Common use of Finality of Disbursement Requests Clause in Contracts

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS GUARANTY dated as of ______________, 20__ (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of the date hereof, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks, the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS AMENDED AND RESTATED GUARANTY dated as of ______________June 30, 20__ 2015 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Restated Credit Agreement dated as of the date hereofhereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Spirit Realty, L.P.Tier Operating Partnership LP, a Delaware Texas limited partnership (the “Borrower”), TIER REIT, Inc., a Maryland corporation (the “Parent”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks, Banks and the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER THIS GUARANTY dated as of _____________ __, 20__ (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of the date hereofNovember 21, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Government Properties Income Trust, a Maryland real estate investment trust (the “Borrower”), each of the financial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, Lenders and the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, and the Issuing Banks, the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain $_____________ __________ __, 20__ FOR VALUE RECEIVED, the following information: THIS GUARANTY dated as undersigned, PREIT ASSOCIATES, L.P. (“PREIT”), PREIT-XXXXX, INC. (“PREIT-Xxxxx”) and PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (the “Parent”; together with PREIT and PREIT-Xxxxx, each individually, a “Borrower” and collectively, the “Borrower”) jointly and severally hereby unconditionally promise to pay to the order of ______________, 20_____________ (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “GuarantorsLender”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION), in its capacity care of Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), to its address at 000 Xxxxx Xxxxx Xxxxxx, 6th Floor, Charlotte, North Carolina 28202 or at such other address as may be specified by the Administrative Agent to the Borrower, the principal sum of ___________________ AND ___/100 DOLLARS ($_____________), or such lesser amount as may be the then outstanding and unpaid balance of all Revolving Loans made by the Lender to the Borrower pursuant to, and in accordance with the terms of, the Credit Agreement (as defined below). The Borrower further agrees to pay interest at said office, in like money, on the unpaid principal amount owing hereunder from time to time on the dates and at the rates and at the times specified in the Credit Agreement. This [Amended and Restated] Revolving Note (this “Note”) for is one of the Lenders under “Revolving Notes” referred to in that certain Amended and Restated Credit Agreement dated as of the date hereofMay 24, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for its benefit by and among the Borrower, the financial institutions party thereto and their assignees under Section 11.6.(b) thereof, the Administrative Agent and the benefit other parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the LendersRevolving Loans by the Lender to the Borrower in the aggregate principal Dollar amount first above mentioned, (b) permits the Issuing Banks prepayment of the Revolving Loans by the Borrower subject to certain terms and conditions and (c) provides for the Specified Derivatives Providers (acceleration of the Administrative AgentRevolving Loans upon the occurrence of certain specified events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the Lenderspart of the holder hereof shall operate as a waiver of such rights. Time is of the essence for this Note. THIS NOTE SHALL BE GOVERNED BY, the Swingline LenderAND CONSTRUED IN ACCORDANCE WITH, the Issuing BanksTHE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS EXECUTED, the Specified Derivatives ProvidersAND TO BE FULLY PERFORMED, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”)IN SUCH COMMONWEALTH.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS GUARANTY dated as of ______________$ , 20__ (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder20 FOR VALUE RECEIVED, all of the undersigned, PREIT ASSOCIATES, L.P. (“PREIT”), PREIT- XXXXX, INC. (“PREIT-Xxxxx”) and PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (the “Parent”; together with such other Persons PREIT and PREIT-Xxxxx, each individually, a “GuarantorBorrower” and collectively, the “GuarantorsBorrower”) in favor jointly and severally hereby unconditionally promise to pay to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION(the “Lender”), in its capacity care of Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), to its address at 00 Xxxxx Xxxxxx Xxxxx, 32nd Floor, Chicago, IL 60606 or at such other address as may be specified by the Administrative Agent to the Borrower, the principal sum of AND /100 DOLLARS ($ ), or such lesser amount as may be the then outstanding and unpaid balance of all Revolving Loans made by the Lender to the Borrower pursuant to, and in accordance with the terms of, the Credit Agreement (as defined below). The Borrower further agrees to pay interest at said office, in like money, on the unpaid principal amount owing hereunder from time to time on the dates and at the rates and at the times specified in the Credit Agreement. This [Amended and Restated] Revolving Note (this “Note”) for is one of the Lenders under “Revolving Notes” referred to in that certain Amended and Restated First Lien Credit Agreement dated as of the date hereof, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto December 10 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for its benefit by and among the Borrower, the financial institutions party thereto and their assignees under Section 12.6(b) thereof, the Administrative Agent and the benefit other parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the LendersRevolving Loans by the Lender to the Borrower in the aggregate principal Dollar amount first above mentioned, (b) permits the Issuing Banks prepayment of the Revolving Loans by the Borrower subject to certain terms and conditions and (c) provides for the Specified Derivatives Providers acceleration of the Revolving Loans upon the occurrence of certain specified events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. Time is of the essence for this Note. THIS NOTE AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (the Administrative AgentWHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS NOTE SHALL BE GOVERNED BY, the LendersAND CONSTRUED IN ACCORDANCE WITH, the Swingline Lender, the Issuing Banks, the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”)THE LAWS OF THE STATE OF NEW YORK.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS GUARANTY dated as of ______________$ , 20__ (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder20 FOR VALUE RECEIVED, all of the undersigned, together with such other Persons each EQC OPERATING TRUST, a “Guarantor” and collectively, real estate investment trust organized under the laws of Maryland (the “GuarantorsBorrower”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATIONhereby unconditionally promises to pay to or registered assigns (the “Lender”), in its capacity care of Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) for ), to its address at 000 Xxxxxx Xxxxxx S., 00xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other address as may be specified by the Lenders Administrative Agent to the Borrower, the principal sum of AND /100 DOLLARS ($ )(or such lesser amount as shall equal the aggregate unpaid principal amount of the 5-Year Term Loan made by the Lender to the Borrower under that certain the Credit Agreement (defined below)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement. This 5-Year Term Note is one of the “5-Year Term Notes” referred to in the Amended and Restated Credit Agreement dated as of the date hereofNovember 10, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for its benefit by and among the benefit of the LendersBorrower, the Issuing Banks financial institutions party thereto and the Specified Derivatives Providers (their assignees under Section 12.5. thereof, the Administrative Agent, and the Lendersother parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the Swingline Lenderrespective meanings given to such terms in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this 5-Year Term Note upon the occurrence of certain events and for prepayments of 5-Year Term Loans upon the terms and conditions specified therein. Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by the Issuing BanksLender to any other person. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the Specified Derivatives Providerspart of the holder hereof shall operate as a waiver of such rights. Time is of the essence for this 5-Year Term Note. THIS 5-YEAR TERM NOTE SHALL BE GOVERNED BY, each individually a “Guarantied Party” and collectivelyAND CONSTRUED IN ACCORDANCE WITH, the “Guarantied Parties”)THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS GUARANTY dated as of ______________$ , 20__ (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder20 FOR VALUE RECEIVED, all of the undersigned, together with such other Persons each a “Guarantor” and collectivelyREGENCY CENTERS, L.P. (the “GuarantorsBorrower”) in favor hereby unconditionally promises to pay to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION(the “Lender”), in its capacity care of Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), to Xxxxx Fargo Bank, National Association, 000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other address as may be specified by the Administrative Agent to the Borrower, the principal sum of AND /100 DOLLARS ($ ), or such lesser amount as may be the then outstanding and unpaid balance of Term Loan made by the Lender to the Borrower pursuant to, and in accordance with the terms of, the Credit Agreement. The Borrower further agrees to pay interest at said office, in like money, on the unpaid principal amount owing hereunder from time to time on the dates and at the rates and at the times specified in the Credit Agreement. This Note (this “Note”) for is one of the Lenders under that certain Credit “Notes” referred to in the Term Loan Agreement dated as of the date hereof, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for its benefit by and among the benefit of the LendersBorrower, Regency Centers Corporation, the Issuing Banks financial institutions party thereto and the Specified Derivatives Providers (their assignees under Section 12.6. thereof, the Administrative Agent, and the Lendersother parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the Swingline Lenderrespective meanings given to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the Issuing Banksmaking of Term Loans by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, (b) permits the Specified Derivatives Providersprepayment of the Loans by the Borrower subject to certain terms and conditions and (c) provides for the acceleration of the Loans upon the occurrence of certain specified events. The Borrower hereby waives presentment, each individually demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a “Guarantied Party” and collectivelywaiver of such rights. Time is of the essence for this Note. THIS NOTE SHALL BE GOVERNED BY, the “Guarantied Parties”)AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at BorrowerXxxxxxxx’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS GUARANTY dated as of ______________December 18, 20__ 2014 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of the date hereofhereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Spirit Realty, L.P.Tier Operating Partnership LP, a Delaware Texas limited partnership (the “Borrower”), TIER REIT, Inc., a Maryland corporation (the “Parent”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks, Banks and the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: All wire instructions must contain the following information: THIS GUARANTY dated as of ______________September 27, 20__ 2018 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain First Amended and Restated Credit Agreement Agreement, dated as of the date hereof, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among UDR, Inc., a Maryland corporation (the “Borrower”), the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers Swingline Lenders (the Administrative Agent, the Lenders, the Swingline Lender, Lenders and the Issuing Banks, the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS GUARANTY dated as of ______________$ , 20__ (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder20 FOR VALUE RECEIVED, all of the undersigned, PREIT ASSOCIATES, L.P. (“PREIT”), PREIT- XXXXX, INC. (“PREIT-Xxxxx”) and PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (the “Parent”; together with such other Persons PREIT and PREIT-Xxxxx, each individually, a “GuarantorBorrower” and collectively, the “GuarantorsBorrower”) in favor jointly and severally hereby unconditionally promise to pay to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION(the “Lender”), in its capacity care of Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), to its address at 00 Xxxxx Xxxxxx Xxxxx, 32nd Floor, Chicago, IL 60606 or at such other address as may be specified by the Administrative Agent to the Borrower, the principal sum of AND /100 DOLLARS ($ ), or such lesser amount as may be the then outstanding and unpaid balance of all Term Loans made by the Lender to the Borrower pursuant to, and in accordance with the terms of, the Credit Agreement (as defined below). The Borrower further agrees to pay interest at said office, on the unpaid principal amount owing hereunder from time to time on the dates and at the rates and at the times and in the manner specified in the Credit Agreement. This Term Note (this “Note”) for is one of the Lenders under “Term Notes” referred to in that certain Second Lien Credit Agreement dated as of the date hereofDecember 10, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for its benefit by and among the Borrower, the financial institutions party thereto and their assignees under Section 12.6(b) thereof, the Administrative Agent and the benefit other parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the LendersTerm Loans by the Lender to the Borrower in the aggregate principal Dollar amount first above mentioned, (b) permits the Issuing Banks prepayment of the Term Loans by the Borrower subject to certain terms and conditions and (c) provides for the Specified Derivatives Providers acceleration of the Term Loans upon the occurrence of certain specified events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. Time is of the essence for this Note. THIS NOTE AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (the Administrative AgentWHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS NOTE SHALL BE GOVERNED BY, the LendersAND CONSTRUED IN ACCORDANCE WITH, the Swingline Lender, the Issuing Banks, the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”)THE LAWS OF THE STATE OF NEW YORK.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS AMENDED, RESTATED AND CONSOLIDATED GUARANTY dated as of ______________April 1, 20__ 2014 (this “Guaranty”) ), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended, Restated & Consolidated Credit Agreement dated as of the date hereofApril 1, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PARKWAY PROPERTIES LP (the “Borrower”), PARKWAY PROPERTIES, INC. (the “Parent”), the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, the Issuing Banks Bank and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing BanksBank, and the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS GUARANTY dated as of ______________October 20, 20__ 2015 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of the date hereof, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among UDR, Inc., a Maryland corporation (the “Borrower”), the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers Swingline Lenders (the Administrative Agent, the Lenders, the Swingline Lender, Lenders and the Issuing Banks, the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS GUARANTY dated as of ______________June 26, 20__ 2015 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Credit Term Loan Agreement dated as of the date hereof, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PARKWAY PROPERTIES LP (the “Borrower”), PARKWAY PROPERTIES, INC. (the “Parent”), the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), the Administrative Agent and the other parties thereto for its benefit and the benefit of the Lenders, the Issuing Banks Lenders and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks, Lenders and the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS GUARANTY dated as of ______________NON-RESTRICTED ACCOUNT DISBURSEMENT EXHIBIT , 20__ (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of 20 XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under 0000 X Xxxxxx X.X. Xxxxx 000 Xxxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxx Reference is made to that certain Credit Agreement dated as of the date hereofDecember 28, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for its benefit by and among Park Intermediate Holdings LLC (the “Company”), Park Hotels & Resorts Inc. (the “Parent”), the Subsidiaries of the Company from time to time party thereto as Subsidiary Borrowers, the financial institutions party thereto and their assignees under Section 13.6. (the “Lenders”), Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), and the benefit other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement. Pursuant to Section 9.3. of the LendersCredit Agreement, the undersigned, on behalf of the Company in [his][her] capacity as an officer of the Company and not individually, hereby certifies to the Administrative Agent, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks, the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).Lenders as follows: