR Loans under the Revolving Facility and (y) the Loans comprising each Daily Simple SOFR Borrowing of Initial Term Loans shall bear interest at a rate per annum equal to Adjusted Daily Simple SOFR plus the Applicable Margin for Daily Simple SOFR Loans under the Initial Term Loan Facility.

2.12 Rates Applicable After Default. Notwithstanding anything to the contrary contained in Section 2.9 or 2.10, during the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) no Borrowing may be made as, converted into or continued as a Term SOFR Borrowing and (ii) unless repaid, each Term SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto. During the continuance of a Default described in Sections 7.1, 7.2, 7.7 or 7.8 or, at the option of the Required Lenders during the continuance of any other Default by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), (i) each Term SOFR Borrowing shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus two percent (2%) per annum and (ii) each Base Rate Borrowing and Daily Simple SOFR Borrowing shall bear interest at a rate per annum equal to the interest rate otherwise applicable to such Borrowing plus 2% per annum. If any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2%) plus the rate otherwise applicable to such Loan or (ii) in the case of any other amount, two percent (2%) plus the rate applicable to Base Rate Loans.

2.13 Method of Payment.

(i) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Office, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by 1:00 p.m. New York time on the date when due. Each such payment shall be made in Dollars.

(ii) All payments of the Obligations hereunder shall be applied ratably by the Administrative Agent among the Lenders of the applicable Class. As provided elsewhere herein, all Lenders’ interests in the Loan Documents and the Borrowings of a Class shall be ratable undivided interests and none of such Lenders’ interests shall have priority over the others. Each payment in respect of a Class of Loans delivered to the Administrative Agent for the account of any Lender or amount to be applied or paid by the Administrative Agent to any Lender shall be paid promptly (on the same day as received by the Administrative Agent if received prior to 1:00 p.m. New York time, and otherwise on the next succeeding Business Day) by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. Payments received by the Administrative Agent but not timely funded to the Lenders shall bear interest payable by the Administrative Agent at the Federal Funds Rate from the date due until the date paid.

(iii) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.9, 2.20, 2A.5, 2A.6(b) or 10.8, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (A) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (B) hold any such amounts in a segregated account as cash collateral for, and application to, any such unsatisfied obligations of such Lender under any such Section or any contingent reimbursement obligations of such Lender with respect to then outstanding Facility Letters of Credit until all such unsatisfied obligations are fully paid, in the case of each of clauses (A) and (B) above, in any order as determined by the Administrative Agent in its discretion.

2.14 Notes; Telephonic Notices. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall maintain the Register in accordance with Section 12.3(d). The entries made in the records maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations recorded therein absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the records maintained by any Lender and the records maintained by the Administrative Agent in such matters, the records of the Administrative Agent shall control in the absence of manifest error. Any Lender may request that Loans made by it be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender and its registered assigns. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 12.3) be represented by one or more Notes.

2.15 Interest Payment Dates; Interest and Fee Basis. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.12 shall be payable on demand and (ii) in the event of any conversion of any Term SOFR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. Interest computed by reference to Term SOFR, Daily Simple SOFR or the Base Rate (other than at times when the Base Rate is based on the Prime Rate) hereunder, and all other computations of fees hereunder, shall be computed on the basis of a year of 360 days. Interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Base Rate, Adjusted Term SOFR, Term SOFR, Adjusted Daily Simple SOFR or Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest shall be payable for the day a Borrowing is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of fees or principal of or interest on a Borrowing shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

2.16 Notification of Borrowings, Interest Rates and Prepayments. The Administrative Agent will notify each Lender of the contents of each Borrowing Request, Conversion/Continuation Notice, and repayment notice received by it hereunder not later than the close of business on the Business Day such notice is received by the Administrative Agent (or such earlier time as is required by Section 2.3).

2.17 Lending Installations. Subject to Section 3.6, each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Notes shall be deemed held by each Lender for the benefit of such Lending Installation. Each Lender may, by written notice to the Administrative Agent and the Borrower, designate a Lending Installation through which Loans will be made by it and for whose account Loan payments are to be made.

2.18 Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the time at which it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made or will be made by such time. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Rate for such day or (ii) in the case of payment by the Borrower, the interest rate applicable to the Base Rate Loans. If such Lender so repays such amount and interest thereon to the Administrative Agent within one (1) Business Day after such demand, all interest accruing on the Loan not funded by such Lender during such period shall be payable to such Lender when received from the Borrower.

2.19 Mitigation Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 3.1 or Section 3.2, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 3.1, 3.2 or 3.5, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (w) any Lender requests compensation under Section 3.1 or Section 3.2, or (x) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5, or (y) any Lender becomes Defaulting Lender, or (z) any Lender has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 8.2, requires the consent of all Lenders or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1, 3.2 or 3.5) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld, (ii) subject to the Borrower’s rights with respect to Defaulting Lenders under Section 2.22, such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Facility Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.1 or Section 3.2 or payments required to be made pursuant to Section 3.5, such assignment will result in a reduction in such compensation or payments, and (iv) in the case of any such assignment resulting from a Lender’s refusal to consent to a proposed amendment, modification, waiver, termination or consent, the assignee shall approve the proposed amendment, modification, waiver, termination or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided that any such documents shall be without recourse to or warranty by the parties thereto.

2.20 Application of Moneys Received. All moneys collected or received by the Administrative Agent on account of the Revolving Facility directly or indirectly, shall be applied in the following order of priority, subject to Section 2.13(iii) and Section 2.22:

(i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 9.7 and amounts pursuant to Section 2.7 payable to the Administrative Agent in its capacity as such);

(ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement obligations in respect of LC Disbursements, interest and Facility Letter of Credit fees) payable to the Lenders and the Issuing Lenders (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Lenders payable under Section 9.7) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them;

(iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Facility Letter of Credit fees and charges and interest on the Loans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (iii) payable to them;

(iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Facility Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2A.9 or 2.22, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Lenders to cash collateralize Obligations in respect of Facility Letters of Credit, (y) subject to Section 2A.9 or 2.22, amounts used to cash collateralize the aggregate amount of Facility Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Facility Letters of Credit as they occur and (z) upon the expiration of any Facility Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 2.20;

2.21 Usury. This Agreement and each Note are subject to the express condition that at no time shall the Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the Loan Documents, the Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the interest rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until Payment in Full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.22 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unused portion of the Revolving Commitment and Term Loan Commitment of such Defaulting Lender pursuant to Section 2.6, and fees shall continue to accrue on the used portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.6, but shall not be payable to such Defaulting Lender by the Borrower until such Defaulting Lender ceases to be a Defaulting Lender, if ever;

(b) the Commitments, Term Loans and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders, Required Revolving Lenders or Required Term Loan Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.2); provided that any waiver, amendment or modification that increases the Commitment of a Defaulting Lender, forgives all or any portion of the principal amount of any Loan or Reimbursement Obligation or interest thereon owing to a Defaulting Lender, reduces the Applicable Margin on the underlying interest rate owing to a Defaulting Lender or extends the Revolving Facility Termination Date or Initial Term Loan Maturity Date shall require the consent of such Defaulting Lender;

(i) so long as no Default or Unmatured Default has occurred and is continuing, all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Percentages but only to the extent the sum of all non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Lender only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2A.9 and Section 8.1 for so long as such LC Exposure is outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees, and such fees shall not accrue, to such Defaulting Lender pursuant to Section 2A.8 with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2A.8(a) shall be adjusted in accordance with such non-Defaulting Lenders’ reallocated Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2A.8(a) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Lender until and to the extent that such LC Exposure is reallocated and/or cash collateralized;

(d) so long as such Lender is a Defaulting Lender, the Issuing Lender shall not be required to issue, amend or increase any Facility Letter of Credit, unless the Defaulting Lender’s then outstanding LC Exposure will be one hundred percent (100%) covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.22(c), and participating interests in any newly issued or increased Facility Letter of Credit shall be allocated among non- Defaulting Lenders in a manner consistent with Section 2.22(c)(i) (and such Defaulting Lender shall not participate therein); and

(e) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.20 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.1 or 11.2 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Borrower may request (so long as no Unmatured Default or Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect to such Defaulting Lender with respect to future Facility Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Unmatured Default or Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans of a Class or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Facility Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of a Class of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such class of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans of such Class and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure are held by the Revolving Lenders pro rata in accordance with the Revolving Commitments without giving effect to clause (c) above and all Term Loans of each Class are held by the Term Loan Lenders of such Class pro rata as if there had been no Defaulting Lenders of such Class. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

If (i) a Bankruptcy Event or Bail-In Action with respect to a parent company of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) the Issuing Lender has a good faith belief that any Lender has defaulted or will default in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Issuing Lender shall not be required to issue, amend or increase any Facility Letter of Credit, unless the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be one hundred percent (100%) covered by the Revolving Commitments of the non-Defaulting Lenders or the Issuing Lender shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Issuing Lender to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower and the Issuing Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders and the funded and unpaid participations of the other Lenders in the Facility Letters of Credit as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Percentage.

2.23 Extensions of Termination Date.

(a) Extension of Revolving Facility Termination Date. The Borrower shall have two (2) options (each, a “Revolving Facility Extension Option”) to extend the then applicable Revolving Facility Termination Date for a period of six (6) months per extension (for a total extension of one (1) year). Subject to the conditions set forth below, the Borrower may exercise a Revolving Facility Extension Option by delivering a written notice to Administrative Agent (who shall provide such notice, promptly upon receipt, to each of the Lenders) not more than one hundred eighty (180) days and not less than sixty (60) days prior to the then applicable Revolving Facility Termination Date (a “Revolving Facility Notice to Extend”), stating that the Borrower has elected to extend the Revolving Facility Termination Date by six (6) months. The Borrower’s right to exercise each Revolving Facility Extension Option shall be subject to the following terms and conditions: (i) there shall exist no Default or Unmatured Default on both the date the Borrower delivers the Revolving Facility Notice to Extend to the Administrative Agent and on the then applicable scheduled Revolving Facility Termination Date; (ii) the Borrower shall have paid to the Administrative Agent for the account of each Lender for each extension an extension fee equal to 0.0625% of such Lender’s percentage share of the Aggregate Revolving Commitment simultaneously with delivery of the Revolving Facility Notice to Extend; (iii) the representations and warranties of Parent and the Borrower contained in Article V shall be true and correct in all material respects as of the date the Borrower delivers the Revolving Facility Notice to Extend and the applicable Revolving Facility Termination Date; provided that any representation or warranty that is qualified as to “materiality”, Material Adverse Effect or similar language shall be true and correct in all respects on such date and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct on and as of such earlier date; and (iv) Parent shall deliver to the Administrative Agent an officer’s certificate certifying as to the matters set forth in the foregoing clauses (i) and (iii).

(b) Extension of Initial Term Loan Maturity Date. The Borrower shall have two (2) options (each, a “Term Loan Extension Option”) to extend the then applicable Initial Term Loan Maturity Date for a period of one (1) year per extension (for a total extension of two (2) years). Subject to the conditions set forth below, the Borrower may exercise a Term Loan Extension Option by delivering a written notice to Administrative Agent (who shall provide such notice, promptly upon receipt, to each of the Lenders) not more than one hundred eighty (180) days and not less than sixty (60) days prior to the then applicable Initial Term Loan Maturity Date (a “Term Loan Notice to Extend”), stating that the Borrower has elected to extend the Initial Term Loan Maturity Date by one (1) year. The Borrower’s right to exercise each Term Loan Extension Option shall be subject to the following terms and conditions: (i) there shall exist no Default or Unmatured Default on both the date the Borrower delivers the Term Loan Notice to Extend to the Administrative Agent and on the then applicable scheduled Initial Term Loan Maturity Date; (ii) the Borrower shall have paid to the Administrative Agent for the account of each Lender for each extension an extension fee equal to 0.125% of such Lender’s percentage of the aggregate amount of the Initial Term Loans then outstanding simultaneously with delivery of the Term Loan Notice to Extend; (iii) the representations and warranties of Parent and the Borrower contained in Article V shall be true and correct in all material respects as of the date the Borrower delivers the Term Loan Notice to Extend and the applicable Initial Term Loan Maturity Date; provided that any representation or warranty that is qualified as to “materiality”, Material Adverse Effect or similar language shall be true and correct in all respects on such date and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct on and as of such earlier date; and (iv) Parent shall deliver to the Administrative Agent an officer’s certificate certifying as to the matters set forth in the foregoing clauses (i) and (iii).

2.24 Initial Benchmark Conforming Changes(a) . In connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of any Benchmark.

ARTICLE IIA

THE LETTER OF CREDIT SUB-FACILITY

2A.1 Obligation to Issue. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Parent and the Borrower herein set forth, each Issuing Lender hereby agrees to issue for the account of the Borrower and its Subsidiaries, one or more Facility Letters of Credit denominated in Dollars in accordance with this Article 2A, from time to time during the period commencing on the date hereof and ending on the fifth (5^th^) Business Day prior to the Revolving Facility Termination Date. If requested by the Issuing Lender, the Borrower also shall submit a letter of credit application on the Issuing Lender’s standard form in connection with any request for a Facility Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Lender relating to any Facility Letter of Credit, the terms and conditions of this Agreement shall control.

Notwithstanding anything herein to the contrary, the Issuing Lenders shall have no obligation hereunder to issue any Facility Letter of Credit if:

(a) the proceeds of such Facility Letter of Credit would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement;

(b) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Facility Letter of Credit, or any law applicable to such Issuing Lender shall prohibit, or require that such Issuing Lender refrain from, the issuance of letters of credit generally or such Facility Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Facility Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Lender in good faith deems material to it; or

(c) the issuance of such Facility Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally.

2A.2 Types and Amounts. The Issuing Lenders shall not:

(a) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Facility Letters of Credit issued by such Issuing Lender, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Lender;

(b) unless such Issuing Lender otherwise consents, issue any Facility Letter of Credit if, after giving effect thereto, (x) the aggregate undrawn amount of all outstanding Facility Letters of Credit issued by any Issuing Lender plus the aggregate amount of all LC Disbursements made by such Issuing Lender that have not been reimbursed by or on behalf of the Borrower would exceed its Letter of Credit Commitment or (y) the Revolving Exposure of any Issuing Lender would exceed its Revolving Commitment;

(c) issue any Facility Letter of Credit if, after giving effect thereto, the LC Exposure would exceed $35,000,000 (or such greater amount as may be increased in connection with any Incremental Commitment with the consent of all Issuing Lenders), or the Total Revolving Exposure would exceed the Aggregate Revolving Commitments; or

(d) issue any Facility Letter of Credit having an expiration date (including after giving effect to the third sentence in the definition of “LC Exposure”) which is later than five (5) Business Days prior to the Revolving Facility Termination Date; provided, that a Facility Letter of Credit may contain automatic extension provisions to extend such date, but not to a date which is later than the earlier of (x) five (5) Business Days prior to the Revolving Facility Termination Date and (y) the date that is one (1) year after the current expiration date of such Facility Letter of Credit.

The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Lender with the consent of such Issuing Lender; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Lender if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied.

2A.3 Conditions. In addition to being subject to the satisfaction of the conditions contained in Section 2A.1, Section 2A.2 and Section 4.2 hereof, the obligation of the Issuing Lender to issue any Facility Letter of Credit is subject to the Borrower shall have delivered to the Issuing Lender at such times and in such manner as the Issuing Lender may reasonably prescribe such documents and materials as may be reasonably required pursuant to the terms of the proposed Facility Letter of Credit (it being understood that if any inconsistency exists between such documents and the Loan Documents, the terms of the Loan Documents shall control) and the proposed Facility Letter of Credit shall be reasonably satisfactory to the Issuing Lender as to form and content.

2A.4 Procedure for Issuance of Facility Letters of Credit.

(a) The Borrower shall give the Issuing Lenders and the Administrative Agent at least five (5) Business Days’ prior written notice of any requested issuance of a Facility Letter of Credit under this Agreement (a “Letter of Credit Request”) (except that, in lieu of such written notice, the Borrower may give the Issuing Lenders and the Administrative Agent telephonic notice of such request if confirmed in writing by delivery to the Issuing Lenders and the Administrative Agent immediately of a telecopy of the written notice required hereunder); such notice shall be irrevocable and shall specify:

(i) the identity of the Issuing Lender selected to issue the Facility Letter of Credit requested (it being agreed that the Borrower shall use commercially reasonable efforts to cause the Facility Letters of Credit to be issued by the Issuing Lenders on a proportionate basis in accordance with their proportionate share of the Letter of Credit Commitments); and

(ii) the stated amount of the Facility Letter of Credit requested (which stated amount shall not be less than $50,000); and

(iii) the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit (the “Issuance Date”); and

(iv) the date on which such requested Facility Letter of Credit is to expire (which date shall be a Business Day and shall in no event be later than the latest permissible date pursuant to Section 2A.2; and

(v) the purpose for which such Facility Letter of Credit is to be issued; and

(vi) the full name and the address of the Person for whose benefit the requested Facility Letter of Credit is to be issued.

(b) At the time such request is made, the Borrower shall also provide the Administrative Agent and the Issuing Lender with a copy of the form of the Facility Letter of Credit that the Borrower is requesting be issued, which shall be subject to the approval of the Issuing Lender. Such notice, to be effective, must be received by such Issuing Lender and the Administrative Agent not later than 3:00 p.m. (New York time) on the last Business Day on which notice can be given under this Section 2A.4(a). A Facility Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Facility Letter of Credit the Borrower and the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $35,000,000 (or such greater amount as may be increased in connection with any Incremental Commitment with the consent of all Issuing Lenders), (ii) the Total Revolving Exposure shall not exceed the Aggregate Revolving Commitments, (iii) the aggregate undrawn amount of all outstanding Facility Letters of Credit issued by any Issuing Lender plus the aggregate amount of all LC Disbursements made by such Issuing Lender that have not been reimbursed by or on behalf of the Borrower shall not exceed its Letter of Credit Commitment (unless such Issuing Lender otherwise consents), and (iv) the Revolving Exposure of any Issuing Lender shall not exceed its Revolving Commitment (unless such Issuing Lender otherwise consents). A Facility Letter of Credit shall not be issued, extended or renewed if the Issuing Lender has received written notice from the Administrative Agent at least one (1) Business Day prior to the date of such requested issuance, extension or renewal, that one or more applicable conditions contained in Section 4.2 shall not be satisfied.

(c) Subject to the terms and conditions of this Article IIA and provided that the applicable conditions set forth in Section 4.2 hereof have been satisfied, such Issuing Lender shall, on the Issuance Date, issue a Facility Letter of Credit on behalf of the Borrower in accordance with the Letter of Credit Request and the Issuing Lender’s usual and customary business practices unless the Issuing Lender has actually received (i) written notice from the Borrower specifically revoking the Letter of Credit Request with respect to such Facility Letter of Credit, (ii) written notice from the Administrative Agent, which complies with the provisions of Section 2A.6(a), or (iii) written or telephonic notice from the Administrative Agent stating that the issuance of such Facility Letter of Credit would violate Section 2A.2.

(d) The Issuing Lender shall give the Administrative Agent and the Borrower written notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance of a Facility Letter of Credit (the “Issuance Notice”).

(e) The Issuing Lender shall not extend or amend any Facility Letter of Credit unless the requirements of this Section 2A.4 are met as though a new Facility Letter of Credit was being requested and issued.

2A.5 Reimbursement Obligations; Duties of Issuing Lender.

(a) If the applicable Issuing Lender shall make any LC Disbursement in respect of a Facility Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in Dollars, not later than 12:00 noon, New York City time on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, as applicable, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, as applicable, on the Business Day immediately following the day that the Borrower receives such notice; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.3 or 2.4 that such payment be financed in Dollars with a Base Rate Borrowing or Daily Simple SOFR Borrowing under the Revolving Facility in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. If the Borrower fails to make such payment when due, then the Administrative Agent shall promptly notify the applicable Issuing Lender and each other Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent in Dollars its Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.6 with respect to Loans made by such Lender (and Section 2.10 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement (other than the funding of Base Rate Loans or Daily Simple SOFR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(b) If an Issuing Lender shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made (in the local time where the LC Disbursement is made regardless of when such reimbursement is due under Section 2A.5(a)), the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Base Rate Borrowings; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (a) of this Section, then Section 2.12 shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2A.5 to reimburse such Issuing Lender shall be for the account of such Lender to the extent of such payment.

2A.6 Participation.

(a) Immediately upon issuance by the Issuing Lender of any Facility Letter of Credit in accordance with the procedures set forth in Section 2A.4, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Lender, without recourse, representation or warranty, an undivided interest and participation equal to such Lender’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and any security therefor or guaranty pertaining thereto; provided that a Facility Letter of Credit issued by the Issuing Lender shall not be deemed to be a Facility Letter of Credit for purposes of this Section 2A.6 if the Issuing Lender shall have received written notice from the Administrative Agent on or before the Business Day prior to the date of its issuance of such Facility Letter of Credit that one or more of the conditions contained in Section 2A.2 is not then satisfied, and in the event the Issuing Lender receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn or the Issuing Lender receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Revolving Lender’s obligation to make further Revolving Loans to the Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or issue any Letters of Credit on behalf of the Borrower shall be reduced by such Lender’s Percentage of each Facility Letter of Credit outstanding.

(b) In the event that the Issuing Lender makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Lender pursuant to Section 2A.7 hereof, the Issuing Lender shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Lender of such failure, and each Revolving Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Lender the amount of such Lender’s Percentage of each LC Disbursement made by such Issuing Lender in Dollars and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. The failure of any Revolving Lender to make available to the Administrative Agent for the account of any Issuing Lender its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Lender its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made.

(c) Whenever the Issuing Lender receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Lender shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender’s Percentage thereof.

(d) Upon the request of the Administrative Agent or any Lender, an Issuing Lender shall furnish to the Administrative Agent or such Lender copies of any Facility Letter of Credit to which that Issuing Lender is party and such other documentation as may reasonably be requested by the Administrative Agent or such Lender.

(e) The obligations of a Lender to make payments to the Administrative Agent for the account of each Issuing Lender with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Lender to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit and shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

2A.7 Payment of Reimbursement Obligations.

(a) The Borrower agrees to pay to each Issuing Lender the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuing Lender under or in connection with any Facility Letter of Credit when due in accordance with Section 2A.5(a) above, and the Borrower’s obligation to reimburse in accordance with Section 2A.5(a) shall be absolute, unconditional and irrevocable, irrespective of any claim, set-off, defense or other right which the Borrower may have at any time against any Issuing Lender or any other Person, under all circumstances, including without limitation any of the following circumstances:

(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents, or any term or provision therein;

(ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower and the beneficiary named in any Facility Letter of Credit);

(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect;

(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

(v) the occurrence of any Default or Unmatured Default;

(vi) payment by the respective Issuing Lender under a Facility Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Facility Letter of Credit; or

(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.

Neither the Administrative Agent, the Lenders nor the Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Facility Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Facility Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation, or any consequence arising from causes beyond the control of the respective Issuing Lender; provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented under a Facility Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Lender (as finally determined by a court of competent jurisdiction), such Issuing Lender shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Facility Letter of Credit, an Issuing Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Facility Letter of Credit.

(b) In the event any payment by the Borrower received by the Issuing Lender with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Issuing Lender in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Issuing Lender, contribute such Lender’s Percentage of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Issuing Lender upon the amount required to be repaid by the Issuing Lender.

2A.8 Compensation for Facility Letters of Credit.

(a) Subject to Section 2.22, the Borrower shall pay to the Administrative Agent, for the ratable account of the Revolving Lenders, based upon such Lenders’ respective Percentages, a per annum fee (the “Facility Letter of Credit Fee”) with respect to the face amount of each Facility Letter of Credit (taking into account any reductions from time to time) that is equal to the Applicable Margin for Term SOFR Loans under the Revolving Facility. The Facility Letter of Credit Fee relating to any Facility Letter of Credit shall be due and payable quarterly in arrears on the last day of each calendar quarter hereafter (commencing with December 31, 2024) and, to the extent any such fees are then due and unpaid, on the Revolving Facility Termination Date. The Administrative Agent shall promptly remit such Facility Letter of Credit Fees, when paid, to the other Revolving Lenders in accordance with their Percentages thereof.

(b) The Issuing Lender also shall have the right to receive solely for its own account an issuance fee of 0.125% of the face amount of each Facility Letter of Credit (taking into account any reductions from time to time) issued by such Issuing Lender, payable by the Borrower for each such Facility Letter of Credit. The issuance fee relating to any Facility Letter of Credit shall be due and payable in full at the time of issuance thereof. The Issuing Lender shall also be entitled to receive its reasonable out-of-pocket costs and the Issuing Lender’s standard charges of issuing, amending and servicing Facility Letters of Credit and processing draws thereunder. The Borrower shall pay such other amounts when due to the Issuing Lender in accordance with such Issuing Lender’s standard schedule for such other amounts.

2A.9 Letter of Credit Collateral Account. The Borrower hereby agrees that it will, from the time a deposit is required pursuant to Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.22(c) until Obligations are satisfied and all Facility Letters of Credit have expired or been terminated, maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.22(c). In addition to the foregoing, the Borrower hereby grants to the Administrative Agent, for the benefit of itself, the Issuing Lender and the Lenders, a properly perfected security interest in and Lien on the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such account, any certificates or instruments from time to time evidencing or representing the Letter of Credit Collateral Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the payment and performance of the Obligations. The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any Lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 2A.9.

2A.10 Disbursement Procedures. The Issuing Lender for any Facility Letter of Credit shall, within the time allowed by applicable law or the specific terms of the Facility Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Facility Letter of Credit. Such Issuing Lender shall promptly after such examination notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy or electronic mail) of such demand for payment and if such Issuing Lender has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Lender and the Lenders with respect to any such LC Disbursement.

2A.11 Replacement and Resignation of an Issuing Lender. (i) An Issuing Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 2A.8. From and after the effective date of any such replacement, (x) the successor Issuing Lender shall have all the rights and obligations of an Issuing Lender under this Agreement with respect to Facility Letters of Credit to be issued by it thereafter and (y) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Facility Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Facility Letters of Credit or extend or otherwise amend any existing Facility Letter of Credit.

(ii) Subject to the appointment and acceptance of a successor Issuing Lender, any Issuing Lender may resign as an Issuing Lender at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such resigning Issuing Lender shall be replaced in accordance with Section 2A.11(i) above.

2A.12 Facility Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Facility Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Facility Letter of Credit, and without derogating from any rights of the applicable Issuing Lender (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Facility Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Lender hereunder for such Facility Letter of Credit (including to reimburse any and all drawings thereunder) as if such Facility Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Facility Letter of Credit other than defense of payment or performance. The Borrower hereby acknowledges that the issuance of such Facility Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

ARTICLE III

CHANGE IN CIRCUMSTANCES

3.1 Increased Costs. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in Adjusted Term SOFR) or the Issuing Lender;

(ii) impose on any Lender or the Issuing Lender or the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Facility Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Lender or such other Recipient of participating in, issuing or maintaining any Facility Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Lender or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as

due on any such certificate within thirty (30) days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof.

3.2 Capital Adequacy. If any Lender or the Issuing Lender determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Facility Letters of Credit held by, such Lender, or the Facility Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs or reductions incurred more than two hundred seventy (270) days prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the two hundred seventy (270) day period referred to above shall be extended to include the period of retroactive effect thereof.

3.3 Alternate Rate of Interest. (a) Subject to clause (b) of this Section 3.3, if:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term SOFR Borrowing, that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple SOFR or Adjusted Daily Simple SOFR; or

(ii) the Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term SOFR Borrowing, Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period or (B) at any time, Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.10 or a new Borrowing Request in accordance with the terms of Section 2.3, (1) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing and any Borrowing Request that requests a Term SOFR Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an Daily Simple SOFR Borrowing so long as Adjusted Daily Simple SOFR is not also the subject of Section 3.3(a)(i) or (ii) above or (y) a Base Rate Borrowing if Adjusted Daily Simple SOFR also is the subject of Section 3.3(a)(i) or (ii) above and (2) any Borrowing Request that requests an Daily Simple SOFR Borrowing shall instead be deemed to be a Borrowing Request, as applicable, for a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term SOFR Loan or Daily Simple SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 3.3(a) with respect to a Relevant Rate applicable to such Term SOFR Loan or Daily Simple SOFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.10 or a new Borrowing Request in accordance with the terms of Section 2.3, (1) any Term SOFR Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an Daily Simple SOFR Borrowing so long as Adjusted Daily Simple SOFR is not also the subject of Section 3.3(a)(i) or (ii) above or (y) a Base Rate Loan if Adjusted Daily Simple SOFR also is the subject of Section 3.3(a)(i) or (ii) above, on such day, and (2) any Daily Simple SOFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Loan.

(b) Benchmark Replacement Setting.

(i) Benchmark Replacement Setting. (A) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5^th^) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.3(b)(i)(A) will occur prior to the applicable Benchmark Transition Start Date. (B) No Financial Contract shall be deemed to be a “Loan Document” for purposes of this Section 3.3(b).

(ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.3(b)(iv). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.3(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.3(b).

(iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if any then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any affected SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

3.4 Funding Indemnification. With respect to Term SOFR Loans, if any payment of a ratable Term SOFR Borrowing occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a ratable Term SOFR Borrowing is not made, or is not continued, converted or prepaid on the date specified by the Borrower for any reason other than default by the Lenders or as a result of unavailability pursuant to Section 3.3, or the assignment of a ratable Term SOFR Borrowing pursuant to Section 2.19 shall occur on a date other than the last day of the applicable Interest Period, the Borrower will indemnify each Lender for any loss or cost (only if and to the extent that a Lender requests such indemnification from the Borrower) incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the ratable Term SOFR Borrowing, and shall pay all such losses or costs within fifteen (15) days after written demand therefor.

3.5 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.5, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.2 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.5(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 (or successor form) certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form), establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form), establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed copies of IRS Form W-8ECI (or successor form);

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form); or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY (or successor form), accompanied by IRS Form W-8ECI (or successor form), IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.5 (including by the payment of additional amounts pursuant to this Section 3.5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.5 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival. Each party’s obligations under this Section 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i) Defined Terms. For purposes of this Section 3.5, the term “Lender” includes any Issuing Lender and the term “applicable law” includes FATCA.

3.6 Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Term SOFR Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Borrowings under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount (provided that no Lender shall be required to disclose confidential or proprietary information) and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

ARTICLE IV

CONDITIONSPRECEDENT

4.1 Effectiveness. This Agreement shall not become effective and the Lenders shall not be required to make any Borrowing hereunder unless the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following (and in the case of any document to be delivered to the Administrative Agent, such document shall be reasonably satisfactory to the Administrative Agent):

(i) the duly executed originals of the Loan Documents, including the Notes, payable to each of the Lenders, this Agreement, and the Guaranty (which, subject to Article XIV, may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page);

(ii) certificates of good standing for each Loan Party from its state of incorporation, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Closing Date;

(iii) copies of the formation documents (including code of regulations, if appropriate) of each Loan Party certified by an Authorized Officer of each Loan Party, together with all amendments thereto;

(iv) incumbency certificates, executed by Authorized Officers of each Loan Party, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents on behalf of the applicable Loan Parties and to make borrowings hereunder on behalf of the Borrower, upon which certificates the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;

(v) copies, certified by a Secretary or an Assistant Secretary of each Loan Party, of the resolutions of the Board of Directors (or other comparable governing body) authorizing the Borrowings provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Loan Parties;

(vi) a written opinion of each of (x) Jones Day, lead counsel to the Loan Parties, and (y) Venable LLP, Maryland local counsel to Parent, each addressed to the Administrative Agent and the Lenders on the date hereof, and each in form and substance as the Administrative Agent may reasonably approve;

(vii) a certificate, signed by an Authorized Officer of Parent, stating that on the Closing Date, (x) no Default or Unmatured Default has occurred and is continuing, (y) all representations and warranties of Parent and the Borrower are true and correct in all material respects as of the Closing Date; provided that any representation or warranty that is qualified as to “materiality”, Material Adverse Effect or similar language shall be true and correct in all respects on the Closing Date and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified as to materiality, Material Adverse Effect or similar language, in all respects) on and as of such earlier date, and (z) there shall has not occurred or become known to Parent or Borrower any material adverse condition or material adverse change in or affecting the business, results of operations, property or financial condition of the Parent, the Borrower and their respective Subsidiaries, taken as a whole, since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Closing Date;

(viii) the financial statements of Parent and its Subsidiaries for the fiscal year ended on December 31, 2023 and fiscal quarter ended June 30, 2024 (the “Historical Financial Statements”) (provided that such condition may be satisfied by the provision of the financial statements of SITE and its Subsidiaries prior to the effectiveness of the Spin-Off Transaction for such periods);

(ix) UCC financing statement, judgment, and tax lien searches with respect to the Loan Parties from their respective states of organization;

(x) a completed Disbursement Instruction Agreement effective as of the Closing Date;

(xi) a pro-forma compliance certificate in substantially the form of Exhibit D as of the fiscal quarter ended June 30, 2024, executed by Parent’s chief financial officer or chief accounting officer and prepared after giving effect to the Spin-Off Transaction and the transactions contemplated by this Agreement;

(xii) evidence that all fees due and payable under Section 2.7, together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent, any Titled Agent and any of the Lenders under Section 9.7, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;

(xiii) (i) at least three (3) Business Days prior to the Closing Date, all documentation and other information regarding the Loan Parties requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this sub-clause (ii) shall be deemed to be satisfied);

(xiv) (w) evidence that the Spin-Off Transaction has been consummated in accordance with the Spin-Off Transaction Documents, (x) certified copies of the Spin-Off Transaction Documents and (y) the capital structure of Parent, the Borrower and their respective Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the Lenders; and

(xv) such other documents as Administrative Agent, any Lender or their respective counsel may have reasonably requested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

4.2 Each Borrowing. The Lenders shall not be required to make any Borrowing (other than any Borrowing constituting a conversion or continuation) and the Issuing Lender shall not be required to issue, amend, renew or extend any Facility Letters of Credit, unless on the applicable Borrowing Date or Issuance Date (or date of amendment, renewal or extension of a Facility Letter of Credit):

(i) there exists no Default or Unmatured Default; and

(ii) the representations and warranties of Parent and the Borrower contained in Article V are true and correct in all material respects as of such date with respect to Parent, the Borrower and to any of their respective Subsidiaries in existence on such date; provided that any representation or warranty that is qualified as to “materiality”, Material Adverse Effect or similar language shall be true and correct in all respects on such Borrowing Date and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of such earlier date.

Each Borrowing Request with respect to each such Borrowing (other than any Borrowing constituting a conversion or continuation) or such Letter of Credit Request shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied or otherwise waived by the Lenders in accordance with Section 8.2.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each of Parent and the Borrower represents and warrants to the Lenders that:

5.1 Existence. The Borrower is a limited partnership duly organized and validly existing under the laws of the state of organization and is duly qualified as a foreign limited partnership, properly licensed (if required), in good standing and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to be so qualified, licensed and in good standing and to have the requisite authority would not reasonably be expected to have a Material Adverse Effect. Parent and each Subsidiary Guarantor is duly organized and validly existing under the laws of its state of organization, properly licensed (if required) in good standing, and has requisite authority to conduct its businesses in each jurisdiction in which its business is conducted except where the failure to be qualified, licensed and in good standing and to have the requisite authority would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, each Subsidiary of Parent (other than the Borrower or any Subsidiary Guarantor) is (x) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (y) has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

5.2 Authorization and Validity. Each of Parent, the Borrower and each other Loan Party has the corporate power and authority and legal right to execute and deliver the Loan Documents and each Fee Letter to which it is a party and to perform its obligations thereunder. The execution and delivery by each of Parent, the Borrower and each other Loan Party of the Loan Documents and each Fee Letter to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Loan Documents and the Fee Letters each constitute legal, valid and binding obligations of such Person, enforceable against such Person in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

5.3 No Conflict; Government Consent. Neither the execution and delivery by Parent, the Borrower or any other Loan Party of the Loan Documents and each Fee Letter to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Parent, the Borrower or any of their respective Subsidiaries or Parent’s, the Borrower’s or any such Subsidiary’s articles of incorporation or by-laws, or the provisions of any indenture, instrument or agreement to which Parent, the Borrower or any of their respective Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not reasonably be expected to have a Material Adverse Effect, or result in the creation or imposition of any Lien (other than Permitted Liens) in, of or on the Property of Parent, the Borrower or any of their respective Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. Other than those that have been obtained, no order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents or the Fee Letters, in each case, other than the filing of a copy of this Agreement, or the filing of information concerning this Agreement, with the Securities and Exchange Commission.

5.4 Financial Statements; Material Adverse Change. All consolidated financial statements of Parent and its Subsidiaries heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the preparation date of such statements and fairly present in all material respects the consolidated financial condition and operations of Parent and its Subsidiaries at such date and the consolidated results of their operations for the period then ended, subject, in the case of interim financial statements, to absence of footnotes and year-end adjustments. Since the Closing Date, there was no change in the business, properties, or financial condition of Parent and its Subsidiaries (taken as a whole) which would reasonably be expected to have a Material Adverse Effect.

5.5 Taxes. Each of Parent, the Borrower and their respective Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all Taxes due pursuant to said returns or pursuant to any assessment received by Parent, the Borrower or any of their respective Subsidiaries except (i) such Taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP or (ii) where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, to the knowledge of Parent or Borrower, there is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of Parent, Borrower or any of their respective Subsidiaries.

5.6 Litigation and Guarantee Obligations. There is no litigation, arbitration, governmental investigation, proceeding pending or, to the knowledge of any of their officers, threatened against or affecting Parent, the Borrower or any of their respective Subsidiaries which (i) would reasonably be expected to have a Material Adverse Effect or (ii) challenges the validity or enforceability of this Agreement, the other Loan Documents or the Fee Letters or the transactions contemplated hereby or thereby. Each of Parent and the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 6.1 or as set forth in written notices to the Administrative Agent given from time to time after the Closing Date on or about the date such material contingent obligations are incurred.

5.7 ERISA. No ERISA Event has occurred or is reasonably expected to occur except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

5.8 Accuracy of Information.

(a) All factual information heretofore or contemporaneously furnished by or on behalf of Parent, the Borrower or any of their respective Subsidiaries to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all other such factual information hereafter furnished by or on behalf of Parent, the Borrower or any of their respective Subsidiaries to the Administrative Agent or any Lender will be, to the knowledge of Parent or the Borrower, true and accurate (taken as a whole) in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not materially misleading in light of the circumstances and purposes for which such information was provided at such time.

(b) As of the Closing Date, to the best knowledge of Parent and the Borrower, the information included in a Beneficial Ownership Certification (if any) provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all respects.

5.9 Regulation U. The Borrower has not used the proceeds of any Borrowing to buy or carry any margin stock (as defined in Regulation U) in violation of the terms of this Agreement. Parent, the Borrower and their respective Subsidiaries are not engaged, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of purchasing or carrying margin stock.

5.10 Ownership Structure. Part I of Schedule 5.10 sets forth, as of the Closing Date, a complete and correct list of all Subsidiaries of Parent, including the following for each such Subsidiary as of the Closing Date: (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Capital Stock in such Subsidiary, (iii) the nature of the Capital Stock held by each such Person and (iv) the percentage of ownership of such Subsidiary represented by such Capital Stock. As of the Closing Date, except as disclosed in such Schedule, (A) each of Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Capital Stock in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding Capital Stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of Capital Stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Closing Date, Part II of Schedule 5.10 correctly sets forth all Investment Affiliates of Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Capital Stock in such Person held directly or indirectly by Parent.

5.11 Compliance With Laws. Each of Parent, the Borrower and their respective Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, except for any non-compliance which would not reasonably be expected to have a Material Adverse Effect. Neither Parent, the Borrower nor any Subsidiary has received any written notice to the effect that its operations are not in material compliance with any of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations or the subject of any federal or state investigation evaluating whether any remedial action is required to respond to a release of any toxic or hazardous waste or substance into the environment, in each case which non-compliance or remedial action would reasonably be expected to have a Material Adverse Effect.

5.12 Ownership of Properties. Except as set forth on Schedule 2 hereto, on the date of this Agreement, Parent, the Borrower and their respective Subsidiaries will have good and legal title, free of all Liens other than Permitted Liens, to all of the Property reflected in the Historical Financial Statements as owned by it.

5.13 Investment Company Act. Neither Parent, the Borrower nor any of their respective Subsidiaries is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

5.14 Anti-Corruption Laws and Sanctions.

(a) None of (i) Parent, the Borrower, any Subsidiary or, to the knowledge of Parent, the Borrower or such Subsidiary, any of their respective directors, officers or employees, or (ii) to the knowledge of Parent and the Borrower, any Affiliate, agent or representative (including an adviser) of Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Credit Facility, (A) is a Sanctioned Person, (B) has its assets located in a Sanctioned Country in violation of Sanctions, or (C) has, in the past two (2) years, received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws.

(b) To the knowledge of Parent, the Borrower and each Subsidiary, none of Parent, the Borrower, any Subsidiary, any of their respective directors, officers or employees, or any Affiliate, agent or representative (including an adviser) of Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Credit Facility (i) is currently the subject of Sanctions, (ii) is under administrative, civil or criminal investigation for an alleged violation of Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (iii) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of Sanctions.

(c) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote compliance by Parent, the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(d) Each of Parent, the Borrower and its Subsidiaries, and to the knowledge of the Parent and Borrower, director, officer, employee, agent and Affiliate of Parent, the Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.

(e) No proceeds of any Borrowings or Facility Letters of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 6.2.

5.15 Solvency.

(i) Immediately after the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of Parent and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of Parent and its Subsidiaries on a consolidated basis; (b) the present fair saleable value of the Property of Parent and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of Parent and its Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) Parent and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) Parent and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the date hereof.

(ii) Parent and its Subsidiaries do not intend to, and do not believe that they will, on a consolidated basis, incur debts beyond their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by them and the timing of the amounts of cash to be payable on or in respect of their Indebtedness.

5.16 Insurance. Each of Parent, the Borrower and their respective Subsidiaries carry insurance on their Projects with financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar Projects in localities where Parent, the Borrower and their respective Subsidiaries operate.

5.17 REIT Status. Parent (a) is in good standing on the New York Stock Exchange or NASDAQ, (b) has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust under Section 856 of the Code and (c) commencing with the effective date of its election to be taxed as a real estate investment trust under Section 856 of the Code in accordance with Section 6.20, is qualified as a real estate investment trust under Section 856 of the Code and is in compliance in all material respects with all provisions of the Code applicable to the qualification of Parent as a real estate investment trust.

5.18 Environmental Matters. Each of the following representations and warranties is true and correct on and as of the Closing Date except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, would not reasonably be expected to have a Material Adverse Effect:

(a) To the best knowledge of Parent and the Borrower, the Projects of Parent, the Borrower and their respective Subsidiaries do not contain any Materials of Environmental Concern in amounts or concentrations which constitute a violation of, or could reasonably give rise to liability of Parent, the Borrower or any of their respective Subsidiaries under, Environmental Laws.

(b) To the best knowledge of Parent and the Borrower, (i) the Projects of Parent, the Borrower and their respective Subsidiaries and all operations at the Projects are in compliance with all applicable Environmental Laws, and (ii) with respect to all Projects owned by Parent, the Borrower and/or their respective Subsidiaries (x) for at least two (2) years, have in the last two (2) years, or (y) for less than two (2) years, have for such period of ownership, been in compliance in all material respects with all applicable Environmental Laws.

(c) Neither Parent, the Borrower nor any of their respective Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Projects, nor does Parent or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.

(d) To the best knowledge of Parent and the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Projects of Parent, the Borrower and their respective Subsidiaries in violation of, or in a manner or to a location which could reasonably give rise to liability of Parent, the Borrower or any of their respective Subsidiaries under, Environmental Laws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Projects of Parent, the Borrower and their respective Subsidiaries in violation of, or in a manner that could give rise to liability of Parent, the Borrower or any of their respective Subsidiaries under, any applicable Environmental Laws.

(e) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of Parent or the Borrower, threatened, under any Environmental Law to which Parent, the Borrower or any of their respective Subsidiaries is or, to Parent and the Borrower’s knowledge, will be named as a party with respect to the Projects of Parent, the Borrower and their respective Subsidiaries, nor are there any consent decrees or other decrees, consent orders, administrative order or other orders, or other administrative of judicial requirements outstanding under any Environmental Law with respect to the Projects of Parent, the Borrower and their respective Subsidiaries.

(f) To the best knowledge of Parent and the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the Projects of Parent, the Borrower and their respective Subsidiaries, or arising from or related to the operations of Parent, the Borrower and their respective Subsidiaries in connection with the Projects in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

5.19 Unencumbered Assets. Each of the assets included as an Unencumbered Asset for purposes of the covenants contained herein satisfies each of the requirements for an Unencumbered Asset set forth in the definition thereof.

5.20 Affected Financial Institutions. No Loan Party is an Affected Financial Institution.

5.21 Plan Assets; Prohibited Transactions. Neither Parent nor the Borrower is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and, assuming for such purpose that no Lender uses “plan assets” (within the meaning of the Plan Asset Regulations) in connection with any Loan unless it relies on, and satisfies all conditions for relief under, a PTE, neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Facility Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A)-(D) of the Code.

ARTICLE VI

COVENANTS

During the term of this Agreement and until Payment in Full unless the Required Lenders shall otherwise consent in writing:

6.1 Financial Reporting. Each of Parent and the Borrower will maintain, for itself and each of its respective Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent:

(i) Not later than forty-five (45) days after the close of each of the first three (3) fiscal quarters of each fiscal year, commencing with the fiscal quarter ended September 30, 2024, for Parent and its Subsidiaries, a copy of Parent’s financial statements in the form filed under 10-Q which shall include an unaudited consolidated balance sheet as of the close of each such period and the related unaudited consolidated statements of income and retained earnings and of cash flows of Parent and its Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case (commencing with the fiscal quarter ending March 31, 2026) in comparative form the figures for the previous year, all certified by Parent’s chief financial officer or chief accounting officer;

(ii) Not later than forty-five (45) days after the close of each of the first three (3) fiscal quarters of each fiscal year, commencing with the fiscal quarter ended March 31, 2025, for Parent and its Subsidiaries, a copy of Parent’s quarterly financial supplement and other schedules as may be required containing the following reports in form and substance reasonably satisfactory to the Lenders, which may be in the form filed as its 10-Q, all certified by Parent’s chief financial officer or chief accounting officer: a statement of Funds From Operations, a statement detailing Consolidated Outstanding Indebtedness, Consolidated Secured Indebtedness, Consolidated Unsecured Indebtedness, Consolidated Cash Flow and, upon request, an asset schedule listing all consolidated assets and their net operating income for the trailing twelve-month period, with a breakdown between Unencumbered Assets and other assets, and Acquisition Assets;

(iii) Not later than ninety (90) days after the close of each fiscal year, for Parent and its Subsidiaries, (A) audited annual financial statements in the form filed as 10-K, including a consolidated balance sheet as at the end of such year and the related consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, prepared by PricewaterhouseCoopers (or other independent certified public accountants of nationally recognized standing reasonably acceptable to Administrative Agent) and (B) an asset schedule listing all consolidated assets and their net operating income for the trailing twelve-month period, with a breakdown between Unencumbered Assets and other assets, and Acquisition Assets;

(iv) Together with the quarterly and annual financial statements required hereunder, a compliance certificate in substantially the form of Exhibit D hereto signed by Parent’s chief financial officer or chief accounting officer showing the calculations and computations necessary to determine compliance with this Agreement and stating that, to such officer’s knowledge, no Default or Unmatured Default exists, or if, to such officer’s knowledge, any Default or Unmatured Default exists, stating the nature and status thereof;

(v) Promptly and in any event within ten (10) days after a responsible officer of Parent knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of Parent, describing said Reportable Event and the action which Parent and the Borrower propose to take with respect thereto;

(vi) Promptly and in any event within ten (10) days after receipt by an Authorized Officer of Parent, a copy of (a) any notice or claim to the effect that Parent, the Borrower or any of their respective Subsidiaries is or may be liable to any Person as a result of the release by Parent, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by Parent or any of its Subsidiaries, and (c) the filing or commencement of any action, suit, proceeding or investigation by or before any Governmental Authority or arbitrator against or affecting Parent or any Subsidiary which, in any case, would reasonably be expected to have a Material Adverse Effect;

(vii) Promptly upon the furnishing thereof to the shareholders of Parent, copies of all financial statements, reports and proxy statements so furnished;

(viii) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other reports and any other public information which Parent or any of its Subsidiaries files with the Securities Exchange Commission; and

(ix) (A) Such other information (including, without limitation, financial statements for Parent, the Borrower or any of their respective Subsidiaries and non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request, (B) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, and (C) notice of any change in the information provided in any Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such Beneficial Ownership Certification.

Documents required to be delivered pursuant to Sections 6.1(i), (ii), (iii), (vii) or (viii) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent posts such documents, or provides a link thereto, on Parent’s website on the Internet at the website address listed in Article XIII; or (ii) on which such documents are posted on Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Parent or the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each of Parent and the Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Parent or the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Approved Electronic Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Parent or the Borrower or its securities) (each, a “Public Lender”). Each of Parent and the Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Parent and the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Parent or the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Approved Electronic Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Approved Electronic Platform not designated “Public Side Information.”

6.2 Use of Proceeds. Parent and the Borrower will, and will cause each of their respective Subsidiaries to, use the proceeds of the Borrowings for the general corporate purposes of Parent and its Subsidiaries. Parent and the Borrower will not, nor will they permit any other Loan Party or any other Subsidiary to, use any of the proceeds of the Borrowings and Facility Letters of Credit to purchase or carry any “margin stock” (as defined in Regulation U) if such usage could constitute a violation of Regulation U by any Lender. The Borrower will not request any Borrowing or Facility Letter of Credit, and the Borrower shall not use, and shall ensure that the Loan Parties its other Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Facility Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

6.3 Notice of Default. Parent will give, and will cause each of its Subsidiaries to give, prompt notice in writing to the Administrative Agent of the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect.

6.4 Conduct of Business. Parent will do, and will cause each of its Subsidiaries to do, all things necessary to (i) remain duly incorporated or duly qualified, validly existing and in good standing as a real estate investment trust, corporation, general partnership, limited partnership, or limited liability company, as the case may be, in its jurisdiction of incorporation/formation (except with respect to transactions permitted pursuant to Section 6.12) and (ii) maintain all requisite authority to conduct its business, except in each case (other than the maintenance of the legal existence of a Loan Party (except with respect to transactions permitted pursuant to Section 6.12)), where the failure to do so would not reasonably be expected to have a Material Adverse Effect and, specifically, neither Parent nor its Subsidiaries may undertake any business other than the acquisition, development, ownership, management, operation, leasing and disposition of retail, office, residential or industrial properties, ancillary businesses reasonably related to such types of properties, businesses incidental thereto and any other investments or dispositions not prohibited by this Agreement.

6.5 Taxes. Parent will pay, and will cause each of its Subsidiaries to pay, when due all Taxes, assessments and governmental charges and levies upon them of their income, profits or Projects, except (i) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP or (ii) where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

6.6 Insurance. Parent, and will cause each of its Subsidiaries to, maintain insurance which is consistent with the representation contained in Section 5.16 on all their Property and Parent will furnish to the Administrative Agent upon reasonable request full information as to the insurance carried.

6.7 Compliance with Laws.

(a) Parent will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which they may be subject, the violation of which would reasonably be expected to have a Material Adverse Effect.

(b) Each of Parent and the Borrower will (i) maintain in effect and enforce policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (ii) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (iii) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

6.8 Maintenance of Properties. Parent will, and will cause each of its Subsidiaries to, do all things reasonably necessary to maintain, preserve, protect and keep their respective Projects and Properties, reasonably necessary for the continuous operation of the Projects, in good repair, working order and condition, except for (i) ordinary wear and tear, (ii) condemnation, casualty or similar events, (iii) in connection with any transaction otherwise permitted by this Agreement or (iv) where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

6.9 Inspection. Parent will, and will cause each of its Subsidiaries to, permit the Administrative Agent and the Lenders upon reasonable notice, by their respective representatives and agents, to inspect any of the Projects, corporate books and financial records of Parent and each of its Subsidiaries, to examine and make copies of the books of accounts and other financial records of Parent and each of its Subsidiaries, and to discuss the affairs, finances and accounts of Parent and each of its Subsidiaries with officers thereof, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or a Lender may designate; provided, that neither Parent nor any of its Subsidiaries will be required to provide any information or disclose any materials, in each case, constituting attorney work product or to the extent that the provision or disclosure thereof would violate any applicable law, result in the breach of any binding contractual obligation or result in the loss of attorney-client or similar privilege.

6.10 Maintenance of Status. Parent shall at all times (i) remain a corporation listed and in good standing on either the New York Stock Exchange or the NASDAQ, and (ii) maintain its status as a real estate investment trust in compliance with all applicable provisions of the Code relating to such status.

6.11 Restricted Payments. If a Specified Default has occurred and is continuing, Parent will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment other than (a) dividends with respect to its Capital Stock payable solely in additional shares of its Capital Stock, (b) Restricted Payments pursuant to and in accordance with equity incentive plans or other benefit plans for management or employees of Parent, the Borrower or their respective Subsidiaries in the ordinary course of business, or (c) dividends and distributions by Parent to its shareholders in an amount not to exceed the minimum amount necessary for Parent to maintain its tax status as a real estate investment trust, as reasonably determined by Parent.

6.12 Merger; Sale of Assets.

(a) Parent will not, nor will it permit any of its Subsidiaries to (x) merge, consolidate, reorganize or liquidate, in each case, impacting Parent, the Borrower, any other Loan Party or all or substantially all of the Properties of Parent and its Wholly-Owned Subsidiaries, taken as a whole or (y) transfer or otherwise dispose of all or substantially all of the Properties of Parent and its Wholly-Owned Subsidiaries, taken as a whole, except for, in each case, (i) such transactions that occur between Parent and the Borrower, transactions between or among Wholly-Owned Subsidiaries or transactions between or among Parent, the Borrower and/or one or more Wholly-Owned Subsidiaries, (ii) mergers solely to change the jurisdiction of organization of a Subsidiary (other than the Borrower), (iii) transactions in which a Subsidiary or the Borrower is the survivor and (iv) as otherwise approved in advance by the Required Lenders; provided, however, that in each case (1) if Parent or the Borrower is a party to any such transaction, Parent or the Borrower, as applicable, shall survive such transaction and (2) if another Loan Party is a party to any such transaction, such Loan Party shall either survive such transaction or be released from its obligations in accordance with Section 9.17. Neither Parent nor the Borrower will reorganize itself under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia.

(b) Without the prior written consent of the Required Lenders, Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, sell, transfer or otherwise dispose of any of their respective Properties or Projects if a Default has occurred and is continuing.

(c) The Borrower shall deliver to the Administrative Agent and the Lenders prior written notice of the sale, transfer or other disposition of an Unencumbered Asset in a single transaction for consideration in excess of ten percent (10%) of the Consolidated Market Value of Parent and its Subsidiaries as of the most recently ended fiscal quarter. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver (or cause to be delivered) to the Administrative Agent a certificate of Parent’s chief financial officer or chief accounting officer certifying that Parent and the Borrower will be in compliance with the financial covenants set forth in Section 6.18 on a pro-forma basis using the most recent quarterly financial statements then available and after giving effect to the proposed transaction.

6.13 [Reserved].

6.14 [Reserved].

6.15 [Reserved].

6.16 Affiliates. Parent and the Borrower will not, nor will it permit any of their respective Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (i) upon fair and reasonable terms (taken as a whole) no less favorable to Parent, the Borrower or such Subsidiary than Parent, the Borrower or such Subsidiary would obtain in a comparable arms-length transaction and (ii) transactions solely between or among members of the Consolidated Group.

6.17 Financial Undertakings. Parent and the Borrower will not enter into or remain liable upon, nor will they permit any of their respective Subsidiaries to enter into or remain liable upon, any Financial Undertaking, other than (a) Financial Contracts entered into for the purpose of hedging foreign currency risk or interest rate exposure associated with the Borrower and its Subsidiaries’ operations and not for speculative purposes and (b) to the extent constituting a Financial Contract, convertible or exchangeable notes or similar instruments issued by Parent or its Subsidiaries evidencing Indebtedness (such notes or similar instruments, “Convertible Notes”) that include an option or requirement to convert or exchange such instrument, in whole or in part, into or for Capital Stock of Parent at a future date and that may be discharged, converted, exchanged, prepaid, repurchased or redeemed by (x) delivery of Parent’s Capital Stock and/or (y) payments in cash, in whole or in part, so long as, at the time of the issuance of such Convertible Notes and after giving pro forma effect thereto, Parent is in compliance with the financial covenants set forth in Section 6.18 with respect to the fiscal period most recently ended for which financial statements were required to be delivered hereunder.

6.18 Indebtedness and Cash Flow Covenants. Parent on a consolidated basis with its Subsidiaries shall not permit, as of the last day of any fiscal quarter ending after the Closing Date (provided that only Parent’s Ownership Share of the financial attributes of a non-Wholly-Owned Subsidiary shall be considered when determining compliance with the following covenants):

(i) the Consolidated Outstanding Indebtedness to exceed sixty percent (60%) of Consolidated Market Value; provided that, for the purpose of calculating such ratio, Consolidated Outstanding Indebtedness shall be adjusted by deducting the amount of Restricted Cash Collateral with respect to any Consolidated Outstanding Indebtedness included in such calculation (the “Consolidated Outstanding Indebtedness to Consolidated Market Value Ratio”);

(ii) the Consolidated Secured Indebtedness to exceed thirty-five percent (35%) of Consolidated Market Value; provided that, for the purpose of calculating such ratio, Consolidated Secured Indebtedness shall be adjusted by deducting the amount of Restricted Cash Collateral with respect to any Consolidated Secured Indebtedness included in such calculation;

(iii) the Value of Unencumbered Assets to be less than 1.67 times the Consolidated Unsecured Indebtedness; provided that, for the purpose of calculating such ratio, Consolidated Unsecured Indebtedness shall be adjusted by deducting the amount of Restricted Cash Collateral with respect to any Consolidated Unsecured Indebtedness included in such calculation;

(iv) Consolidated Cash Flow to be less than 1.5 times Fixed Charges, based on the most recently ended four (4) fiscal quarters;

(v) Tangible Net Worth to be less than $1,314,000,000, plus 75% of the Net Proceeds of issuances of Capital Stock of Parent after the consummation of the Spin-Off Transaction; provided however, this covenant shall no longer apply upon Parent obtaining an Investment Grade Rating;

(vi) Unencumbered Adjusted NOI to be less than 1.75 times Consolidated Unsecured Interest Expense, based on the most recently ended four (4) fiscal quarters; and

(vii) Consolidated Secured Recourse Indebtedness to be greater than 10% of Consolidated Market Value; provided that, for the purpose of calculating such ratio, Consolidated Secured Recourse Indebtedness shall be adjusted by deducting the amount of Restricted Cash Collateral with respect to any Consolidated Secured Recourse Indebtedness included in such calculation; provided further, this covenant shall no longer apply upon Parent obtaining an Investment Grade Rating.

Notwithstanding the foregoing or the applicable definitions used in this Section 6.18, in determining the financial covenants, (i) for the calculations pursuant to this Section 6.18 on December 31, 2024, the components of such calculations if not fixed shall be determined for the fiscal quarter ending on such date multiplied by 4, (ii) for such calculations on March 31, 2025, the components of such calculations if not fixed shall be determined for the two fiscal quarter period ending on such date multiplied by 2 and (iii) for such calculations on June 30, 2025, the components of such calculations if not fixed shall be determined for the three fiscal quarter period ending on such date multiplied by 4/3.

Notwithstanding anything herein to the contrary, all calculations to determine compliance with the above financial covenants shall exclude values, including, without limitation, Indebtedness, assets, liabilities, income, revenues and expenses, attributable to any Project owned by a member of the Consolidated Group or an Investment Affiliate if (1) a receiver, custodian, trustee, examiner, liquidator or similar official has been appointed for such Project and (2) the Indebtedness encumbering or attributable to such Project is Nonrecourse Indebtedness, and (3) no recourse event has been triggered and is continuing under any guaranty or indemnity agreement of a member of the Consolidated Group or an Investment Affiliate related to such Nonrecourse Indebtedness as a result of any of the events described in clause (1) of this paragraph which has not been waived in writing by the holder of such Nonrecourse Indebtedness or with respect to which the holder of such Nonrecourse Indebtedness has not otherwise agreed in writing to forbear from enforcing or exercising its rights under such guaranty or indemnity agreement (but only for so long as such waiver or forbearance continues), provided, further, however, that in no event shall this paragraph be deemed or construed to exclude any Project, member of the Consolidated Group or Investment Affiliate from any covenants, requirements or obligations of such entities set forth in any other Section of this Agreement and in the other Loan Documents. The aggregate amount of such members of the Consolidated Group and Investment Affiliates’ pro rata share of all such Nonrecourse Indebtedness encumbering or attributable to all such Projects excluded from calculations to determine compliance with the above financial covenants shall not exceed $150,000,000.

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6.19 Environmental Matters. Parent and its Subsidiaries shall:

(a) Comply with, and use all reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and use all reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect; provided that in no event shall Parent or its Subsidiaries be required to modify the terms of leases, or renewals thereof, with existing tenants (i) at Projects owned by Parent or its Subsidiaries as of the date hereof, or (ii) at Projects hereafter acquired by Parent or its Subsidiaries as of the date of such acquisition, to add provisions to such effect.

(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably expected to have a Material Adverse Effect, or (ii) Parent has determined in good faith that contesting the same is not in the best interests of Parent and its Subsidiaries and the failure to contest the same could not be reasonably expected to have a Material Adverse Effect.

(c) Defend, indemnify and hold harmless Administrative Agent and each Lender, and their respective officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of Parent, its Subsidiaries or the Projects, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the bad faith, gross negligence or willful misconduct, in each case, of the party seeking indemnification therefor. This indemnity shall continue in full force and effect regardless of the termination of this Agreement.

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Prior to the acquisition of a new Project after the Closing Date, perform or cause to be performed an environmental investigation consistent with standards used by institutional purchasers of similar properties (as determined by the Borrower). In connection with any such investigation, Parent or the Borrower shall cause to be prepared a report of such investigation, to be made available to any Lenders upon reasonable request, for informational purposes.

6.20 REIT Election. For the taxable year for federal income Tax purposes ending December 31, 2024, Parent will elect to be taxed as a real estate investment trust under Section 856 of the Code.

ARTICLE VII

DEFAULTS

The occurrence of any one or more of the following events shall constitute a Default:

7.1 Nonpayment of any principal payment on any Note, Loan or Reimbursement Obligation when due.

7.2 Nonpayment of interest upon any Note or of any Facility Fee or other payment Obligations under any of the Loan Documents, other than payments of principal, within five (5) Business Days after the same becomes due.

7.3 The breach of any of the terms or provisions of Sections 6.1 through 6.18 or Section 6.20.

7.4 Any representation or warranty made or deemed made by or on behalf of Parent, the Borrower or any of their respective Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Loan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made.

7.5 The breach by Parent or the Borrower (other than a breach which constitutes a Default under Sections 7.1, 7.2, 7.3 or 7.4) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent.

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7.6 Failure of Parent, the Borrower or any of their respective Subsidiaries to pay when due any Indebtedness (other than Nonrecourse Indebtedness), in excess of $50,000,000 in the aggregate, after giving effect to any applicable cure, grace or forbearance periods; or the default by Parent, the Borrower or any of their respective Subsidiaries in the performance of any term, provision or condition contained in any agreement, or any other event shall occur or condition exist, which causes or permits Indebtedness (other than Nonrecourse Indebtedness) in excess of $50,000,000 in the aggregate to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the stated maturity thereof, after giving effect to any applicable cure, grace or forbearance periods (provided that (a) the failure to pay any such Indebtedness shall not constitute a Default so long as Parent, the Borrower or the applicable Subsidiary is diligently contesting the payment of the same by appropriate legal proceedings and Parent, the Borrower or the applicable Subsidiary have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome and (b) in the case of Indebtedness that is partially Recourse Indebtedness and partially Nonrecourse Indebtedness, (i) to the extent that the Recourse Indebtedness been paid in full or otherwise irrevocably satisfied, such Indebtedness shall be considered Nonrecourse Indebtedness, and (ii) only the portion of any Indebtedness that is Recourse Indebtedness shall be counted against the $50,000,000 figure set forth above).

7.7 Parent, the Borrower, any other Loan Party or any of their respective Subsidiaries having more than $40,000,000 of Equity Value (or in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, a Subsidiary for which Parent’s or the Borrower’s proportionate share of the Equity Value of such Subsidiary exceeds $40,000,000), shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any portion of its Property constituting, in the aggregate, more than $40,000,000 of Equity Value, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.7, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.8 or (vii) admit in writing its inability to pay its debts generally as they become due.

7.8 A receiver, trustee, examiner, liquidator or similar official shall be appointed for Parent, the Borrower, any other Loan Party or any of their respective Subsidiaries having more than $40,000,000 of Equity Value (or in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, a Subsidiary for which Parent’s or the Borrower’s proportionate share of the Equity Value of such Subsidiary exceeds $40,000,000), or for any portion of the Property of Parent, the Borrower or such Subsidiary constituting, in the aggregate, more than $40,000,000 of Equity Value, or a proceeding described in Section 7.7(iv) shall be instituted against Parent, the Borrower or any such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.

7.9 Parent, the Borrower or any of their respective Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders for the payment of money in an amount which, when added to all other judgments or orders outstanding against Parent, the Borrower or any such Subsidiary would exceed $50,000,000 in the aggregate, which have not been stayed on appeal or otherwise appropriately contested in good faith.

7.10 [Reserved].

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7.11 An ERISA Event shall have occurred that, when taken together with other ERISA Events that have occurred, results in liability exceeding $50,000,000.

7.12 [Reserved].

7.13 The occurrence of any “Default” as defined in any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided.

7.14 [Reserved].

7.15 Parent, the Borrower or any other Loan Party shall disavow, revoke or terminate (or attempt to terminate) any Loan Document to which it is a party or the Fee Letters or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of this Agreement, any other Loan Document or the Fee Letters, or this Agreement, any other Loan Document or the Fee Letters shall cease to be in full force and effect (except as a result of the express terms thereof).

7.16 A Change of Control shall occur.

ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1 Remedies. If a Default occurs (other than an event with respect to Parent or the Borrower described in Sections 7.7 or 7.8), and at any time thereafter during the continuance of such Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times:

(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;

(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower;

(d) exercise on behalf of itself, the Lenders and the Issuing Lenders all rights and remedies available to it, the Lenders and the Issuing Lenders under the Loan Documents and applicable law.

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If a Default described in Sections 7.7 or 7.8 occurs with respect to Parent or the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, including any break funding payment, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in the next paragraph shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Administrative Agent, the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Default with respect to Parent or the Borrower described in Section 7.7 or 7.8. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.8(b) and Section 2.22(c). Each such deposit pursuant to this paragraph or pursuant to Section 2.8(b) or Section 2.22(c) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Lender for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing at least fifty-one percent (51%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Defaults have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.8(b) or Section 2.22(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.8(b) or Section 2.22(c), as applicable, and no Default shall have occurred and be continuing. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds will be invested by the Administrative Agent from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower.

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If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder or to issue Facility Letters of Credit as a result of any Default (other than any Default as described in Section 7.7 or 7.8 with respect to Parent or the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

8.2 Amendments.

(a) Generally. Subject to the provisions of Section 2.1(c) (with respect to Incremental Commitments), Section 2.23 (with respect to any Revolving Facility Extension Option or Term Loan Extension Option), Section 3.3(b)(i), Section 3.3(b)(ii) and this Article VIII, the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders), Parent, the Borrower and any other Loan Party party to the applicable Loan Document may enter into written amendments or agreements supplemental hereto for the purpose of amending, modifying or waiving any provisions of the Loan Documents or changing in any manner the rights of the Lenders or Parent, the Borrower or such other Loan Party hereunder or waiving any Unmatured Default or Default or any provision hereunder or under the other Loan Documents (and no such amendment or waiver shall be effective except pursuant to an agreement in writing entered into by Parent, the Borrower, such other Loan Parties and the Required Lenders); provided that, subject to the immediately following subsection (b), (i) any provision of this Agreement or of any other Loan Document relating to the rights or obligations of the Revolving Lenders, and not any other Lenders, may be amended or modified, and the performance or observance by Parent, the Borrower or any other Loan Party of any such provisions may be waived (either generally or in a particular instance and either retroactively or prospectively) with, and only with, the written consent of the Required Revolving Lenders (and, in the case of an amendment to any Loan Document, the written consent of each Loan Party a party thereto), (ii) any provision of this Agreement or of any other Loan Document relating to the rights or obligations of the Term Loan Lenders of a Class, and not any other Lenders, may be amended, and the performance or observance by Parent, the Borrower or any other Loan Party or of any such terms may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Term Loan Lenders of such Class, (iii) any Fee Letter may be amended, supplemented or modified with the written consent of only the parties to such Fee Letter, and (iv) any amendment, supplement or other modification to any Loan Document shall require the written consent of each Loan Party that is then a party thereto.

(b) Additional Lender Consents. In addition to the foregoing requirements, no such amendment, supplemental agreement or waiver shall, without the consent in writing of all Lenders affected thereby (or, in the case of clause (viii) below, each Revolving Lender):

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(i) extend the Revolving Facility Termination Date or Initial Term Loan Maturity Date (in each case, except as provided in Section 2.23), or reduce or forgive all or any portion of the principal amount of any Loan or accrued interest thereon or any fees (including Facility Fees) payable to a Lender, reduce any of the Applicable Margins (or modify any definition herein which would have the effect of reducing any of the Applicable Margins) or the underlying interest rate options or extend the time of payment of any such principal, interest or fees (including Facility Fees); provided, however, only the written consent of the Required Lenders shall be required for (x) the waiver of interest payable at the Default Rate, retraction of the imposition of interest at the Default Rate and amendment of the definition of “Default Rate” or (y) any modification to the Consolidated Outstanding Indebtedness to Consolidated Market Value Ratio covenant, the definitions of “Consolidated Outstanding Indebtedness” or “Consolidated Market Value” or any defined terms used in any of the foregoing;

(ii) subject to releases given in accordance with Section 9.17, release Parent or any Subsidiary Guarantor (other than a Subsidiary Guarantor that has liquidated all of its assets and applied all of the proceeds of such liquidation in accordance with its organizational documents) from the Guaranty or any other future guarantor (other than a Subsidiary Guarantor that has liquidated all of its assets and applied all of the proceeds of such liquidation in accordance with its organizational documents) from any liability it may undertake with respect to the Obligations;

(iii) (A) reduce the percentage specified in the definition of Required Lenders or change any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, (B) reduce the percentage specified in the definition of Required Revolving Lenders or change any other provision hereof specifying the number or percentage of Revolving Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder or (C) reduce the percentage specified in the definition of Required Term Loan Lenders or change any other provision hereof specifying the number or percentage of Term Loan Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder;

(iv) modify the definition of “Applicable Percentage”;

(v) increase (or reinstate) a Commitment of such Lender (excluding any increase as a result of an assignment of Commitments permitted under Section 12.3 and any increases contemplated under Section 2.1(c)), modify the definition of “Term Loan Availability Period” or “Term Loan Availability Termination Date” **** or subject such Lender to any additional obligations;

(vi) permit Parent or the Borrower to assign its rights or obligations under this Agreement;

(vii) amend Sections 2.3, 2.13(ii), 2.20, 8.1, 8.2, 11.1 or 11.2; or

(viii) extend the expiration date of any Facility Letter of Credit beyond the Revolving Facility Termination Date.

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(c) Amendment of Administrative Agent’s or Issuing Lender’s Duties, Etc. No amendment, modification or waiver of any provision of this Agreement relating to the Administrative Agent or the Issuing Lender, including Section 2.22, or any Letter of Credit application and any bilateral agreement between the Borrower and the Issuing Lender regarding the Issuing Lender’s Letter of Credit Commitment or the respective rights and obligations between the Borrower and the Issuing Lender in connection with the issuance of Facility Letters of Credit shall be effective without the written consent of the Administrative Agent or the Issuing Lender, as the case may be.

(d) Technical Amendments. If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other technical defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

(e) Conforming Changes. Notwithstanding anything to the contrary in this Section 8.2, the Administrative Agent may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents in order to implement any Benchmark Replacement or any Conforming Changes or otherwise effectuate the terms of Section 3.3(b) in accordance with the terms of Section 3.3(b).

(f) Amend and Extend Transactions.

(i) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity date of any Class of Loans and Commitments to the extended maturity date specified in such notice. Such notice shall (A) set forth the amount of the applicable Class of Commitments and/or Loans that will be subject to the Extension (which shall be in a minimum amount of $50,000,000 and minimum increments of $25,000,000 in excess thereof (or such other amounts as may be acceptable to the Borrower and the Administrative Agent)), (B) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (C) identify the relevant Class of Commitments and/or Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Commitments or Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments or Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Commitments or Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.

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(ii) The following shall be conditions precedent to the effectiveness of any Extension: (A) no Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (B) the representations and warranties of Parent and the Borrower contained in Article V shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such Extension; provided that any representation or warranty that is qualified as to “materiality”, Material Adverse Effect or similar language shall be true and correct in all respects on such Borrowing Date and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of such earlier date, (C) the Issuing Lenders shall have consented to any Extension of the Revolving Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit at any time during the extended period and (D) the terms of such Extended Commitments and Extended Term Loans shall comply with subclause (iii) of this Section 8.2(f). Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Commitments or Loans of any Lender be extended pursuant to this Section 8.2(f) unless such Lender affirmatively accepts in writing the applicable Extension Offer, it being understood and agreed that a failure by a Lender to respond to any such Extension Offer shall be deemed to be a rejection by such Lender of such Extension Offer.

(iii) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (A) the final maturity date of any Extended Commitment or Extended Term Loan shall be no earlier than the latest maturity date then in effect for any Class of Loans, (B)(x) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Commitments and (y) the average life to maturity of the Extended Term Loans shall be no shorter than the remaining average life to maturity of the existing Term Loans, (C) the Extended Revolving Loans and the Extended Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and the existing Term Loans and the borrower and guarantors of the Extended Commitments or Extended Term Loans, as applicable, shall be the same as the Borrower and Guarantors with respect to the existing Revolving Loans or Term Loans, as applicable, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Borrower and the applicable extending Lenders, (E)(x) the Extended Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term Loans and (y) borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the other Revolving Loans or Commitments (other than upon the maturity of the non-extended Revolving Loans and Commitments) and (F) the terms of the Extended Commitments or Extended Term Loans, as applicable, shall be substantially identical to the terms set forth herein (except as set forth in sub-clauses (A) through (E) above).

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(iv) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Commitments or Extended Term Loans as a new Class or tranche of Commitments or Term Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of Revolving Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 8.2(f).

8.3 Preservation of Rights. No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents, the Fee Letters or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.

ARTICLE IX

GENERALPROVISIONS

9.1 Survival of Representations. All covenants, representations and warranties of Parent or the Borrower contained in this Agreement shall survive execution of this Agreement, delivery of the Notes, issuance of the Facility Letters of Credit and the making of the Loans herein contemplated, regardless of any investigation by any Lender and notwithstanding that any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder.

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9.2 Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

9.3 Inconsistencies. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other Loan Document (including, for the avoidance of doubt, any Disbursement Instruction Agreement), the terms of this Agreement shall govern and control.

9.4 Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

9.5 Entire Agreement. The Loan Documents and the Fee Letters embody the entire agreement and understanding among Parent, the Borrower, the Administrative Agent and the Lenders and supersede all prior commitments, agreements and understandings among Parent, the Borrower, the Administrative Agent and the Lenders relating to the subject matter thereof.

9.6 Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns.

9.7 Expenses; Indemnification.

(a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Lender in connection with the issuance, amendment, renewal or extension of any Facility Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Lender or any Lender (which shall be limited, in the case of legal fees and expenses, to the documented fees, charges and disbursements of one primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent, and not more than one primary counsel, and one local counsel in each applicable jurisdiction, for all of the other Lenders and the Issuing Lenders (selected by the Required Lenders other than the Lender acting as Administrative Agent) and, solely in the case of a conflict of interest, one additional counsel for each affected Lender or Issuing Lender), in connection with the enforcement or protection of its rights in connection with this Agreement, any other Loan Document or the Fee Letters, including its rights under this Section, or in connection with the Loans made or Facility Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Facility Letters of Credit.

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(b) Parent and the Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, each Issuing Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent, and not more than one primary counsel, and one local counsel in each applicable jurisdiction, for all of the other Lenders and the Issuing Lenders (selected by the Required Lenders other than the Lender acting as Administrative Agent) and, solely in the case of a conflict of interest, one additional counsel for each affected Lender or Issuing Lender), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or Facility Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lender to honor a demand for payment under a Facility Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Facility Letter of Credit), (iii) the Projects, (iv) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Parent, the Borrower or any of their respective Subsidiaries, or any Environmental Liability related in any way to Parent, the Borrower or any of their respective Subsidiaries, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower, Parent or its equity holders, or the Borrower’s or Parent’s Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) a material breach of the Loan Documents by such Indemnitee and (z) any disputes solely among Indemnitees and not arising out of any act or omission of Parent, the Borrower or any of their respective Affiliates (other than (A) any proceeding against any Indemnitee solely in its capacity or in fulfilling its role as Administrative Agent, Issuing Lender, any Titled Agent or any other similar role with respect to the credit facilities evidenced by this Agreement or (B) arising as a result of an act or omission by Parent, the Borrower or any of their respective Affiliates). This Section 9.7(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

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(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lenders under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lenders, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lenders in their capacity as such.

(d) To the extent permitted by applicable law, (i) the Borrower and any Loan Party shall not assert, and the Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Titled Agent, any Issuing Lender and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through electronic, telecommunications or other information transmission systems, including an Approved Electronic Platform or otherwise via the Internet, except to the extent, as to any Lender-Related Person, they are found by a final non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct or gross negligence of such Lender-Related Person, and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the Fee Letters or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby, any Loan or Facility Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

(f) The provisions of this Section 9.7 shall survive the repayment of the Loans, the expiration or termination of the Commitments, and the termination of this Agreement.

9.8 Numbers of Documents. All statements, notices, closing documents, and requests hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders.

9.9 Accounting. Except as provided to the contrary herein, including Section 1.6, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

9.10 Severability of Provisions. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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9.11 Nonliability of Lenders. Each of Parent and the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to Parent and the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. Each of Parent and the Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each of Parent and the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. Each of Parent and the Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to Parent or the Borrower with respect thereto.

Each of Parent and the Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, Parent, the Borrower and other companies with which Parent or the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

In addition, each of Parent and the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which Parent, the Borrower or such Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from Parent, the Borrower or any such Subsidiary by virtue of the transactions contemplated by the Loan Documents or its other relationships with Parent, the Borrower or any such Subsidiary in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each of Parent and the Borrower also acknowledge, and acknowledges its Subsidiaries’ understanding, and that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to Parent, the Borrower or such Subsidiaries confidential information obtained from other companies.

9.12 CHOICE OF LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

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Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Lender relating to this Agreement, any other Loan Document or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.

9.13 CONSENT TO JURISDICTION.

(a) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN (OR, IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN), AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE FEE LETTERS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH FEDERAL COURT (TO THE EXTENT PERMITTED BY LAW) OR SUCH NEW YORK STATE COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE (I) ANY PARTY HERETO FROM BRINGING ANY LEGAL ACTION OR PROCEEDING IN ANY JURISDICTION FOR THE RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT, (II) IF ALL SUCH NEW YORK COURTS DECLINE JURISDICTION OVER ANY PERSON, OR DECLINE (OR, IN THE CASE OF THE FEDERAL DISTRICT COURT, LACK) JURISDICTION OVER ANY SUBJECT MATTER OF SUCH ACTION OR PROCEEDING, ANY PARTY HERETO FROM BRINGING A LEGAL ACTION OR PROCEEDING WITH RESPECT THERETO IN ANOTHER COURT HAVING JURISDICTION AND (III) IN THE EVENT A LEGAL ACTION OR PROCEEDING IS BROUGHT AGAINST ANY PARTY HERETO OR INVOLVING ANY OF ITS ASSETS OR PROPERTY IN ANOTHER COURT (WITHOUT ANY COLLUSIVE ASSISTANCE BY SUCH PARTY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES), SUCH PARTY FROM ASSERTING A CLAIM OR DEFENSE (INCLUDING ANY CLAIM OR DEFENSE THAT THIS SECTION 9.13 WOULD OTHERWISE REQUIRE TO BE ASSERTED IN A LEGAL ACTION OR PROCEEDING IN A NEW YORK COURT) IN ANY SUCH ACTION OR PROCEEDING.

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(b) EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE FEE LETTERS IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 13.1. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

9.14 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.15 [Reserved].

9.16 [Reserved].

9.17 Release of Subsidiary Guaranties. If a Subsidiary has delivered a Guaranty, the Borrower may at any time request a release of such Guaranty. If there is no Default or Unmatured Default, and Parent and the Borrower would still be in compliance with all covenants if such Subsidiary were not a Subsidiary Guarantor, then Administrative Agent shall (at Borrower’s expense) deliver within ten (10) Business Days a release of such Subsidiary Guarantor without the consent of any Lender. Each of the Lenders and the Issuing Lenders irrevocably authorizes the Administrative Agent to release such Subsidiary Guarantor in accordance with this Section. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release such Subsidiary Guarantor under this Section. For the avoidance of doubt, Parent shall not be released as a Guarantor under this Section.

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9.18 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

9.19 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Financial Contracts or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

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ARTICLE X

THE ADMINISTRATIVE AGENT

10.1 Administrative Agent Duties, Etc. Each of the Lenders and the Issuing Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuing Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

With respect to its Commitment, Loans, Letter of Credit Commitments and Facility Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Lender, as the case may be. The terms “Issuing Lenders”, “Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing Lender or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, Parent, the Borrower or any of their respective Subsidiaries or Affiliates of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing Lenders.

The Administrative Agent and its Related Parties shall not have any duties or obligations except those expressly set forth herein. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent and its Related Parties are acting solely on behalf of the Lenders and the Issuing Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and their duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing,

(a) the Administrative Agent and its Related Parties shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent or its Related Parties based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby;

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(b) the Administrative Agent and its Related Parties shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise or refrain from exercising as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.2), for which the Administrative Agent shall be fully protected in so acting or refraining from acting, and, unless and until revoked in writing, such directions shall be binding upon each Lender and each Issuing Lender; provided, however, that the Administrative Agent and its Related Parties shall not be required to take any action that it (i) in good faith believes exposes it to liability unless the it receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent and its Related Parties may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided; and

(c) except as expressly set forth herein, the Administrative Agent and its Related Parties shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of their respective Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity.

Nothing in this Agreement shall require the Administrative Agent or its Related Parties to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 8.2) or in the absence of its own gross negligence or willful misconduct (which shall be deemed to exist only if determined by a court of competent jurisdiction by a final and non- appealable judgment). The Administrative Agent shall be deemed not to have knowledge of any Unmatured Default or Default unless and until written notice thereof is given to the Administrative Agent by Parent, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent.

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Neither the Administrative Agent nor any of its Related Parties shall be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by Parent and the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of Parent or the Borrower to perform its obligations hereunder or thereunder.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 12.3, (ii) may rely on the Register to the extent set forth in Section 12.3, (iii) makes no warranty or representation to any Lender or Issuing Lender and shall not be responsible to any Lender or Issuing Lender for any statements, warranties or representations made by or on behalf of Parent or the Borrower in connection with this Agreement or any other Loan Document, and (iv) in determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Facility Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, may presume that such condition is satisfactory to such Lender or Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender sufficiently in advance of the making of such Loan or the issuance of such Facility Letter of Credit.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

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The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice to the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor other than a Competitor (which successor shall be consented to by the Borrower, such consent not to be unreasonably withheld or delayed; provided that no consent of the Borrower shall be required if a Specified Default has occurred and is continuing). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent (other than a Competitor) which shall be a bank or financial institution with an office in the United States, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder; provided that, whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date, and with effect from such date the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.7 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

If the Person serving as Administrative Agent is a Defaulting Lender, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent and appoint a successor (other than a Competitor), which appointment shall, provided no Specified Default exists, be consented to by the Borrower, which consent shall not be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective on the Removal Effective Date in accordance with such notice and (1) the removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section; provided, further that such Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender were itself the Administrative Agent.

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Any resignation by, or removal of, Wells Fargo Bank, National Association as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender.

Each Lender and each Issuing Lender expressly acknowledges that none of the Administrative Agent, the Joint Lead Arrangers or any of their respective Related Parties has made any representations or warranties to it and that no act taken or failure to act by the Administrative Agent, the Joint Lead Arrangers or any of their respective Related Parties, including any consent to, and acceptance of any assignment or review of the affairs of Parent, the Borrower and their respective Subsidiaries or Affiliates shall be deemed to constitute a representation or warranty of the Administrative Agent, the Joint Lead Arrangers or any of their respective Related Parties to any Lender or any Issuing Lender as to any matter, including whether the Administrative Agent, the Joint Lead Arrangers or any of their respective Related Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender and each Issuing Lender expressly acknowledges, represents and warrants to the Administrative Agent and the Joint Lead Arrangers that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of investing in the general performance or operations of Parent, the Borrower and their respective Subsidiaries, or for the purpose of making, acquiring, purchasing or holding any other type of financial instrument such as a security, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of Parent, the Borrower and their respective Subsidiaries, all applicable bank or other regulatory applicable laws relating to the Spin-Off Transaction and the transactions contemplated by this Agreement and the other Loan Documents and (e) it has made its own independent decision to enter into this Agreement and the other Loan Documents to which it is a party and to extend credit hereunder and thereunder. Each Lender and each Issuing Lender also acknowledges and agrees that (i) it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers or any other Lender or any of their respective Related Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder based on such documents and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigations and inquiries as it deems necessary to inform itself as to Parent, the Borrower and their respective Subsidiaries and (ii) it will not assert any claim under any federal or state securities law or otherwise in contravention of this Section 10.1.

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Further, the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Competitors. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Competitor or (y) have any liability with respect to or arising out of any assignment or participation of Commitments or Loans, or disclosure of confidential information, to any Competitor.

Each Lender, by delivering its signature page to this Agreement on the Closing Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Closing Date.

The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of Parent, the Borrower or any of their respective Subsidiaries, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions.

The provisions of this Section 10.1 shall survive the repayment of the Loans, the expiration or termination of the Commitments and the termination of this Agreement.

10.2 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Parent, the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Facility Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Facility Letters of Credit, the Commitments and this Agreement,

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(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Facility Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Facility Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Facility Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, the Borrower and such Lender.

(v) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Parent, the Borrower or any other Loan Party, that none of the Administrative Agent, or any Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Facility Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

(b) The Administrative Agent and each Joint Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Facility Letters of Credit, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans, the Facility Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Facility Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

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10.3 Erroneous Payments.

(a) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 10.3(a) shall be conclusive, absent manifest error.

(b) Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

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(c) Parent, the Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by Parent, the Borrower or any other Loan Party except, in each case, solely to the extent such Payment is comprised of funds received by the Administrative Agent from Parent, the Borrower or another Loan Party for the purpose of making a payment on the Obligations.

(d) Each party’s obligations under this Section 10.3(a) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

ARTICLE XI

SETOFF;RATABLE PAYMENTS

11.1 Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if Parent or the Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any of its Affiliates to or for the credit or account of Parent or the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender at any time prior to the date that such Default has been fully cured, whether or not the Obligations, or any part hereof, shall then be due, subject to Section 11.2, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such Obligations may be unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

11.2 Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its Loans of a Class (other than payments received pursuant to Sections 3.1, 3.2 or 3.4) in a greater proportion than that received by any other Lender in respect of the Loans of such Class, such Lender shall (a) notify the Administrative Agent of such fact, and (b) purchase a portion of the Loans of such Class held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans of such Class. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender shall (a) notify the Administrative Agent of such fact, and (b) promptly take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their Loans of the applicable Class. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

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ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues any Facility Letter of Credit), except that (i) the Borrower and Parent may not assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower or Parent without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues any Facility Letter of Credit), Participants (to the extent provided in Section 12.2) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

12.2 Participations. Any Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Lenders, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 8.2 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 (subject to the requirements and limitations therein, including the requirements under Sections 3.5(f) and (g) (it being understood that the documentation required under Section 3.5(f) shall be delivered to the participating Lender and the information and documentation required under Section 3.5(g) will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.1 as though it were a Lender; provided that such Participant agrees to be subject to Section 11.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Facility Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Facility Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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12.3 Assignments. Subject to the conditions set forth in paragraph (ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations in Facility Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(i) the Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; provided, further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Default has occurred and is continuing, any other assignee (but, in each case, the assignor or assignee shall send notice of such assignment to the Borrower);

(ii) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (i) the Revolving Facility to an assignee that is a Revolving Lender (other than a Defaulting Lender) immediately prior to giving effect to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) Term Loans or any unfunded Term Loan Commitments to an assignee that is a Term Loan Lender (other than a Defaulting Lender) of the same Class of Term Loans and Term Loan Commitments immediately prior to giving effect to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

(iii) each Issuing Lender for any assignment under the Revolving Facility.

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(b) Assignments shall be subject to the following additional conditions:

(i) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if a Default has occurred and is continuing;

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(iii) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $4,500 (or $7,500 in the case of any Defaulting Lender) (which fee the Administrative Agent may, in its sole discretion, elect to waive);

(iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Parent, the Borrower and their related parties or its securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and

(v) the Borrower shall execute any and all documents (including, without limitation, a replacement promissory note) reasonably required by the assigning Lender.

(c) Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.1, 3.2, 3.4, 3.5 and 9.7). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2. Except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

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(d) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), the assignee’s completed administrative questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section 12.3 and any written consent to such assignment required by this Section 12.3, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to this Agreement, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(f) (i) No assignment or participation shall be made to, and no Incremental Commitment shall be provided by, any Person that was a Competitor as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person or the applicable effective date of such Incremental Commitment, as the case may be (unless the Borrower has consented to such assignment or participation or Incremental Commitment in writing in its sole and absolute discretion, in which case such Person will not be considered a Competitor for the purpose of such assignment, participation or Incremental Commitment). For the avoidance of doubt, with respect to any assignee or Incremental Lender that becomes a Competitor after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Competitor”), (x) such assignee or Incremental Lender shall not retroactively be disqualified from becoming a Lender and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Competitor. Any assignment, participation or Incremental Commitment in violation of this clause (f)(i) shall not be void, but the other provisions of this clause (f) shall apply.

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(ii) If any assignment or participation is made to, or any Incremental Commitment is provided by, any Competitor without the Borrower’s prior written consent in violation of clause (i) above, or if any Person becomes a Competitor after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Competitor and the Administrative Agent, (A) terminate the Commitment of such Competitor and repay all obligations of the Borrower owing to such Competitor in connection with such Commitment and/or (B) require such Competitor to assign, without recourse (in accordance with and subject to the restrictions contained in this Section), all of its interest, rights and obligations under this Agreement to one or more Persons that are not Ineligible Institutions at the lesser of (x) the principal amount thereof and (y) the amount that such Competitor paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.

(iii) Notwithstanding anything to the contrary contained in this Agreement, Competitors (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by Parent, the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Competitor will be deemed to have consented in the same proportion as the Lenders that are not Competitors consented to such matter, and (y) for purposes of voting on any Debtor Relief Plan, each Competitor party hereto hereby agrees (1) not to vote on such Debtor Relief Plan, (2) if such Competitor does vote on such Debtor Relief Plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Debtor Relief Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

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(iv) The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the list of Competitors provided by Parent or the Borrower and any updates thereto from time to time (collectively, the “Competitor List”) on the Approved Electronic Platform, including that portion of the Approved Electronic Platform that is designated for “public side” Lenders and/or (B) provide the Competitor List to each Lender requesting the same.

12.4 Lender Pledges. Any Lender may at any time pledge or assign a security interest (other than in favor of a Competitor) in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

12.5 Dissemination of Information. Each of Parent and the Borrower authorizes each Lender to disclose to any Participant or assignee or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession concerning the creditworthiness of Parent and its Subsidiaries, subject to Section 12.6.

12.6 Confidentiality. Each of the Administrative Agent, the Issuing Lenders and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Lender or any Lender on a non-confidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a non-confidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers and market data collectors, including league table providers, that serve the lending industry; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws, rules or regulations to a governmental, regulatory or self-regulatory authority.

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12.7 USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Patriot Act. Any Lender may reasonably request additional information with respect to any Loan Party in connection with such Lender’s “know your customer” procedures.

12.8 Titled Agents; No Fiduciary Relationship. None of the Lenders identified on the facing page or signature pages of this Agreement as a “Documentation Agent,” “Syndication Agent,” “Joint Lead Arranger” or “Joint Bookrunner” (each a “Titled Agent”) shall have the right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified as a Titled Agent shall have or be deemed to have any fiduciary relationship with any Lenders. Each Lender acknowledges that it has not relied, and will not rely, on any of Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. In addition to the foregoing, each of Parent and the Borrower agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, Parent, the Borrower and their respective Affiliates, on the one hand, and the Administrative Agent, the Lenders, and each of the Lenders identified on the facing page or the signature page hereof as a Titled Agent and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders, or any Lenders so identified as a Titled Agent or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.

ARTICLE XIII

NOTICES

13.1 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by email or telecopy (if provided below), as follows:

(i) if to Parent or the Borrower, to it at:

c/o Curbline Properties Corp.

320 Park Avenue, 27^th^ Floor

New York, New York 10022

Attention: Conor Fennerty

Emails: [***]; and [***]

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with copies to (which shall not constitute notice):

c/o Curbline Properties Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attention: Tina Yarian

Email: [***]

and

Jones Day

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114-1190

Attention: Kevin Samuels

Email: [***]

(ii) if to the Administrative Agent, to it at:

Wells Fargo Bank, National Association

550 South Tryon Street, Charlotte, NC 28202

Attention: Kate Brown

Telephone No: [***]

Email: [***]

with a copy to:

Wells Fargo Bank, National Association

550 South Tryon Street, Charlotte, NC 28202

Attention: Lindsey Hucks

Telephone No: [***]

Email: [***]

(iii) if to any of Issuing Lenders, to it at:

(A) in the case of Wells Fargo Bank, National Association:

Wells Fargo Bank, National Association

Minneapolis Loan Center

MAC N9300-085

600 South 4th Street, 8th Floor

Minneapolis, Minnesota 55415,

Email: [***]

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with a copy to:

Wells Fargo Bank, National Association

550 South Tryon Street

Charlotte, NC 28202

Attention: Kate Brown

Telephone No: [***]

Email: [***]

(B) in the case of PNC Bank, National Association:

PNC Bank, National Association

340 Madison Avenue, 10th Floor

New York, NY 10173

Attention: Brian P Kelly

Telephone No: [***]

Email: [***]

with a copy to:

PNC Bank, National Association

500 First Avenue

Mailstop: P7-PFSC-04-V

Pittsburgh, PA 15219

Attention: William J Corcoran III

Telephone No: [***]

Email: [***]; [***]

Fax: [***]

(iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through the Approved Electronic Platform, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Notices and other communications to the Lenders and the Issuing Lenders hereunder may be delivered or furnished by using the Approved Electronic Platform pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.

(d) Electronic Systems.

(i) Each of Parent and the Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Lenders and the other Lenders by posting the Communications on IntraLinks^™^, DebtDomain, SyndTrak, ClearPar or any other substantially similar electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

(ii) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Lenders and Parent and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Lenders, Parent and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(iii) The Approved Electronic Platform and the Communications are provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Communications, or the adequacy of the Approved Electronic Platform and expressly disclaim liability for errors or omissions in the Communications and the Approved Electronic Platform. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Approved Electronic Platform. In no event shall the Administrative Agent or any Joint Lead Arrangers or any of their respective Related Parties (collectively, the “Agent Parties”) have any liability to Parent, the Borrower, any Lender, the Issuing Lenders or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of Parent’s, the Borrower’s or the Administrative Agent’s transmission of Communications through the Internet or the Approved Electronic Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of Parent or the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Lender by means of electronic communications pursuant to this Section, including through the Approved Electronic Platform.

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(iv) Each Lender and each Issuing Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender and Issuing Lender agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s or Issuing Lender’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(v) Each of the Lenders, each of the Issuing Lenders, Parent and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(vi) Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

ARTICLE XIV

COUNTERPARTS

(a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and the Fee Letters constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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(b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 13.1), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of Parent, the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, Parent, the Borrower and each other Loan Party hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, Parent, the Borrower and the other Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities, losses or damages arising as a result of the failure of Parent, the Borrower and/or any other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature, except to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct or gross negligence of such Lender-Related Person.

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IN WITNESS WHEREOF, the Borrower, Parent, the Lenders and the Administrative Agent have executed this Agreement as of the date first above written.

CURBLINE PROPERTIES LP,
as Borrower
By	/s/ Conor M. Fennerty
Name:	Conor M. Fennerty
Title:	Executive Vice President, Chief Financial Officer and Treasurer
CURBLINE PROPERTIES CORP.,
as Parent
By	/s/ Conor M. Fennerty
Name:	Conor M. Fennerty
Title:	Executive Vice President, Chief Financial Officer and Treasurer