Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President

Subsidiary Guarantors. SCP DISTRIBUTORS FP AIRPARK AB, LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its FPR Holdings Limited Partnership Its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa NameFPR General Partner, LLC Its General Partner By: Mxxxxx X. Xxxxx de la Mesa TitleFirst Potomac Realty Investment Limited Partnership Its Sole Member By: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor First Potomac Realty Trust Its General Partner By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO POOL DEVELOPMENT LLCChief Financial Officer 0000 XXXXXXXXX XXXXXXXXX I, a Delaware limited liability company, as Subsidiary Guarantor LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO SPLASH HOLDINGSChief Financial Officer 0000 XXXXXXXXX XXXXXXXXX II, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO HORIZON DISTRIBUTORSChief Financial Officer FP CHESTERFIELD ABEF, INC.LLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, a Delaware corporation, as Subsidiary Guarantor LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEand Chief Financial Officer FP CHESTERFIELD CDGH, LLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer (Signatures continued on next page) 403 & 000 XXXXX XXXXX, LLC By: 403 & 000 Xxxxx Xxxxx Manager, LLC Its Managing Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer FP HANOVER C, LLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer FP HANOVER D, LLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer (Signatures continued on next page) FP PROSPERITY, LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer XXXXXXX FIRST LLC By: First Xxxxxxx LLC Its Sole Member By: Columbia Holding Associates LLC Its Sole Member By: Xxxxxx/Xxxxxxx Investment LLC Its Sole Member By: Xxxxxx/Xxxxxxx Holding LLC Its Sole Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer (Signatures continued on next page) FPR HOLDINGS LIMITED PARTNERSHIP By: FPR General Partner, LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer NEWINGTON TERMINAL LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer XXXXXXXX WAY INVESTMENTS LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer (Signatures continued on next page) COLUMBIA HOLDING ASSOCIATES LLC By: Xxxxxx/Xxxxxxx Investment LLC Its Sole Member By: Xxxxxx/Xxxxxxx Holding LLC Its Sole Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer FIRST XXXXXXX LLC By: Columbia Holding Associates LLC Its Sole Member By: Xxxxxx/Xxxxxxx Investment LLC Its Sole Member By: Xxxxxx/Xxxxxxx Holding LLC Its Sole Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer GREENBRIER/NORFOLK HOLDING LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer (Signatures continued on next page) GREENBRIER/NORFOLK INVESTMENT LLC By: Greenbrier/Norfolk Holding LLC Its Sole Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer XXXXXX/XXXXXXX HOLDING LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer XXXXXX/XXXXXXX INVESTMENT LLC By: Xxxxxx/Xxxxxxx Holding LLC Its Sole Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer (Signatures continued on next page) INTERSTATE PLAZA HOLDING, LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: Interstate Plaza Operating LLC Its Sole Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Mxxx Xxxxx X. Xxxxxx Xxxx Name: Mxxx Xxxxx X. Xxxxxx Xxxx Title: Executive Vice President POOLCORP FINANCIAL INC.and Chief Financial Officer FP GATEWAY CENTER, LLC, a Maryland limited liability company By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXX BUSINESS CENTER, LLC, a Maryland limited liability company By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer (Signatures continued on next page) INTERSTATE PLAZA OPERATING, LLC, a Delaware corporation, as Subsidiary Guarantor limited liability company By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Mxxx Xxxxx X. Xxxxxx Xxxx Name: Mxxx Xxxxx X. Xxxxxx Xxxx Title: Executive Vice President [Signature pages continue] AGENTS and Chief Financial Officer (Signatures continued on next page) ACCEPTED AND LENDERSAGREED AS OF THE 27 DAY OF OCTOBER, 2010: WACHOVIA BANK, KEYBANK NATIONAL ASSOCIATION, individually and as Administrative Agent, Swingline Lender, Issuing Lender and a Lender Agent By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx Xxxx X. Xxxxx Name: Cxxxxxxxx Xxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President(End of Signatures)

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPSAWMILL THREE, INC.)LLC, a Delaware Connecticut limited liability company By: 44 WEST HAVEN HOSPITALITY LLC, a Connecticut limited liability company, as Subsidiary Guarantor its manager By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx X. Xxxxxx Title: President and Secretary CYPRESSManager HHLP PARKSIDE ASSOCIATE, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEHHLP PARKSIDE MANAGER, LLC, a Delaware limited liability company, as Subsidiary Guarantor its manager By: /s/ Mxxx Xxxxxx X. Xxxxxx Name: Mxxx Xxxxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC.Chief Financial Officer HHLP DC CONVENTION CENTER ASSOCIATES, LLC, a Delaware corporationlimited liability company By: HHLP DE CONVENTION CENTER MANAGER, as Subsidiary Guarantor a Delaware limited liability company, its manager By: /s/ Mxxx Xxxxxx X. Xxxxxx Name: Mxxx Xxxxxx X. Xxxxxx Title: President [Manager HERSHA CAMP SPRINGS ASSOCIATES, LLC, a Maryland limited liability company By: HERSHA CAMP SPRINGS MANAGING MEMBER, LLC, a Maryland limited liability company, its manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager HHLP BULFINCH ASSOCIATES, LLC, a Delaware limited liability company By: HHLP BULFINCH MANAGER, LLC, a Delaware limited liability company, its manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager 44 CAMBRIDGE ASSOCIATES, LLC, a Massachusetts limited liability company By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager 44 FRAMINGHAM ASSOCIATES, LLC, a Massachusetts limited liability company By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager HHLP XXXXXXX ASSOCIATES, LLC, a Massachusetts limited liability company By: 44 NORWOOD MANAGING MANAGER, LLC, a Massachusetts limited liability company, its manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager RISINGHAM HOSPITALITY LLC, a New York limited liability company By: HERSHA CONDUIT ASSOCIATES, LLC, a New York limited liability company, its manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager HHLP DUO TWO ASSOCIATES, LLC, a New York limited liability company By: HHLP DUO TWO MANAGER, LLC, a Delaware limited liability company, its managing member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager HHLP DUO ONE ASSOCIATES, LLC, a New York limited liability company By: HHLP DUO ONE MANAGER, LLC, a Delaware limited liability company, its managing member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager HHLP WATER STREET ASSOCIATES, LLC, a Delaware limited liability company By: HHLP WATER STREET MANAGER, LLC, a Delaware limited liability company, its manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager MAIDEN HOTEL LLC a New York limited liability company By: HHLP WALL STREET MANAGER, LLC, a Delaware limited liability company, its manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager 44 CARLISLE ASSOCIATES, a Pennsylvania limited liability company By: HERSHA HOSPITALITY, LLC, a Virginia limited liability company, its managing member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager HHLP HARRISBURG FRIENDSHIP, LP, a Pennsylvania limited partnership By: HHLP HARRISBURG FRIENDSHIP GP, LLC, a Pennsylvania limited liability company, its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager 3144 ASSOCIATES, a Pennsylvania limited partnership By: HERSHA HOSPITALITY, LLC, a Virginia limited liability company, its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager 2144 ASSOCIATES - HERSHEY, a Pennsylvania limited partnership By: HERSHA HOSPITALITY LIMITED LIABILITY COMPANY - Hershey, a Delaware limited liability company, its general partner By: HERSHA HOSPITALITY LIMITED PARTNERSHIP, a Virginia limited partnership, its general partner By: HERSHA HOSPITALITY Trust, a Maryland real estate investment trust, its sole general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: CFO HHLP LANGHORNE TWO ASSOCIATES, LP, a Pennsylvania limited partnership By: HHLP LANGHORNE TWO, LLC, a Pennsylvania limited liability company, its managing member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager AFFORDABLE HOSPITALITY ASSOCIATES, LP, a Pennsylvania limited partnership By: RACE STREET, LLC, a Pennsylvania limited liability company, its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager HHLP XXXXXXXXXXX ASSOCIATES, LLC, a Delaware limited liability company By: HHLP RITTENSHOUSE MANAGER, LLC, a Delaware limited liability company, its manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager HHLP VALLEY FORGE ASSOCIATES, a Pennsylvania limited partnership By: HERSHA HOSPITALITY, LLC, a Virginia limited liability company, its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager 44 HERSHA SMITHFIELD, LLC, a Rhode Island limited liability company By: HERSHA SMITHFIELD MANAGING MEMBER, LLC, a Delaware limited liability company, its manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Manager ADMINISTRATIVE AGENT AND SWING LING BANK CITIBANK, N.A. By /s/ Marcus Gianeaterino Name: Marcus Gianeaterino Title: V.P. INITIAL ISSUING BANK: CITIBANK, N.A. By /s/ Marcus Gianeaterino Name: Marcus Gianeaterino Title: V.P. CITIBANK, N.A., as Initial Lender By /s/ Marcus Gianeaterino Name: Marcus Gianeaterino Title: V.P. Signature pages continue] AGENTS AND LENDERS: WACHOVIA Page to Credit Agreement XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Initial Lender and a Lender By: By /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxx X. Xxxxxxxxxx Name: Rxxxxxx Xxxxx X. Xxxxxxxxxx Title: Vice President BANK OF AMERICA, AMERICA N.A., as a Initial Lender By: By /s/ Gxxx X. Xxxxxx Xxxxxxx Xxxxx Name: Gxxx Xxxxxxx Xxxxx Title: Vice President Beneficial Mutual Savings Bank, as Initial Lender By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Assistant Vice President COMPASS BANK, as Initial Lender By /s/ Xxxxx X. XxXxx Name: Xxxxx X. XxXxx Title: Senior Vice President CAPITAL ONEFifth Third Bank, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK)an Ohio Banking Corporation, as a Initial Lender By: By /s/ Kxxxxxxxx Xxx Xxxxxxx X. Xxxxxxx Name: Kxxxxxxxx Xxx Xxxxxxx X. Xxxxxxx Title: Officer XXXXXXX SACHS BANK USA, as Initial Lender By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory Manufacturers and Traders Trust Company, as Initial Lender By /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President Xxxxxx Xxxxxxx Bank, N.A., as Initial Lender By /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory PNC Bank, National Association, as Initial Lender By /s/ Xxxxx X. Xxxxx-Xxxxxxx Name: Xxxxx X. Xxxxx-Xxxxxxx Title: Senior Vice President [Signature pages continue] COMERICA XXXXXXX XXXXX BANK, N.A., as a Initial Lender ByBy /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Senior Vice President Regions Bank, as Initial Lender By /s/ Cxxxxxxxx Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President INITIAL LENDERS: TD BANK, N.A., as Initial Lender By /s/ Xxxxxx X. Xxxxx Name: Cxxxxxxxx Xxxxxx X. Xxxxx Title: Vice President REGIONS TD BANK, N.A., as a Initial Lender By: By /s/ Jxxxx Xxxxxx X. Xxxxx Name: Jxxxx Xxxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATIONUBS LOAN FINANCE LLC, as a Initial Lender By: By /s/ Gxxx Xxxxxxxx Xxxx X. Xxxx Name: Gxxx Xxxxxxxx Xxxx X. Xxxx Title: Associate Director By /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Associate Director INITIAL LENDERS: US BANKING National Association, as Initial Lender By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPBEHRINGER HARVARD WAYSIDE, INC.)LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxxxxx, III Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxxxxx, III Title: Executive Vice President Corporate Development and CEO ALLIANCE TRADINGLegal (SEAL) BEHRINGER HARVARD CENTREPORT OFFICE LP, a Texas limited partnership By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) BEHRINGER HARVARD TEXAS STREET LP, a Delaware limited partnership By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) [Signatures continued on next page] BEHRINGER HARVARD XXXXXXXX LAND LP, a Texas limited partnership By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) WOODREST ROAD ASSOCIATES II, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) BEHRINGER HARVARD EQUITY DRIVE LP, a Delaware limited partnership By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) BEHRINGER HARVARD CITY CENTRE OWNER LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) [Signatures continued on next page] BEHRINGER HARVARD BRIARLAKE PLAZA LP, a Delaware limited partnership By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) IPC MARYLAND I HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) IPC REALTY II, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) IPC REALTY, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) [Signatures continued on next page] IPC COMMERCIAL PROPERTIES, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) IPC LP/WP HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) IPC FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) IPC METROCENTER HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) IPC CRESCENT CENTER HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) [Signatures continued on next page] IPC NOI HOLDINGS, INC., a Delaware corporation, as Subsidiary Guarantor corporation By: /s/ Mxxxxxx Xxxxxx X. Xxxxxxx, III Name: Mxxxxxx Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Secretary CYPRESSLegal (SEAL) IPC (US) REALTY HOLDINGS III, INC., a Nevada corporation, as Subsidiary Guarantor Delaware corporation By: /s/ Mxxxxxx Xxxxxx X. Xxxxxxx, III Name: Mxxxxxx Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Secretary SUPERIOR POOL PRODUCTS Legal (SEAL) IPC FLORIDA III HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) IPC FLORIDA III, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Title: Executive Vice President Corporate Development and Legal (SEAL) BEHRINGER HARVARD CITY CENTRE PARENT LLC, a Delaware limited liability company, as Subsidiary Guarantor a pledgor only and not as a guarantor By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxxxxx, III Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxxxxx, III Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Executive Vice President Corporate Development and Legal (SEAL) [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice PresidentSignatures continued on next page]

Subsidiary Guarantors. SCP DISTRIBUTORS TITAN ENERGY PARTNERS, L.L.C. By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer TITAN ENERGY PARTNERS, L.P. By: TITAN ENERGY PARTNERS, L.L.C., its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer TITAN PROPANE LLC (successor by merger to NATIONAL POOL TITLE GROUPBy: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer TITAN PROPANE SERVICES, INC.), a Delaware limited liability company, as Subsidiary Guarantor . By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa H. Xxxxxxx Xxxxxxxx Title: President and CEO ALLIANCE TRADINGChief Financial Officer LA GRANGE ACQUISITION, INC., a Delaware corporation, as Subsidiary Guarantor L.P. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESSLA GP, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member general partner By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa H. Xxxxxxx Xxxxxxxx Title: President and CEO SCP INTERNATIONALChief Financial Officer LG PL, INC, a Delaware corporation, as Subsidiary Guarantor LLC By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa H. Xxxxxxx Xxxxxxxx Title: President and CEO POOL DEVELOPMENT LLCChief Financial Officer ETC TEXAS PIPELINE, a Delaware limited liability companyLTD. ETC GAS COMPANY, as Subsidiary Guarantor LTD. ETC KATY PIPELINE, LTD. ETC TEXAS PROCESSING, LTD. By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGELG PL, LLC, a Delaware limited liability company, as Subsidiary Guarantor its general partner By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx H. Xxxxxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Chief Financial Corporation (Canada))Officer LGM, as Canadian Dollar Lender LLC By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx H. Xxxxxxx Xxxxxxxx Title: Vice PresidentChief Financial Officer ETC MARKETING, LTD. By: LGM, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer ETC OASIS GP, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer OASIS PIPELINE, LP ETC OASIS, L.P. By: ETC OASIS GP, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer FIVE DAWACO, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer ET COMPANY I, LTD. XXXXXXXX TRANSMISSION COMPANY, LTD. WHISKEY BAY GATHERING COMPANY, LTD. WHISKEY BAY GAS COMPANY, LTD. By: FIVE DAWACO, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer TETC, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer TEXAS ENERGY TRANSFER COMPANY, LTD. By: TETC, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer (A-2)-11 OASIS PIPE LINE COMPANY By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer OASIS PIPE LINE FINANCE COMPANY By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer OASIS PARTNER COMPANY By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer OASIS PIPE LINE MANAGEMENT COMPANY By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer OASIS PIPE LINE COMPANY TEXAS L.P. By: OASIS PIPE LINE MANAGEMENT COMPANY, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer ENERGY TRANSFER FUEL GP, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer ENERGY TRANSFER FUEL, LP ET FUEL PIPELINE, L.P. By: ENERGY TRANSFER FUEL GP, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL HOLDINGS GP, L.L.C. By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HP HOUSTON HOLDINGS, L.P. By: HPL HOLDINGS GP, L.L.C., its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL CONSOLIDATION LP By: HPL HOLDINGS GP, L.L.C., its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL STORAGE GP LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL ASSET HOLDINGS LP By: HPL STORAGE GP LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL LEASECO LP By: HPL STORAGE GP LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL GP, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HOUSTON PIPE LINE COMPANY LP By: HPL GP, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL RESOURCES COMPANY LP By: HPL GP, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL GAS MARKETING LP By: HPL GP, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL HOUSTON PIPE LINE COMPANY, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - (Cust.) TEN ENT - as tenants by entireties Custodian for: (Minor) JT TEN - as joint tenants with right of survivorship and not as tenants in common Under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Please print or type name and address including postal zip code of assignee: the within Security and all rights thereunder, hereby irrevocably constituting and appointing to transfer said Security on the books of the Partnership, with full power of substitution in the premises. Dated Registered Holder

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPPLAINS MARKETING, INC.)L.P. By: Plains Marketing GP Inc., a Delaware limited liability company, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Xxxx Xxxxxx Xxxx Xxxxxx Executive Vice President and CEO ALLIANCE TRADINGChief Financial Officer PLAINS PIPELINE, INC.L.P. By: Plains Marketing GP Inc., a Delaware corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxxx Xxxx Xxxxxx Name: Mxxxxxx Xxxx Xxxxxx Title: Executive Vice President and Secretary CYPRESS, Chief Financial Officer PLAINS MARKETING GP INC., a Nevada corporation, as Subsidiary Guarantor . By: /s/ Mxxxxxx Xxxx Xxxxxx Name: Mxxxxxx Xxxx Xxxxxx Title: Executive Vice President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor Chief Financial Officer PLAINS MARKETING CANADA LLC By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLCPlains Marketing, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLCL.P., its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONALPlains Marketing GP Inc., INC, a Delaware corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Xxxx Xxxxxx Xxxx Xxxxxx Executive Vice President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor Chief Financial Officer PMC (NOVA SCOTIA) COMPANY By: /s/ Mxxxxx X. Xxxxx de la Mesa NameXxxx Xxxxxx Xxxx Xxxxxx Executive Vice President PLAINS MARKETING CANADA, L.P. By: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGSPMC (Nova Scotia) Company, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxx X. Xxxxx de la Mesa NameXxxx Xxxxxx Xxxx Xxxxxx Executive Vice President BASIN HOLDINGS GP LLC By: Mxxxxx X. Xxxxx de la Mesa TitlePlains Pipeline, L.P., its Sole Member By: President and CEO HORIZON DISTRIBUTORSPlains Marketing GP Inc., INC., a Delaware corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Xxxx Xxxxxx Xxxx Xxxxxx Executive Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEand Chief Financial Officer BASIN PIPELINE HOLDINGS, L.P. By: Basin Holdings GP LLC, a Delaware limited liability companyits General Partner By: Plains Pipeline, as Subsidiary Guarantor L.P., its Sole Member By: Plains Marketing GP Inc., its General Partner By: /s/ Mxxx X. Xxxx Xxxxxx NameXxxx Xxxxxx Executive Vice President and Chief Financial Officer RANCHO HOLDINGS GP LLC By: Mxxx X. Xxxxxx TitlePlains Pipeline, L.P., its Sole Member By: President POOLCORP FINANCIAL INC.Plains Marketing GP Inc., a Delaware corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxx X. Xxxx Xxxxxx NameXxxx Xxxxxx Executive Vice President and Chief Financial Officer RANCHO PIPELINE HOLDINGS, L.P. By: Mxxx X. Xxxxxx TitleRancho Holdings GP LLC, its General Partner By: President [Signature pages continue] AGENTS AND LENDERSPlains Pipeline, L.P., its Sole Member By: WACHOVIA BANKPlains Marketing GP Inc., NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender its General Partner By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Xxxx Xxxxxx Xxxx Xxxxxx Executive Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress and Chief Financial Corporation (Canada))Officer PLAINS LPG SERVICES GP LLC By: Plains Marketing, as Canadian Dollar Lender L.P., its Sole Member By: Plains Marketing GP Inc., its General Partner By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Xxxx Xxxxxx Xxxx Xxxxxx Executive Vice President BANK OF AMERICAand Chief Financial Officer PLAINS LPG SERVICES, N.A.L.P. By: Plains LPG Services GP LLC, as a Lender its General Partner By: Plains Marketing, L.P., its Sole Member By: Plains Marketing GP Inc., its General Partner By: /s/ Gxxx X. Xxxx Xxxxxx Name: Gxxx X. Xxxx Xxxxxx Title: Senior Executive Vice President CAPITAL ONEand Chief Financial Officer LONE STAR TRUCKING, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK)LLC By: Plains LPG Services, as a Lender L.P., its Sole Member By: Plains LPG Services GP LLC, its General Partner By: Plains Marketing, L.P., its Sole Member By: Plains Marketing GP Inc., its General Partner By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Xxxx Xxxxxx Xxxx Xxxxxx Executive Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice Presidentand Chief Financial Officer

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPBEHRINGER HARVARD WAYSIDE, INC.)LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President and CEO ALLIANCE TRADINGCFO & Treasurer (SEAL) BEHRINGER HARVARD CENTREPORT OFFICE LP, a Texas limited partnership By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) BEHRINGER HARVARD TEXAS STREET LP, a Delaware limited partnership By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) [Signatures continued on next page] BEHRINGER HARVARD XXXXXXXX LAND LP, a Texas limited partnership By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) WOODCREST ROAD ASSOCIATES II, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) BEHRINGER HARVARD EQUITY DRIVE LP, a Delaware limited partnership By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) BEHRINGER HARVARD CITY CENTRE OWNER LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) [Signatures continued on next page] BEHRINGER HARVARD BRIARLAKE PLAZA LP, a Delaware limited partnership By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer IPC MARYLAND I HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer IPC REALTY II, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) IPC REALTY, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) [Signatures continued on next page] IPC COMMERCIAL PROPERTIES, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) IPC LP/WP HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) IPC FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) IPC METROCENTER HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) IPC CRESCENT CENTER HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) [Signatures continued on next page] IPC NOI HOLDINGS, INC., a Delaware corporation, as Subsidiary Guarantor corporation By: /s/ Mxxxxxx Xxxxxx Xxxxx X. Xxxxxxx Name: Mxxxxxx Xxxxxx Xxxxx X. Xxxxxxx Title: President and Secretary CYPRESSCFO & Treasurer (SEAL) IPC (US) REALTY HOLDINGS III, INC., a Nevada corporation, as Subsidiary Guarantor Delaware corporation By: /s/ Mxxxxxx Xxxxxx Xxxxx X. Xxxxxxx Name: Mxxxxxx Xxxxxx Xxxxx X. Xxxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS CFO & Treasurer (SEAL) IPC FLORIDA III HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) IPC FLORIDA III, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CFO & Treasurer (SEAL) BEHRINGER HARVARD CITY CENTRE PARENT LLC, a Delaware limited liability company, as Subsidiary Guarantor a pledgor only and not as a guarantor By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. CFO & Treasurer (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President SEAL) [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice PresidentSignatures continued on next page]

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS SCF Realty IFH LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. company SCF Realty Funding LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT company SCF Realty Servicing Company LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, company SCFRC-HW LLC, a Delaware limited liability companycompany SCF Realty Capital Trust LLC, a Delaware limited liability company SCFRC-HW-V LLC, a Delaware limited liability company SCFRC-HW-528 South Broadway-Salem LLC, a Delaware limited liability company SCFRC-HW-G LLC, a Delaware limited liability company SCF RC Funding IV LLC, a Delaware limited liability company SCF TRS LLC, a Delaware limited liability company SCF RC Funding Canal LLC, a Delaware limited liability company SCf RC Funding I LLC, a Delaware limited liability company SCF RC Funding II LLC, a Delaware limited liability company SCF RC Funding III LLC, a Delaware limited liability company LB Funding I LLC, a Delaware limited liability company By: Essential Properties, L.P., as Subsidiary Guarantor manager, sole member or sole member of the sole member of each of the entities listed above By: Essential Properties OP G.P., LLC, its general partner By: /s/ Mxxx Xxxx X. Xxxxxx Name: Mxxx Xxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC.Executive Vice President, a Delaware corporationChief Financial Officer, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA Treasurer and Corporate Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline LenderSustainability Structuring Agent, Issuing Lender Joint Lead Arranger and as a Lender By: /s/ Gxxx Xxxxxxxx D. Xxxxx Xxxxxxx Name: Gxxx Xxxxxxxx D. Xxxxx Xxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President Managing Director BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Xxxxx Name: Gxxx X. Xxxxxx Xxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK)Bank of Montreal, as a Lender By: /s/ Kxxxxxxxx Xxxxxxx Xxx Chabanon Name: Kxxxxxxxx Xxxxxxx Xxx Chabanon Title: Senior Vice President [Signature pages continue] COMERICA 10 THE HUNTINGTON NATIONAL BANK, as a Lender By: /s/ Cxxxxxxxx Xxxx X. Xxxxx Name: Cxxxxxxxx Xxxx X. Xxxxx Title: Assistant Vice President REGIONS BANKTD Bank. N.A., as a Lender By: /s/ Jxxxx Xxxxx XxxXxxxx Name: Xxxxx XxxXxxxx Title: Vice President Truist Bank, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director 13 Capital One, National Association, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory 14 MIZUHO BANK, LTD., as a Lender By: /s/ Xxxxx XxXxxxxxxxx Name: Xxxxx XxXxxxxxxxx Title: Executive Director Citizens Bank, N.A., as a Lender By: /s/ Xxxxxx Xxxxx Name: Jxxxx X. Xxxxxx Xxxxx Title: Senior Vice President WXXXX FARGO BANK SVP Citibank N.A., as a Lender By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Authorized Signatory XXXXXXX SACHS BANKS USA, as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory Barclays Bank PLC, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Xxxx Name: Gxxx Xxxxxxxx Xxxx Title: Senior Vice PresidentPresident 20 EXHIBIT A Amended Credit Agreement $1,200,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among ESSENTIAL PROPERTIES REALTY TRUST, INC., as the Parent REIT, ESSENTIAL PROPERTIES, L.P., as the Borrower, the Lenders referred to herein, as Lenders, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Sustainability Structuring Agent and Issuing Lender dated as of April 12, 2019 ------------------------------------- XXXXX FARGO SECURITIES LLC, and BOFA SECURITIES, INC., as Joint Bookrunners and with TRUIST SECURITIES, INC., as Joint Lead Arrangers and BARCLAYS BANK PLC, CITIBANK, N.A., CAPITAL ONE, NATIONAL ASSOCIATION, TD BANK, N.A., HUNTINGTON NATIONAL BANK, BANK OF MONTREAL, MIZUHO BANK, LTD., as Documentation Agents SECTION 1 DEFINITIONS ..................................................................................................................... 1 1.1 Defined Terms .................................................................................................................... 1 1.2 Other Definitional Provisions ............................................................................................ 1 1.3 Accounting Changes ........................................................................................................ 1 SECTION 2 AMOUNT AND TERMS OF COMMITMENTS .................................................................. 1 2.1 Revolving Credit Commitments ......................................................................................... 1 2.2 Procedure for Revolving Credit Borrowing ........................................................................ 1 2.3 Initial Term Loans and Second Tranche Term Loans ........................................................ 1

Subsidiary Guarantors. SCP DISTRIBUTORS FP AIRPARK AB, LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its FPR Holdings Limited Partnership Its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa NameFPR General Partner, LLC Its General Partner By: Mxxxxx X. Xxxxx de la Mesa TitleFirst Potomac Realty Investment Limited Partnership Its Sole Member By: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor First Potomac Realty Trust Its General Partner By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO POOL DEVELOPMENT LLCChief Financial Officer 0000 XXXXXXXXX XXXXXXXXX I, a Delaware limited liability company, as Subsidiary Guarantor LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO SPLASH HOLDINGSChief Financial Officer 0000 XXXXXXXXX XXXXXXXXX II, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor Chief Financial Officer CROSSWAYS ASSOCIATES LLC By: Xxxxxxxx Way Investments LLC Its Sole Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEand Chief Financial Officer FP CHESTERFIELD ABEF, LLCLLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, a Delaware limited liability company, as Subsidiary Guarantor LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Mxxx Xxxxx X. Xxxxxx Xxxx Name: Mxxx Xxxxx X. Xxxxxx Xxxx Title: Executive Vice President POOLCORP FINANCIAL INC.and Chief Financial Officer FP CHESTERFIELD CDGH, a Delaware corporationLLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, as Subsidiary Guarantor LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Mxxx Xxxxx X. Xxxxxx Xxxx Name: Mxxx Xxxxx X. Xxxxxx Xxxx Title: Executive Vice President [Signature pages continue] AGENTS AND LENDERSand Chief Financial Officer ENTERPRISE CENTER I, LLC By: WACHOVIA BANKEnterprise Center Manager, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender LLC Its Managing Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Gxxx Xxxxxxxx Xxxxx X. Xxxx Name: Gxxx Xxxxxxxx Xxxxx X. Xxxx Title: Executive Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress and Chief Financial Corporation (Canada))Officer GATEWAY MANASSAS I, as Canadian Dollar Lender LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Rxxxxxx Xxxxxxxxxx Xxxxx X. Xxxx Name: Rxxxxxx Xxxxxxxxxx Xxxxx X. Xxxx Title: Executive Vice President BANK OF AMERICAand Chief Financial Officer 403 & 405 XXXXX DRIVE, N.A.LLC By: 403 & 000 Xxxxx Xxxxx Manager, as a Lender LLC Its Managing Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Gxxx Xxxxx X. Xxxxxx Xxxx Name: Gxxx Xxxxx X. Xxxxxx Xxxx Title: Senior Executive Vice President CAPITAL ONEand Chief Financial Officer FP HANOVER C, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK)LLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, as a Lender LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Kxxxxxxxx Xxx Xxxxx X. Xxxx Name: Kxxxxxxxx Xxx Xxxxx X. Xxxx Title: Senior Executive Vice President [Signature pages continue] COMERICA BANKand Chief Financial Officer FP HANOVER D, as a Lender LLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Cxxxxxxxx Xxxxx X. Xxxxx Xxxx Name: Cxxxxxxxx Xxxxx X. Xxxxx Xxxx Title: Executive Vice President REGIONS BANKand Chief Financial Officer LINDEN I, as a Lender LLC By: Linden I Manager, LLC Its Managing Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Jxxxx Xxxxx X. Xxxxx Xxxx Name: Jxxxx Xxxxx X. Xxxxx Xxxx Title: Senior Executive Vice President WXXXX FARGO BANK NATIONAL ASSOCIATIONand Chief Financial Officer XX XXXX, as a Lender LLC By: XX Xxxx Manager Its Managing Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Gxxx Xxxxxxxx Xxxxx X. Xxxx Name: Gxxx Xxxxxxxx Xxxxx X. Xxxx Title: Executive Vice PresidentPresident and Chief Financial Officer NEWINGTON TERMINAL ASSOCIATES LLC By: Newington Terminal, LLC Its Sole Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer LANDOVER XXXXXX XXXXX, LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer FP PROSPERITY, LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer PLAZA 500, LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer AP INDIAN CREEK, LLC By: FP Indian Creek, LLC Its Sole Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer INDIAN CREEK INVESTORS, LLC By: FP Indian Creek, LLC Its Sole Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer NORFOLK FIRST LLC By: Greenbrier Holding Associates LLC Its Sole Member By: Greenbrier/Norfolk Investment LLC Its Sole Member By: Greenbrier/Norfolk Holding LLC Its Sole Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPHHLP PARKSIDE ASSOCIATES, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEHHLP PARKSIDE MANAGER, LLC, a Delaware limited liability company, as Subsidiary Guarantor its manager By: /s/ Mxxx X. Xxxxxx ____________________________ Name: Mxxx Xxxxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC.Manager HHLP DC CONVENTION CENTER ASSOCIATES, LLC, a Delaware corporation, as Subsidiary Guarantor limited liability company By: /s/ Mxxx X. Xxxxxx HHLP DC CONVENTION CENTER MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Mxxx Xxxxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANKManager HHLP BULFINCH ASSOCIATES, NATIONAL ASSOCIATIONLLC, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender Delaware limited liability company By: /s/ Gxxx Xxxxxxxx HHLP BULFINCH MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONEManager 44 CAMBRIDGE ASSOCIATES, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK)LLC, a Massachusetts limited liability company By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager 44 FRAMINGHAM ASSOCIATES, LLC, a Massachusetts limited liability company By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP XXXXXXX ASSOCIATES, LLC, a Massachusetts limited liability company By: 44 XXXXXXX MANAGING MEMBER, LLC, a Massachusetts limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager RISINGSAM HOSPITALITY, LLC, a New York limited liability company By: HERSHA CONDUIT ASSOCIATES, LLC, a New York limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP DUO TWO ASSOCIATES, LLC, a New York limited liability company By: HHLP DUO TWO MANAGER, LLC, a Delaware limited liability company, its managing member By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP DUO ONE ASSOCIATES, LLC, a New York limited liability company By: HHLP DUO ONE MANAGER, LLC, a Delaware limited liability company, its managing member By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP WATER STREET ASSOCIATES, LLC, a Delaware limited liability company By: HHLP WATER STREET MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager MAIDEN HOTEL LLC, a New York limited liability company By: HHLP WALL STREET MANAGER, LLC, a Delaware limited liability company, its managing member By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager AFFORDABLE HOSPITALITY ASSOCIATES, L.P., a Pennsylvania limited partnership By: RACE STREET, LLC, a Pennsylvania limited liability company, its general partner By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP XXXXXXXXXXX ASSOCIATES, LLC, a Delaware limited liability company By: HHLP XXXXXXXXXXX MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP VALLEY FORGE ASSOCIATES, a Pennsylvania limited partnership By: HERSHA HOSPITALITY, LLC, a Virginia limited liability company, its general partner By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP DUO THREE ASSOCIATES, LLC, a Delaware limited liability company By: HHLP DUO THREE MANAGER, LLC, a Delaware limited liability company, its managing member By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP SAN DIEGO ASSOCIATES, LLC, a Delaware limited liability company By: HHLP SAN DIEGO MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP COCONUT GROVE ASSOCIATES, LLC, a Delaware limited liability company By: HHLP COCONUT GROVE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP BLUE MOON ASSOCIATES, LLC, a Delaware limited liability company By: HHLP BLUE MOON MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name:Xxxxxx X. Xxxxxx Title:Manager HHLP WINTER HAVEN ASSOCIATES, LLC, a Delaware limited liability company By: HHLP WINTER HAVEN MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name:Xxxxxx X. Xxxxxx Title:Manager HHLP PEARL STREET ASSOCIATES, LLC, a New York limited liability company By: HHLP PEARL STREET MANAGING MEMBER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name:Xxxxxx X. Xxxxxx Title:Manager HHLP XXXXX STREET ASSOCIATES, LLC, a New York limited liability company By: HHLP XXXXX STREET HOLDING, LLC, a New York limited liability company, its manager By: HHLP XXXXX STREET MANAGING MEMBER, LLC, a New York limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP KEY WEST ONE ASSOCIATES LLC, a Delaware limited liability company By: HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name:Xxxxxx X. Xxxxxx Title:Manager HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name:Xxxxxx X. Xxxxxx Title:Manager BRENTWOOD GREENBELT, LLC, a Virginia limited liability company By: HERSHA HOSPITALITY GREENBELT, LLC, a Virginia limited liability company, its manager By: ________________________________ Name:Xxxxxx X. Xxxxxx Title:Manager HERSHA HOSPITALITY GREENBELT, LLC, a Virginia limited liability company, its manager By: ________________________________ Name:Xxxxxx X. Xxxxxx Title:Manager 44 BROOKLINE HOTEL, LLC, a Delaware limited liability company By: 44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name:Xxxxxx X. Xxxxxx Title:Manager 44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name:Xxxxxx X. Xxxxxx Title:Manager HHLP MIAMI BEACH ASSOCIATES, LLC, a Delaware limited liability company By: HHLP MIAMI BEACH MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name:Xxxxxx X. Xxxxxx Title:Manager ADMINISTRATIVE AGENT AND INITIAL LENDER: CITIBANK, N.A. By: Name: Title: INITIAL LENDERS: [_____________], as a Initial Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President:

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.)GRIZZLY EQUITY LLC, a Delaware limited liability companycompany By: DuPont Fabros Technology, as Subsidiary Guarantor L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Name: Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Title: President Executive Vice President, General Counsel and CEO ALLIANCE TRADING, INC.Secretary [SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] GRIZZLY VENTURES LLC, a Delaware corporation, as Subsidiary Guarantor limited liability company By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS Grizzly Equity LLC, a Delaware limited liability company, as Subsidiary Guarantor its Managing Member By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Name: Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Title: President Executive Vice President, General Counsel and CEO SCP ACQUISITION CO. Secretary LEMUR PROPERTIES LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: SCP Distributors LLCDuPont Fabros Technology, L.P., a Maryland limited partnership, its Sole Managing Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONALDuPont Fabros Technology, INCInc., a Delaware Maryland corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Name: Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Title: President Executive Vice President, General Counsel and CEO POOL DEVELOPMENT Secretary [SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] PORPOISE VENTURES LLC, a Delaware limited liability companycompany By: DuPont Fabros Technology, as Subsidiary Guarantor L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Name: Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Title: President Executive Vice President, General Counsel and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation)Secretary RHINO EQUITY LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Name: Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Title: President Executive Vice President, General Counsel and CEO HORIZON DISTRIBUTORS, INC.Secretary [SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] TARANTULA INTERESTS LLC, a Delaware limited liability company By: DuPont Fabros Technology L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Name: Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Title: Executive Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEPresident, General Counsel and Secretary TARANTULA VENTURES LLC, a Delaware limited liability company By: Tarantula Interests, LLC, a Delaware limited liability company, as Subsidiary Guarantor its Managing Member By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Mxxx Xxxxxxx X. Xxxxxx Xxxxxxxx, Xx. Name: Mxxx Xxxxxxx X. Xxxxxx Xxxxxxxx, Xx. Title: President POOLCORP FINANCIAL INC.Executive Vice President, General Counsel and Secretary [SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] WHALE HOLDINGS LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxx Xxxxxxx X. Xxxxxx Xxxxxxxx, Xx. Name: Mxxx Xxxxxxx X. Xxxxxx Xxxxxxxx, Xx. Title: President [Signature pages continue] AGENTS AND LENDERSExecutive Vice President, General Counsel and Secretary WHALE INTERESTS LLC, a Delaware limited liability company By: WACHOVIA BANKWhale Holdings LLC, NATIONAL ASSOCIATIONa Delaware limited liability company, as Administrative Agentits Managing Member By: DuPont Fabros Technology, Swingline LenderL.P., Issuing Lender and a Lender Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Gxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Name: Gxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada))President, as Canadian Dollar Lender General Counsel and Secretary [SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] WHALE VENTURES LLC, a Delaware limited liability company By: Whale Interests LLC, a Delaware limited liability company, its Managing Member By: Whale Holdings LLC, a Delaware limited liability company, its Managing Member By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Rxxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Name: Rxxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President BANK OF AMERICAPresident, N.A.General Counsel and Secretary YAK MANAGEMENT LLC, as a Lender Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Gxxx Xxxxxxx X. Xxxxxx Xxxxxxxx, Xx. Name: Gxxx Xxxxxxx X. Xxxxxx Xxxxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary [SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] YAK INTERESTS LLC, a Delaware limited liability company By: Yak Management LLC, a Delaware limited liability company, its Managing Member By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary XERES MANAGEMENT LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary [SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] XERES INTERESTS LLC, a Delaware limited liability company By: Xeres Management LLC, a Delaware limited liability company, its Managing Member By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary XERES VENTURES LLC, a Delaware limited liability company By: Xeres Interests LLC, a Delaware limited liability company, its Managing Member By: Xeres Management LLC, a Delaware limited liability company, its Managing Member By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary [SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] FOX PROPERTIES LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary [SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] LENDERS: KEYBANK NATIONAL ASSOCIATION individually and as Agent By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President CAPITAL ONEXXXXXXX XXXXX BANK, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender N.A. By: /s/ Kxxxxxxxx Xxx Xxxxx X. Xxxxxxxxx Name: Kxxxxxxxx Xxx Xxxxx X. Xxxxxxxxx Title: Senior Vice President CITIZENS BANK, N.A. (formerly known as RBS Citizens, N.A.) By: /s/ Xxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxx Title: Senior Vice President ROYAL BANK OF CANADA By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory STIFEL BANK & TRUST By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President [SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] DEUTSCHE BANK AG, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President XXXXXXX XXXXX BANK USA By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory TD BANK, N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH By: /s/ Lingal Xxxxx Name: Lingal Xxxxx Title: Authorized Signatory SUNTRUST BANK By: /s/ Xxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxx Xxxxxxx Title: Senior Vice President [Signature pages continueSIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] COMERICA BANK, as a Lender REGIONS BANK By: /s/ Cxxxxxxxx X. Xxxxx Xxxx Xxxxxx Name: Cxxxxxxxx X. Xxxxx Xxxx Xxxxxx Title: Assistant Vice President REGIONS BANK, as a Lender SYNOVUS BANK By: /s/ Jxxxx Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director [SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS – KEYBANK/DUPONT 2015] SCHEDULE 1.1 LENDERS AND COMMITMENTS Name and Address Commitment Commitment Percentage* KeyBank National Association 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000-0000 Attention: Xxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 115,000,000.00 16.428571428571 % LIBOR Lending Office Same as Above Credit Suisse AG, Cayman Islands Branch Eleven Madison Avenue New York, New York 10010 Attention: Xxxxxxx Xxxxxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 70,000,000.00 10.000000000000 % LIBOR Lending Office Same as Above Deutsche Bank AG, New York Branch 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attention: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 25,000,000.00 3.571428571429 % LIBOR Lending Office Same as Above Xxxxxxx Sachs Bank USA c/o Goldman, Xxxxx & Co. 00 Xxxxxx Xxxxxx, 5th Floor Jersey City, New Jersey 07302 Attention: Xxxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 85,000,000.00 12.142857142857 % LIBOR Lending Office Same as Above SCHEDULE 1.1 – PAGE 1 Name and Address Commitment Commitment Percentage* Xxxxxxx Xxxxx Bank, N.A. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxx X. Xxxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 45,000,000.00 6.428571428571 % LIBOR Lending Office Same as Above Citizens Bank, N.A. 0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Attention: Xxxxxx X. Xxxxx NameTelephone: Jxxxx (000) 000-0000 Facsimile: (000) 000-0000 $ 65,000,000.00 9.285714285714 % LIBOR Lending Office Same as Above Regions Bank 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 60,000,000.00 8.571428571429 % LIBOR Lending Office Same as Above Royal Bank of Canada Three World Financial Center 000 Xxxxx Xxxxxx, 12th Floor New York, New York 10281-8098 Attention: Xxx XxXxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 65,000,000.00 9.285714285714 % LIBOR Lending Office Same as Above SCHEDULE 1.1 – PAGE 2 Name and Address Commitment Commitment Percentage* Stifel Bank & Trust 000 X. Xxxxxxxx, Xxxxx Title0 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATIONXxxxxxx X. Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 15,000,000.00 2.142857142857 % LIBOR Lending Office Same as Above SunTrust Bank 0000 Xxxxx Xxxx., Suite 800 Vienna, Virginia 22182 Attention: Xxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 85,000,000.00 12.142857142857 % LIBOR Lending Office Same as a Lender ByAbove Synovus Bank 000 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: /s/ Gxxx Xxxxxxxx NameXxxxx Xxxxxx Telephone: Gxxx Xxxxxxxx Title(000) 000-0000 Facsimile: Vice President( ) - $ 20,000,000.00 2.857142857143 % LIBOR Lending Office Same as Above TD Bank, N.A. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 50,000,000.00 7.142857142857 % LIBOR Lending Office Same as Above TOTAL $ 700,000,000.00 100.00 %* * Percentages may not add up to 100% due to rounding

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS ARTFUL HOLDINGS LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: __/s/ Mxxxxx X. Xxxxx de la Mesa Jones__________________ Name: Mxxxxx X. Xxxxx de la Mesa Xxxxx Title: President and CEO SCP ACQUISITION CO. Chief Financial Officer ICON ENTERTAINMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: SCP Distributors LLC, its Sole Member By: __/s/ Mxxxxx X. Xxxxx de la Mesa Jones__________________ Name: Mxxxxx X. Xxxxx de la Mesa Xxxxx Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT Chief Financial Officer XXXXXXX XXXXXXX LICENSING LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: __/s/ Mxxxxx X. Xxxxx de la Mesa Jones__________________ Name: Mxxxxx X. Xxxxx de la Mesa Xxxxx Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INCChief Financial Officer ICON DE BRAND HOLDINGS CORP., a Delaware corporation, as Subsidiary Guarantor corporation By: __/s/ Mxxxxx X. Xxxxx de la Mesa Jones__________________ Name: Mxxxxx X. Xxxxx de la Mesa Xxxxx Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEChief Financial Officer BRIGHT STAR FOOTWEAR LLC, a New Jersey limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer ICONIX ECOM, LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: __/s/ Mxxx X. Xxxxxx Xxxxx Jones__________________ Name: Mxxx X. Xxxxxx Xxxxx Xxxxx Title: President POOLCORP FINANCIAL Chief Financial Officer ICON CANADA JV HOLDINGS CORP., a Delaware corporation By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer SUBSIDIARY GUARANTORS (continued): ICONIX CA HOLDINGS LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer IP HOLDINGS UNLTD LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer ICONIX LATIN AMERICA LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer IP MANAGEMENT LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer IP HOLDINGS AND MANAGEMENT CORPORATION, a Delaware corporation By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer XXXXXXX XXXXXX & CO., INC., a California corporation By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer IP HOLDINGS LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer MOSSIMO HOLDINGS LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer SUBSIDIARY GUARANTORS (continued): MOSSIMO, INC., a Delaware corporation, as Subsidiary Guarantor corporation By: __/s/ Mxxx X. Xxxxxx Xxxxx Jones__________________ Name: Mxxx X. Xxxxx Xxxxx Title: Chief Financial Officer PILLOWTEX HOLDINGS AND MANAGEMENT LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer OFFICIAL-PILLOWTEX LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer SCION BBC LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer OP HOLDINGS AND MANAGEMENT CORPORATION, a Delaware corporation By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer SCION LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer OP HOLDINGS, LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer SHARPER IMAGE HOLDINGS AND MANAGEMENT CORP., a Delaware corporation By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer SUBSIDIARY GUARANTORS (continued): SHARPER IMAGE HOLDINGS LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer UMBRO SOURCING LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer STUDIO HOLDINGS AND MANAGEMENT CORPORATION, a Delaware corporation By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer UNZIPPED APPAREL LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer STUDIO IP HOLDINGS LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer ZY HOLDINGS AND MANAGEMENT CORP., a Delaware corporation By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer UMBRO IP HOLDINGS LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer LC PARTNERS US, LLC, a Delaware limited liability company By: __/s/ Xxxxx Jones__________________ Name: Xxxxx Xxxxx Title: Chief Financial Officer ADMINISTRATIVE AGENT AND COLLATERAL AGENT: CORTLAND CAPITAL MARKET SERVICES LLC By: __/s/ Xxxxx Xxxxxx Pappas___________ Name: Xxxxx Xxxxxx Xxxxxx Title: President [Signature pages continue] AGENTS AND Associate Counsel LENDERS: WACHOVIA BANKDEUTSCHE BANK AG, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender NEW YORK BRANCH By: __/s/ Gxxx Xxxxxxxx Xxxxxxx Campo_______________ Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxxxx Xxxxx Title: Vice President REGIONS BANK, as a Lender Director By: __/s/ Jxxxx Xxxxxxxx X. Xxxxx Rosenberg__________ Name: Jxxxx Xxxxxxxx X. Xxxxxxxxx Title: Managing Director TSCO Lending Fund ICAV acting by and through its Alternative Investment Fund Manager Orchard Global Asset Management LLP By: __/s/ Xxxxxx Weber________________ Name: Xxxxxx Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice PresidentPartner

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEFP REDLAND GP, LLC, a Delaware limited liability companycompany FP REDLAND, LLC, a Delaware limited liability company FP AIRPARK AB, LLC, a Virginia limited liability company FP 000 XXXXXXXXXXXX XXXXXXX, LLC, a Virginia limited liability company FP CANDLEWOOD, LLC, a Maryland limited liability company FP CHESTERFIELD ABEF, LLC, a Virginia limited liability company FP CHESTERFIELD CDGH, LLC, a Virginia limited liability company FP CLOVERLEAF, LLC, a Maryland limited liability company FP HANOVER C, LLC, a Virginia limited liability company FP HANOVER D, LLC, a Virginia limited liability company FP PROSPERITY, LLC, a Virginia limited liability company AQUIA ONE, LLC, a Delaware limited liability company FP GATEWAY CENTER, LLC, a Maryland limited liability company XXXXX XXXX BUSINESS CENTER, L.L.C., a Maryland limited liability company INTERSTATE PLAZA OPERATING LLC, a Delaware limited liability company FP PROPERTIES II, LLC, a Maryland limited liability company By: First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as Subsidiary Guarantor sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities. By: First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner By: /s/ Mxxx Xxxxx X. Xxxxxx Xxxx Name: Mxxx Xxxxx X. Xxxxxx Xxxx Title: Chief Financial Officer and Executive Vice President POOLCORP FINANCIAL INC.ACCEPTED AND AGREED AS OF THE 27th DAY OF JANUARY, a Delaware corporation, as Subsidiary Guarantor By2012: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing a Lender and a Lender as Administrative Agent By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx Xxxx X. Xxxxx Name: Cxxxxxxxx Xxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX XXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Xxxxx X. Xxxxx Name: Gxxx Xxxxx X. Xxxxx Title: Senior Vice President PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Vice President CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President BANK OF MONTREAL, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director XXXXXXX XXXXX BANK, FSB, as Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Senior Vice President

Subsidiary Guarantors. SCP DISTRIBUTORS WARNER ELECTRIC INTERNATIONAL HOLDING, INC BOSTON GEAR LLC (successor by merger to NATIONAL POOL TITLE GROUPXXXXX GEAR MOTOR LLC WARNER ELECTRIC TECHNOLOGY LLC INERTIA DYNAMICS, INC.)LLC WARNER ELECTRIC LLC AMERIDRIVES INTERNATIONAL, a Delaware limited liability company, as Subsidiary Guarantor LLC XXXXXX MANUFACTURING CORPORATION FORMSPRAG LLC XXXXXXX GEAR L L C XX XXXX’X CORPORATION XX XXXX’X INCORPORATED By: /s/ Mxxxxx X. Xxxxx de la Mesa Xxxx Xxxxxxxxx Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADINGXxxx Xxxxxxxxx Title Treasurer JPMORGAN CHASE BANK, INC., a Delaware corporationN.A., as Subsidiary Guarantor Administrative Agent and a Lender, the Swingline Lender and the Issuing Bank By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx Xxxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Title Credit Executive Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION Pages to First Amendment to Credit Agreement (CANADAJPM/Altra Industrial Motion) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICACitibank, N.A., as a Lender By: /s/ Gxxx Xxxxxx X. Xxxxxx Name: Gxxx Xxxxxx X. Xxxxxx Title: Title Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION Signature Pages to First Amendment to Credit Agreement (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA JPM/Altra Industrial Motion) EASTERN BANK, as a Lender By: /s/ Cxxxxxxxx Xxxxxx X. Xxxxx Field Name: Cxxxxxxxx Xxxxxx X. Xxxxx Title: Field Title Senior Vice President REGIONS Signature Pages to First Amendment to Credit Agreement (JPM/Altra Industrial Motion) FIFTH THIRD BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Xxxxxx Name: Jxxxx Xxxxx Xxxxxx Title Director KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxx Name: Xxxxx TitleX. Xxx Title Vice President Signature Pages to First Amendment to Credit Agreement (JPM/Altra Industrial Motion) PEOPLE'S UNITED BANK, N.A., Formerly People's United Bank, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title Senior Vice President WXXXX FARGO Signature Pages to First Amendment to Credit Agreement (JPM/Altra Industrial Motion) TD BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title Senior Vice President Signature Pages to First Amendment to Credit Agreement (JPM/Altra Industrial Motion) US BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxx Xxxx Name: Xxxx Xxxx Title Vice President Signature Pages to First Amendment to Credit Agreement (JPM/Altra Industrial Motion) Xxxxxxx Bank, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Gxxx Xxxxxxx X. Xxxxxxxx Title: Title Senior Vice President

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEFP REDLAND GP, LLC, a Delaware limited liability companycompany FP REDLAND, LLC, a Delaware limited liability company FP AIRPARK AB, LLC, a Virginia limited liability company FP 000 XXXXXXXXXXXX XXXXXXX, LLC, a Virginia limited liability company FP CANDLEWOOD, LLC, a Maryland limited liability company FP CHESTERFIELD ABEF, LLC, a Virginia limited liability company FP CHESTERFIELD CDGH, LLC, a Virginia limited liability company FP CLOVERLEAF, LLC, a Maryland limited liability company FP HANOVER C, LLC, a Virginia limited liability company FP HANOVER D, LLC, a Virginia limited liability company AQUIA ONE, LLC, a Delaware limited liability company FP GATEWAY CENTER, LLC, a Maryland limited liability company XXXXX XXXX BUSINESS CENTER, L.L.C., a Maryland limited liability company INTERSTATE PLAZA OPERATING LLC, a Delaware limited liability company FP PROPERTIES II, LLC, a Maryland limited liability company By: First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as Subsidiary Guarantor sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities By: First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner By: /s/ Mxxx Xxxxxx X. Xxxxxx Xxxxxxx Name: Mxxx Xxxxxx X. Xxxxxx Xxxxxxx Title: Executive Vice President POOLCORP FINANCIAL INC.and Chief Financial Officer ACCEPTED AND AGREED AS OF THE 8th DAY OF FEBRUARY, a Delaware corporation, as Subsidiary Guarantor By2013: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, KEYBANK NATIONAL ASSOCIATION, as Administrative a Lender and as Agent, Swingline Lender, Issuing Lender and a Lender Fronting Bank By: /s/ Gxxx Xxxxxxxx Xxxxxxx Xxxxxxx Name: Gxxx Xxxxxxxx Xxxxxxx Xxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADASignatures continue on next page) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX XXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Xxx Xxxxxx Name: Gxxx Xxx Xxxxxx Title: Senior Vice President (Signatures continue on next page) U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: U.S. Bank (Signatures continue on next page) PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice PresidentPresident (Signatures continue on next page) CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President (Signatures continue on next page) BANK OF MONTREAL, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Schedule 1 Borrowers

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEFP REDLAND GP, LLC, a Delaware limited liability companycompany FP REDLAND, LLC, a Delaware limited liability company FP AIRPARK AB, LLC, a Virginia limited liability company FP 000 XXXXXXXXXXXX XXXXXXX, LLC, a Virginia limited liability company FP CANDLEWOOD, LLC, a Maryland limited liability company FP CHESTERFIELD ABEF, LLC, a Virginia limited liability company FP CHESTERFIELD CDGH, LLC, a Virginia limited liability company FP CLOVERLEAF, LLC, a Maryland limited liability company FP HANOVER C, LLC, a Virginia limited liability company FP HANOVER D, LLC, a Virginia limited liability company AQUIA ONE, LLC, a Delaware limited liability company FP GATEWAY CENTER, LLC, a Maryland limited liability company XXXXX XXXX BUSINESS CENTER, L.L.C., a Maryland limited liability company INTERSTATE PLAZA OPERATING LLC, a Delaware limited liability company FP PROPERTIES II, LLC, a Maryland limited liability company By: First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as Subsidiary Guarantor sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities By: First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner By: /s/ Mxxx Xxxxxx X. Xxxxxx Xxxxxxx Name: Mxxx Xxxxxx X. Xxxxxx Xxxxxxx Title: Executive Vice President POOLCORP FINANCIAL INC.and Chief Financial Officer ACCEPTED AND AGREED AS OF THE 8th DAY OF FEBRUARY, a Delaware corporation, as Subsidiary Guarantor By2013: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing a Lender and a Lender as Agent By: /s/ Gxxx Xxxxxxxx Xxxxxxx Xxxxxxx Name: Gxxx Xxxxxxxx Xxxxxxx Xxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADASignatures continue on next page) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX XXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President (Signatures continue on next page) ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Gxxx Xxxxxx Xxxxxxxx Title: Authorized Signatory (Signatures continue on next page) XXXXXXX XXXXX BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Senior Vice PresidentPresident (Signatures continue on next page) BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxxx X. Page Name: Xxxxx X. Page Title: Senior Vice President (Signatures continue on next page) CITIZENS BANK OF PENNSYLVANIA, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President (Signatures continue on next page) U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: U.S. Bank (Signatures continue on next page) PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President (Signatures continue on next page) CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President (Signatures continue on next page) BANK OF MONTREAL, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Schedule 1 Borrowers

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPCIO SUPERIOR POINTE, INC.)LIMITED PARTNERSHIP, a Delaware limited liability companypartnership, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADINGby its general partner, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGECIO Superior Pointe GP, LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: /s/ Mxxx X. Xxxxx Xxxxxx Name: Mxxx X. Xxxxx Xxxxxx Title: President POOLCORP FINANCIAL INC.CIO PARK TOWER, LIMITED PARTNERSHIP, a Delaware corporationlimited partnership, as Subsidiary Guarantor by its general partner, CIO Park Tower GP, LLC, a Delaware limited liability company By: /s/ Mxxx X. Xxxxx Xxxxxx Name: Mxxx X. Xxxxx Xxxxxx Title: President [Signature pages continue] AGENTS CIO PAPAGO TECH HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President CIO PIMA, LIMITED PARTNERSHIP, a Delaware limited partnership, by its general partner, CIO Pima GP, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President CIO CAMELBACK, LIMITED PARTNERSHIP, a Delaware limited partnership, by its general partner, CIO Camelback GP, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President CIO 7601 DTC, LIMITED PARTNERSHIP, a Delaware limited partnership, by its general partner, CIO 7601 DRC GP, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President CIO CROSSROADS LIMITED PARTNERSHIP, a Delaware limited partnership, by its general partner, CIO Crossroads GP, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President AGENT AND LENDERS: WACHOVIA BANK, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing a Lender and as Agent By: /s/ Xxxxxxxxxxx X. Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: Senior Banker KeyBank National Association 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xx. Xxxxxxxxxxx X. Neil Telephone: 000 000 0000 XXXXXXX XXXXX BANK, a Florida chartered institution, as a Lender By: /s/ Gxxx Xxxxxxxx Xxxxxxx X. Xxxxxx Name: Gxxx Xxxxxxxx Xxxxxxx X. Xxxxxx Title: Senior Vice President WACHOVIA CAPITAL FINANCE CORPORATION (Xxxxxxx Xxxxx Bank, N.A. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 Attention: REIT Banker Telephone: 000-000-0000 Facsimile: 0-000-000-0000 [Signature Page – A&R Credit Agreement] ROYAL BANK OF CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar a Lender By: /s/ Rxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxx Title: Vice President Authorized Signatory Royal Bank of Canada 000 Xxxxx Xxxxxx, 12th Floor New York, NY 00000 Attention: Xx. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 BMO XXXXXX BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Xxxxxxx Xxx Chabanon Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Chabanon Title: Vice President REGIONS BANKBMO Xxxxxx Bank N.A. 000 X. Xx Xxxxx Xxxxxx Xxxxxxx, as a Lender ByXX 00000 Attention: /s/ Jxxxx X. Xxxxx NameXx. Xxxxxxx Xxxxxxxx Telephone: Jxxxx X. Xxxxx Title000-000-0000 Facsimile: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President000 000 0000

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.)Xxxxx'x Realty Partnership, a Delaware limited liability companyNorth Carolina general partnership Xxxxxxx'x Realty Partnership, a North Carolina general partnership Smithfield-Xxxxxxx'x Farms, a Virginia general partnership By: Xxxxxx-Xxxxx, LLC, as Subsidiary Guarantor a general partner of each By: /s/ Mxxxxx X. Xxxxx de la Mesa Xxxxxxx Xxxxxxx Name: Mxxxxx X. Xxxxx de la Mesa Xxx Xxxxxxx Title: Vice President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS Xxxxxx-Xxxxxxx Meats LLC, a Delaware limited liability companycompany Farmland Foods, as Subsidiary Guarantor By: /s/ Mxxxxx X. Inc., a Delaware corporation Xxxx Xxxxxxx & Co., a Delaware corporation Xxxxxx Farms of Texhoma, Inc., an Oklahoma corporation Xxxxxx-Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEcompany Xxxxxxx Xxxxxx, LLC, a Delaware limited liability companycompany Premium Pet Health, as Subsidiary Guarantor LLC, a Delaware limited liability company Premium Standard Farms, LLC, a Delaware limited liability company Smithfield Global Products, Inc., a Delaware corporation The Smithfield Packing Company, Incorporated, a Delaware corporation Smithfield Purchase Corporation, a North Carolina corporation Smithfield Transportation Co., Inc., a Delaware corporation Stefano Foods, Inc., a North Carolina corporation SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.), a Delaware corporation By: /s/ Mxxx X. Xxxxxx Xxxxxxx Xxxxxxx Name: Mxxx X. Xxxxxx Xxxxxxx Xxxxxxx Title: Vice President Jonmor Investments, Inc., a Delaware corporation Patcud Investments, Inc., a Delaware corporation SFFC, Inc., a Delaware corporation SF Investments, Inc., a Delaware corporation By: /s/ Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS ADMINISTRATIVE AGENT AND LENDERS: WACHOVIA BANKCOÖPERATIEVE CENTRALEre corporation RAIFFEISEN-BOERENLEENBANK B.A., NATIONAL ASSOCIATION"RABOBANK NEDERLAND", NEW YORK BRANCH, as Administrative Agent, Swingline Lender, Issuing Lender Agent and a sole Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada))Xxxxx X. Kenwood Xxxxx X. Kenwood, as Canadian Dollar Lender Executive Director By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICAIzumi Fukushima Izumi Fukushima, N.A.Executive Director EXHIBIT B COMPLIANCE CERTIFICATE This Compliance Certificate is delivered pursuant to Section 5.01(c) of the Term Loan Agreement, (dated as of July 2, 2009 (as amended, supplemented or otherwise modified from time to time (the "Term Loan Agreement"), among Smithfield Foods, Inc.(the "Borrower"), the Lenders party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch, as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONEadministrative agent (in such capacity, NATIONAL ASSOCIATION (successor-by-merger the "Administrative Agent"). Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice Presidentthem in the Term Loan Agreement.

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.)GRIZZLY VENTURES LLC, a Delaware limited liability companycompany By: DuPont Fabros Technology, as Subsidiary Guarantor L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Name: Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Title: President Executive Vice President, General Counsel and CEO ALLIANCE TRADING, INC.Secretary LEMUR PROPERTIES LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Name: Mxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Title: President Executive Vice President, General Counsel and Secretary CYPRESS, INC.ATLANTA 5686042.3 PORPOISE VENTURES LLC, a Nevada Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Name: Mxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Title: President Executive Vice President, General Counsel and Secretary SUPERIOR POOL PRODUCTS RHINO EQUITY LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary ATLANTA 5686042.3 TARANTULA VENTURES LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary XERES MANAGEMENT LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President, General Counsel and Secretary ATLANTA 5686042.3 XERES VENTURES LP, a Delaware limited partnership By: Xeres Management LLC, a Delaware limited liability company, as Subsidiary Guarantor its General Partner By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Name: Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Title: President Executive Vice President, General Counsel and CEO SCP ACQUISITION CO. Secretary FOX PROPERTIES LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: SCP Distributors LLCDuPont Fabros Technology, L.P., a Maryland limited partnership, its Sole Managing Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONALDuPont Fabros Technology, INCInc., a Delaware Maryland corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Name: Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxxx, Xx. Title: President Executive Vice President, General Counsel and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, Secretary ATLANTA 5686042.3 LENDERS: KEYBANK NATIONAL ASSOCIATION individually and as Subsidiary Guarantor Agent By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONEXXXXXXX XXXXX BANK, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender N.A. By: /s/ Kxxxxxxxx Xxx Xxxxx Xxxxxxxxx Name: Kxxxxxxxx Xxx Xxxxx Xxxxxxxxx Title: Senior Vice President [Signature pages continue] COMERICA CITIZENS BANK, as a Lender N.A. By: /s/ Cxxxxxxxx Xxxxx X. Xxxxx Xxxxxxxxxxx Name: Cxxxxxxxx Xxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Xxxxxxxxxxx Title: Senior Vice President WXXXX FARGO ROYAL BANK OF CANADA By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Authorized Signatory STIFEL BANK & TRUST By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President ATLANTA 5686042.3 XXXXXXX XXXXX BANK USA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory TD BANK, NA By: /s/ Xxxxx Xxxxx Green Name: Xxxxx Xxxxx Green Title: SVP Team Lead CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Authorized Signatory By: /s/ D. Xxxxxx Xxxxxxx Name: D. Xxxxxx Xxxxxxx Title: Authorized Signatory SUNTRUST BANK By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President REGIONS BANK By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President ATLANTA 5686042.3 DEUTSCHE BANK AG, NY BRANCH By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President By: /s/ X.X. Xxxxxxxx Xxx Name: X.X. Xxxxxxxx Xxx Title: Managing Director SYNOVUS BANK By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director THE TORONTO-DOMINION BANK, NEW YORK BRANCH By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory TABLE OF CONTENTS, CONTD. EXHIBIT A FORM OF REVISED CREDIT AGREEMENT TABLE OF CONTENTS, CONTD. FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 25, 2016 by and among DUPONT FABROS TECHNOLOGY, L.P., AS BORROWER, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, AS AGENT, AND KEYBANC CAPITAL MARKETS INC., RBC CAPITAL MARKETS, SUNTRUST XXXXXXXX XXXXXXXX, INC. AND TD SECURITIES (USA) LLC, AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS AND RBC CAPITAL MARKETS, SUNTRUST BANK AND TD SECURITIES (USA) LLC, AS CO-SYNDICATION AGENTS, AND REGIONS BANK AND CITIZENS BANK, N.A., AS CO-DOCUMENTATION AGENTS FIRST AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of the 25th day of July, 2016, by and among DUPONT FABROS TECHNOLOGY, L.P., a Maryland limited partnership (“Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §18 (together with KeyBank, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice PresidentAgent for the Lenders (the “Agent”), and KEYBANC CAPITAL MARKETS INC., as Sole Lead Arranger and Sole Book Manager.

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPEACH GUARANTOR WHICH IS A SUBSIDIARY AS LISTED ON SCHEDULE 1 By: Kite Realty Group, INC.)L.P., a Delaware limited liability company, as Subsidiary the sole member of each such Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADINGKite Realty Group Trust, INC., a Delaware corporation, as Subsidiary Guarantor its sole general partner By: /s/ Mxxxxxx Xxxxxx X. Xxxx Name: Mxxxxxx Xxxxxx X. Xxxx Title: Executive Vice President and Secretary CYPRESSChief Financial Officer [Signatures Continued On Next Page] KRG COURTHOUSE SHADOWS, INC.LLC By: KRG Courthouse Shadows I, a Nevada corporationLLC, as Subsidiary Guarantor its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxxx Xxxxxx X. Xxxx Name: Mxxxxxx Xxxxxx X. Xxxx Title: Executive Vice President and Secretary SUPERIOR POOL PRODUCTS Chief Financial Officer CORNER ASSOCIATES, LP By: KRG Corner Associates, LLC, a Delaware limited liability companyits sole general partner By: Kite Realty Group, as Subsidiary Guarantor L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO SCP ACQUISITION CO. Chief Financial Officer KITE REALTY EDDY STREET LAND, LLC By: Kite Realty Holding, LLC, a Delaware limited liability company, as Subsidiary Guarantor their sole member By: SCP Distributors Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer KITE REALTY NEW HILL PLACE, LLC KITE REALTY PEAKWAY AT 55, LLC By: Kite Realty Development, LLC, its Sole Member sole member By: Kite Realty Holding, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO SCP INTERNATIONALChief Financial Officer KRG CEDAR HILL VILLAGE, INCLP KRG FRISCO BRIDGES, a Delaware corporationLP KRG PIPELINE POINTE, as Subsidiary Guarantor LP KRG SUNLAND II, LP By: KRG Texas, LLC, their sole general partner By: KRG Capital, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO POOL DEVELOPMENT Chief Financial Officer [Signatures Continued On Next Page] KRG MARKET STREET VILLAGE, LP By: KRG Market Street Village I, LLC, a Delaware limited liability companyits sole general partner By: Kite Realty Group, as Subsidiary Guarantor L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO SPLASH HOLDINGSChief Financial Officer KRG SAN ANTONIO, INC. (successor by merger to SPLASH HOLDINGSLP By: Kite San Antonio, INC. (formerly known as FORT WXXXX POOLSLLC, INC.)its sole general partner By: Kite Realty Group, an Indiana corporation)L.P., a Delaware corporationits sole member By: Kite Realty Group Trust, as Subsidiary Guarantor its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO HORIZON DISTRIBUTORSChief Financial Officer KRG EAGLE CREEK III, INC.LLC KRG PANOLA II, a Delaware corporationLLC By: KRG Capital, as Subsidiary Guarantor LLC, their sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and Chief Financial Officer [Signature pages continueSignatures Continued On Next Page] POOLCORP FINANCIAL MORTGAGEKRG CEDAR HILL PLAZA, LP By: KRG CHP Management, LLC, a Delaware limited liability company, as Subsidiary Guarantor its sole general partner By: /s/ Mxxx Xxxxxx X. Xxxxxx Xxxx Name: Mxxx Xxxxxx X. Xxxxxx Xxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Executive Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress and Chief Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President Officer [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice PresidentSignatures Continued On Next Page]

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPHHLP PARKSIDE ASSOCIATES, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEHHLP PARKSIDE MANAGER, LLC, a Delaware limited liability company, as Subsidiary Guarantor its manager By: /s/ Mxxx X. Xxxxxx ____________________________________ Name: Mxxx Xxxxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC.Manager HHLP DC CONVENTION CENTER ASSOCIATES, LLC, a Delaware corporation, as Subsidiary Guarantor limited liability company By: /s/ Mxxx X. Xxxxxx HHLP DC CONVENTION CENTER MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Mxxx Xxxxxx X. Xxxxxx Title: Manager HHLP BULFINCH ASSOCIATES, LLC, a Delaware limited liability company By: HHLP BULFINCH MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager 44 CAMBRIDGE ASSOCIATES, LLC, a Massachusetts limited liability company By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] RISINGSAM HOSPITALITY, LLC, a New York limited liability company By: HERSHA CONDUIT ASSOCIATES, LLC, a New York limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager AFFORDABLE HOSPITALITY ASSOCIATES, L.P., a Pennsylvania limited partnership By: RACE STREET, LLC, a Pennsylvania limited liability company, its general partner By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP XXXXXXXXXXX ASSOCIATES, LLC, a Delaware limited liability company By: HHLP XXXXXXXXXXX MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP COCONUT GROVE ASSOCIATES, LLC, a Delaware limited liability company By: HHLP COCONUT GROVE MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] HHLP BLUE MOON ASSOCIATES, LLC, a Delaware limited liability company By: HHLP BLUE MOON MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP WINTER HAVEN ASSOCIATES, LLC, a Delaware limited liability company By: HHLP WINTER HAVEN MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] XXXX XXXXX XXXXXX ASSOCIATES, LLC, a New York limited liability company By: HHLP XXXXX STREET HOLDING, LLC, a New York limited liability company, its manager By: HHLP XXXXX STREET MANAGING MEMBER, LLC, a New York limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP KEY WEST ONE ASSOCIATES LLC, a Delaware limited liability company By: HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] 44 BROOKLINE HOTEL, LLC, a Delaware limited liability company By: 44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager 44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP MIAMI BEACH ASSOCIATES, LLC, a Delaware limited liability company By: HHLP MIAMI BEACH MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP GEORGETOWN ASSOCIATES, LLC, a Delaware limited liability company By: HERSHA GEORGETOWN MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] XXXX XXXXXXXXXX II ASSOCIATES, LLC, a Delaware limited liability company By: HHLP GEORGETOWN II MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP SUNNYVALE TPS ASSOCIATES, LLC, a Delaware limited liability company By: HHLP SUNNYVALE TPS MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager SEAPORT HOSPITALITY LLC, a New York limited liability company By: 000 XXXXX XXXXXX, XXX., a New York corporation, its managing member By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President [Signature pages continueSignatures continue on the next page] AGENTS HHLP San Diego Associates, LLC, a Delaware limited liability company By: HHLP San Diego Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager Metro JFK Associates, LLC, a New York limited liability company By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager 5444 Associates, a Pennsylvania limited partnership By: 00 Xxxxx Xxxxxx, LLC, a Delaware limited liability company, its General Partner By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] HHLP White Plains Associates, LLC, a Delaware limited liability company By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager Brisam Management (DE) LLC, a Delaware limited liability company By: HHLP Brisam 29 Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP Boston Seaport Associates, LLC, a Delaware limited liability company By: HHLP Boston Seaport Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP Xxxxxxx Associates, LLC, a Delaware limited liability company By: HHLP Xxxxxxx Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] Exit 88 Hotel, LLC, a Connecticut limited liability company By: Exit 88 Hotel Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP Seattle Associates, LLC, a Delaware limited liability company By: HHLP Seattle Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager Chimes of Freedom, LLC, a Delaware limited liability company By: Of Freedom I, LLC, a Delaware limited liability company, its managing member By: HHLP Liberty Associates, LLC, a Delaware limited liability company, its sole member By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] Acknowledged and Agreed as of the date first above written: CITIBANK, N.A., as Administrative Agent By: ____________________________________ Name: Title: [Signatures continue on following page] 20 XXXXX FARGO BANK, N.A., as Lender By: ____________________________________ Name: Title: XXXX XX XXXXXXX, X.X., as Lender By: ____________________________________ Name: Title: BBVA USA, as Lender By: ____________________________________ Name: Title: TD BANK, N.A., as Lender By: ____________________________________ Name: Title: BMO XXXXXX BANK N.A., as Lender By: ____________________________________ Name: Title: FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as Lender By: ____________________________________ Name: Title: MANUFACTURERS AND LENDERSTRADERS TRUST COMPANY, as Lender By: WACHOVIA ____________________________________ Name: Title: 27 THE PROVIDENT BANK, as Lender By: ____________________________________ Name: Title: WILMINGTON SAVINGS FUND SOCIETY, FSB, as Lender By: ____________________________________ Name: Title: FIRST COMMERCIAL BANK, LTD., NEW YORK BRANCH, as Lender By: ____________________________________ Name: Title: XXXXXXX XXXXX BANK, N.A., as Lender By: ____________________________________ Name: Title: XXXXXXX SACHS BANK USA, as Lender By: ____________________________________ Name: Title: PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx ____________________________________ Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada))REGIONS BANK, as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx ____________________________________ Name: Rxxxxxx Xxxxxxxxxx Title: Vice President SANTANDER BANK, N.A., as Lender By: ____________________________________ Name: Title: XXXX XXXX XX XXXXXX, XX BRANCH, as Lender By: ____________________________________ Name: Title: U.S. BANK OF AMERICANATIONAL ASSOCIATION, as Lender By: ____________________________________ Name: Title: 37 XXXXXX XXXXXXX BANK, N.A., as Lender By: ____________________________________ Name: Title: XXXXX FARGO BANK, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx ____________________________________ Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONEAnnex A AMENDED CREDIT AGREEMENT [See attached.] Annex A - 1 Annex B FORM OF NOTICE OF BORROWING FOR PERMITTED DRAW PERIOD [See attached.] Annex B-1 NOTICE OF BORROWING FOR PERMITTED DRAW PERIOD _________ __, NATIONAL ASSOCIATION ____ Citibank, N.A., as Administrative Agent under the Second Amended and Restated Credit Agreement referred to below 0000 Xxxxx Xxxx, Ops III Xxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Ladies and Gentlemen: The undersigned, HERSHA HOSPITALITY LIMITED PARTNERSHIP, refers to the Second Amended and Restated Credit Agreement dated as of August 10, 2017 (successor-by-merger as amended, amended and restated, supplemented or otherwise modified from time to HIBERNIA NATIONAL BANKtime, the “Credit Agreement”; the terms defined therein being used herein as therein defined), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANKamong the undersigned, Hersha Hospitality Trust, as a Parent Guarantor, the Subsidiary Guarantors party thereto, the Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANKParties party thereto, Citibank, N.A., as Administrative Agent for the Lender Parties, and the Arrangers party thereto, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATIONBorrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice Presidentrequired by Section 2.02(a) of the Credit Agreement:

Subsidiary Guarantors. SCP DISTRIBUTORS LLC Each of the undersigned Subsidiary Guarantors (successor by merger i) acknowledges its receipt of a copy of and hereby consents to NATIONAL POOL TITLE GROUPall of the terms and conditions of the foregoing First Amendment and (ii) reaffirms its obligations under the Subsidiary Guaranty dated as of July 22, INC.), a Delaware limited liability company1996 in favor of The First National Bank of Chicago, as Subsidiary Guarantor agent. SEITEL DATA CORP. By: /s/ Mxxxxx X. Xxxxx de la Mesa NameBarbara J. Steen Title: Mxxxxx X. Xxxxx de la Mesa Vice President SEITEL DELAWARE, INC. By: /s/ Debra D. Valice Title: Vice President SEITEL MANAGEMENT, INC. By: /s/ Debra D. Valice Title: President and CEO ALLIANCE TRADINGSEITEL GEOPHYSICAL, INC. By: /s/ Debra D. Valice Title: Vice President DDD ENERGY, INC. By: /s/ Debra D. Valice Title: Vice President SEITEL GAS & ENERGY CORP. By: /s/ Debra D. Valice Title: Vice President SEITEL POWER CORP. By: /s/ Debra D. Valice Title: Vice President SEITEL NATURAL GAS, INC. By: /s/ Debra D. Valice Title: Vice President MATRIX GEOPHYSICAL, INC. By: /s/ Debra D. Valice Title: Vice President EXSOL, INC. By: /s/ Debra D. Valice Title: Vice President DATATEL, INC. By: /s/ Debra D. Valice Title: Vice President SEITEL OFFSHORE CORP. By: /s/ Debra D. Valice Title: Vice President GEO-BANK, INC. By: /s/ Debra D. Valice Title: Vice President ALTERNATIVE COMMUNICATIONS ENTERPRISES, INC. By: /s/ Debra D. Valice Title: Vice President SEITEL INTERNATIONAL, INC. By: /s/ Debra D. Valice Title: Vice President AFRICAN GEOPHYSICAL, INC. By: /s/ Debra D. Valice Title: Vice President SEITEL DATA LTD. By: SEITEL DELAWARE, INC., a Delaware corporation, as Subsidiary Guarantor its general partner By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Debra D. Valice Title: Vice President

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability companyLLC, as Subsidiary Guarantor By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President and CEO Treasurer ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Xxxxxxx Xxx Name: Mxxxxxx Xxxxxx Xxxxxxx Xxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Xxxxxxx Xxx Name: Mxxxxxx Xxxxxx Xxxxxxx Xxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President and CEO Treasurer SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President and CEO Treasurer SCP INTERNATIONAL, INC, a Delaware corporation., as Subsidiary Guarantor By: /s/ Mxxxxx Xxxx X. Xxxxx de la Mesa Xxxxxx Name: Mxxxxx Xxxx X. Xxxxx de la Mesa Xxxxxx Title: President and CEO Treasurer POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx Xxxx X. Xxxxx de la Mesa Xxxxxx Name: Mxxxxx Xxxx X. Xxxxx de la Mesa Xxxxxx Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to Treasurer SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX XXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx Xxxx X. Xxxxx de la Mesa Xxxxxx Name: Mxxxxx Xxxx X. Xxxxx de la Mesa Xxxxxx Title: President and CEO Treasurer HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx Xxxxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxxxx X. Xxxxx de la Mesa Xxxx Title: Vice President [Signature pages continue] Secretary POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx Xxxx X. Xxxxxx Name: Mxxx Xxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] & Treasurer AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx /s. Xxxxxxx X. Xxxxxx III Name: Gxxx Xxxxxxxx Xxxxxxx X. Xxxxxx III Title: Vice President [Signature pages continue] WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Xxxx Xxxxxx Name: Rxxxxxx Xxxxxxxxxx Xxxx Xxxxxx Title: Vice President BANK OF AMERICA, N.A.JPMORGAN CHASE BANK, as a Syndication Agent and Lender By: /s/ Gxxx X. Xxxxxx H. Xxxxx Xxxxx Name: Gxxx X. Xxxxxx H. Xxxxx Xxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Documentation Agent and Lender By: /s/ Kxxxxxxxx Xxxxxxxxx X. Xxx Name: Kxxxxxxxx Xxxxxxxxx X. Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANKXXXXX FARGO BANK NATIONAL ASSOCIATION, as a Documentation Agent and Lender By: /s/ Cxxxxxxxx X. Xxxxx Xxxxxx Name: Cxxxxxxxx X. Xxxxx Xxxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx Xxxxx X. Xxxxx Name: Jxxxx Xxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice PresidentXxxxx

Subsidiary Guarantors. SCP DISTRIBUTORS TITAN ENERGY PARTNERS, L.L.C. By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer TITAN ENERGY PARTNERS, L.P. By: TITAN ENERGY PARTNERS, L.L.C., its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer TITAN PROPANE LLC (successor by merger to NATIONAL POOL TITLE GROUPBy: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer TITAN PROPANE SERVICES, INC.), a Delaware limited liability company, as Subsidiary Guarantor . By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa H. Xxxxxxx Xxxxxxxx Title: President and CEO ALLIANCE TRADINGChief Financial Officer LA GRANGE ACQUISITION, INC., a Delaware corporation, as Subsidiary Guarantor L.P. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESSLA GP, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member general partner By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa H. Xxxxxxx Xxxxxxxx Title: President and CEO SCP INTERNATIONALChief Financial Officer LG PL, INC, a Delaware corporation, as Subsidiary Guarantor LLC By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa H. Xxxxxxx Xxxxxxxx Title: President and CEO POOL DEVELOPMENT LLCChief Financial Officer ETC TEXAS PIPELINE, a Delaware limited liability companyLTD. ETC GAS COMPANY, as Subsidiary Guarantor LTD. ETC KATY PIPELINE, LTD. ETC TEXAS PROCESSING, LTD. By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGELG PL, LLC, a Delaware limited liability company, as Subsidiary Guarantor its general partner By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx H. Xxxxxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Chief Financial Corporation (Canada))Officer LGM, as Canadian Dollar Lender LLC By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx H. Xxxxxxx Xxxxxxxx Title: Vice PresidentChief Financial Officer ETC MARKETING, LTD. By: LGM, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer ETC OASIS GP, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer OASIS PIPELINE, LP ETC OASIS, L.P. By: ETC OASIS GP, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer FIVE DAWACO, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer ET COMPANY I, LTD. XXXXXXXX TRANSMISSION COMPANY, LTD. WHISKEY BAY GATHERING COMPANY, LTD. WHISKEY BAY GAS COMPANY, LTD. By: FIVE DAWACO, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer TETC, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer TEXAS ENERGY TRANSFER COMPANY, LTD. By: TETC, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer (A-1)-11 OASIS PIPE LINE COMPANY By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer OASIS PIPE LINE FINANCE COMPANY By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer OASIS PARTNER COMPANY By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer OASIS PIPE LINE MANAGEMENT COMPANY By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer OASIS PIPE LINE COMPANY TEXAS L.P. By: OASIS PIPE LINE MANAGEMENT COMPANY, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer ENERGY TRANSFER FUEL GP, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer ENERGY TRANSFER FUEL, LP ET FUEL PIPELINE, L.P. By: ENERGY TRANSFER FUEL GP, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL HOLDINGS GP, L.L.C. By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HP HOUSTON HOLDINGS, L.P. By: HPL HOLDINGS GP, L.L.C., its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL CONSOLIDATION LP By: HPL HOLDINGS GP, L.L.C., its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL STORAGE GP LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL ASSET HOLDINGS LP By: HPL STORAGE GP LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL LEASECO LP By: HPL STORAGE GP LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL GP, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HOUSTON PIPE LINE COMPANY LP By: HPL GP, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL RESOURCES COMPANY LP By: HPL GP, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL GAS MARKETING LP By: HPL GP, LLC, its general partner By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer HPL HOUSTON PIPE LINE COMPANY, LLC By: Name: H. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - (Cust.) TEN ENT - as tenants by entireties Custodian for: (Minor) JT TEN - as joint tenants with right of survivorship and not as tenants in common Under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Please print or type name and address including postal zip code of assignee: the within Security and all rights thereunder, hereby irrevocably constituting and appointing to transfer said Security on the books of the Partnership, with full power of substitution in the premises. Dated Registered Holder

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, PLAINS MARKETING GP INC.), a Delaware limited liability company, as Subsidiary Guarantor . By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Xx Xxxxxxx Title: Senior Vice President and CEO ALLIANCE TRADINGChief Financial Officer PLAINS MARKETING, INC., a Delaware corporation, as Subsidiary Guarantor L.P. By: /s/ Mxxxxxx Xxxxxx PLAINS MARKETING GP INC. its General Partner By: Name: Mxxxxxx Xxxxxx Xx Xxxxxxx Title: Senior Vice President and Secretary CYPRESSChief Financial Officer PLAINS PIPELINE, INC., a Nevada corporation, as Subsidiary Guarantor L.P. By: /s/ Mxxxxxx Xxxxxx PLAINS MARKETING GP INC. its General Partner By: Name: Mxxxxxx Xxxxxx Xx Xxxxxxx Title: Senior Vice President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor Chief Financial Officer Signature Page to Seventeenth Supplemental Indenture 2 of 10 PACIFIC ENERGY GROUP LLC By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Xx Xxxxxxx Title: Senior Vice President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor Chief Financial Officer PACIFIC L.A. MARINE TERMINAL LLC By: SCP Distributors LLC, PACIFIC ENERGY GROUP LLC its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Xx Xxxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender and Chief Financial Officer ROCKY MOUNTAIN PIPELINE SYSTEM LLC By: /s/ Kxxxxxxxx Xxx PACIFIC ENERGY GROUP LLC its Sole Member By: Name: Kxxxxxxxx Xxx Xx Xxxxxxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender and Chief Financial Officer PLAINS PRODUCTS TERMINALS LLC By: /s/ Cxxxxxxxx X. Xxxxx PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. Its General Partner By: Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Xx Xxxxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender and Chief Financial Officer RANCHO LPG HOLDINGS LLC By: /s/ Gxxx Xxxxxxxx PLAINS LPG SERVICES, L.P. its Sole Member By: PLAINS LPG SERVICES GP, LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Gxxx Xxxxxxxx Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PLAINS MARKETING CANADA LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PMC (NOVA SCOTIA) COMPANY By: Name: Xx Xxxxxxx Title: Vice PresidentPresident — Finance PLAINS MARKETING CANADA, L.P. By: PMC (NOVA SCOTIA) COMPANY its General Partner By: Name: Xx Xxxxxxx Title: Vice President — Finance PLAINS LPG SERVICES GP LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PLAINS TOWING LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PICSCO LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PLAINS MIDSTREAM GP LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PLAINS MIDSTREAM, L.P. By: PLAINS MIDSTREAM GP LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PLAINS MIDSTREAM CANADA ULC By: Name: Xx Xxxxxxx Title: Vice President — Finance AURORA PIPELINE COMPANY LTD. By: Name: Xx Xxxxxxx Title: Vice President — Finance PLAINS LPG SERVICES, L.P. By: PLAINS LPG SERVICES GP LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer LONE STAR TRUCKING, LLC By: PLAINS LPG SERVICES, L.P. its Sole Member By: PLAINS LPG SERVICES GP LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer Signature Page to Seventeenth Supplemental Indenture

Subsidiary Guarantors. SCP DISTRIBUTORS BAW HOLDCO I, LLC (successor by merger to NATIONAL POOL TITLE GROUPBy: Name: Title: BAW HOLDCO II, LLC By: Name: Title: BAW HOLDCO III, LLC By: Name: Title: BAW, INC. By: Name: Title: BN RANCH, LLC By: Name: Title: BLUE APRON MARKET, LLC By: Name: Title: COLLATERAL AGENT AND ADMINISTRATIVE AGENT: BLUE TORCH FINANCE LLC By: Name: Title: LENDERS: BTC HOLDINGS FUND I, LLC By: Blue Torch Credit Opportunities Fund I LP, its sole member By: Blue Torch Credit Opportunities GP LLC, its general partner By: KPG BTC Management LLC, its sole member By: Name: Title: BTC HOLDINGS FUND I-B, LLC By: Blue Torch Credit Opportunities Fund I LP, its sole member By: Blue Torch Credit Opportunities GP LLC, its general partner By: KPG BTC Management LLC, its sole member By: Name: Title: BLUE TORCH CREDIT OPPORTUNITIES SBAF FUND LP By: Blue Torch Credit Opportunities SBAF GP LLC, its general partner By: KPG BTC Management LLC, its sole member By: Name: Title: BLUE TORCH CREDIT OPPORTUNITIES FUND II LP By: Blue Torch Credit Opportunities GX XX LLC, its general partner By: KPG BTC Management LLC, its sole member By: Name: Title: BLUE TORCH CREDIT OPPORTUNITIES KRS FUND LP By: Blue Torch Credit Opportunities KRS GP LLC, its general partner By: KPG BTC Management LLC, its sole member By: Name: Title: SWISS CAPITAL BTC OL PRIVATE DEBT FUND L.P. By: Name: Title: EXHIBIT D Exhibit G to Financing Agreement FORM OF WARRANTS (Please see attached.) THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 15 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. BLUE APRON HOLDINGS, INC. WARRANT TO PURCHASE CLASS A COMMON STOCK Warrant No.: [__] Number of Shares of Class A Common Stock: [__] Date of Issuance: [__] (“Issuance Date”) CUSIP No. [__] Blue Apron Holdings, Inc., a company incorporated under the laws of state of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [__], a [__] (“BTC”)1, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after the Expiration Time (as defined below), [__] fully paid non-assessable shares of Class A Common Stock (as defined below), subject to adjustment as provided herein, including issuance of Additional Warrant Shares (the “Warrant Shares”). The number of Warrant Shares set forth in the preceding sentence represents 0.5% of the outstanding shares of Class A Common Stock on a Fully-Diluted Basis as of the Issuance Date. Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Class A Common Stock (including any Warrants to Purchase Class A Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. This Warrant is one of the Warrants to purchase Warrant Shares (as amended, restated, or otherwise modified from time to time, the “Warrants”) issued in connection with that certain Financing Agreement, dated as of October 16, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Blue Apron, LLC, a Delaware limited liability company, the Company, each of the Subsidiary Guarantors (as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President defined therein) party hereto, the Lenders (as defined therein) party hereto, and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS Blue Torch Finance LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President collateral agent for the Lenders and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INCadministrative agent for the Lenders.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability companyLLC, as Subsidiary Guarantor By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Title: President and CEO Chief Executive Officer ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Title: President and CEO Chief Executive Officer SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Title: President and CEO Chief Executive Officer [Second Amendment – SCP Pool Corporation] SCP INTERNATIONAL, INC, a Delaware corporation., as Subsidiary Guarantor By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Title: President and CEO Chief Executive Officer POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to Chief Executive Officer SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX XXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Title: President and CEO Chief Executive Officer HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Title: Vice President and Chief Executive Officer [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continueSecond Amendment – SCP Pool Corporation] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Authorized Signatory Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE [Second Amendment – SCP Pool Corporation] CONGRESS FINANCIAL CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Authorized Signatory Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A.[Second Amendment – SCP Pool Corporation] JPMORGAN CHASE BANK, as a Syndication Agent and Lender By: /s/ Gxxx X. Xxxxxx Authorized Signatory Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to [Second Amendment – SCP Pool Corporation] HIBERNIA NATIONAL BANK), as a Documentation Agent and Lender By: /s/ Kxxxxxxxx Xxx Authorized Signatory Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continueSecond Amendment – SCP Pool Corporation] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX XXXXX FARGO BANK NATIONAL ASSOCIATION, as a Documentation Agent and Lender By: /s/ Gxxx Xxxxxxxx Authorized Signatory Name: Gxxx Xxxxxxxx Title: Vice President[Second Amendment – SCP Pool Corporation] REGIONS BANK, as Lender By: /s/ Authorized Signatory Name: Title: [Second Amendment – SCP Pool Corporation] Exhibit A $180,000,000 CREDIT AGREEMENT dated as of November 2, 2004, (as amended by the First Amendment dated as of May 9, 2005, and as further amended by the Second Amendment dated as of December 20, 2005) by and among SCP POOL CORPORATION, as US Borrower, SCP DISTRIBUTORS INC., as Canadian Borrower, the Lenders referred to herein, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender, CONGRESS FINANCIAL CORPORATION (CANADA), as Canadian Dollar Lender, JPMORGAN CHASE BANK, as Syndication Agent, HIBERNIA NATIONAL BANK, as Documentation Agent and XXXXX FARGO BANK NATIONAL ASSOCIATION, as Documentation Agent WACHOVIA CAPITAL MARKETS, LLC, as Sole Lead Arranger and Sole Book Manager TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Other Definitions and Provisions 27 SECTION 1.3 Accounting Terms 27 SECTION 1.4 UCC Terms 27 SECTION 1.5 Rounding 27 SECTION 1.6 References to Agreement and Laws 28 SECTION 1.7 Times of Day 28 SECTION 1.8 Letter of Credit Amounts 28 ARTICLE II REVOLVING CREDIT FACILITY 28 SECTION 2.1 Revolving Credit Loans 28 SECTION 2.2 Canadian Dollar Loans 29 SECTION 2.3 Swingline Loans 30 SECTION 2.4 Procedure for Advances of Revolving Credit Loans, Canadian Dollar Loans and Swingline Loans 32 SECTION 2.5 Repayment of Loans 34 SECTION 2.6 Permanent Reduction of the Revolving Credit Commitment 36 SECTION 2.7 Termination of Revolving Credit Facility 37 SECTION 2.8 Nature of Obligations 37 SECTION 2.9 Optional Increase of Revolving Credit Commitment 37 ARTICLE III LETTER OF CREDIT FACILITY 40 SECTION 3.1 L/C Commitment 40 SECTION 3.2 Procedure for Issuance of Letters of Credit 40 SECTION 3.3 Commissions and Other Charges 41 SECTION 3.4 L/C Participations 41 SECTION 3.5 Reimbursement Obligation of the US Borrower 42 SECTION 3.6 Obligations Absolute 43 SECTION 3.7 Effect of Letter of Credit Application 43 ARTICLE IIIA TERM LOAN FACILITY 43 SECTION 3A.1 Initial Term Loan 43 SECTION 3A.2 Procedure for Advance of Initial Term Loan 44 SECTION 3A.3 Repayment of Initial Term Loan 44 SECTION 3A.4 Prepayments of Term Loan 45 SECTION 3A.5 Optional Increase In Term Loan Commitment 47 ARTICLE IV GENERAL LOAN PROVISIONS 49 SECTION 4.1 Interest 49 SECTION 4.2 Notice and Manner of Conversion or Continuation of Loans 52 SECTION 4.3 Fees 53 SECTION 4.4 Manner of Payment 53 SECTION 4.5 Evidence of Indebtedness 54 SECTION 4.6 Adjustments 55 SECTION 4.7 Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent 55 SECTION 4.8 Changed Circumstances 56 SECTION 4.9 Indemnity 57 SECTION 4.10 Increased Costs 58 SECTION 4.11 Taxes 59 SECTION 4.12 Mitigation Obligations; Replacement of Lenders 62 SECTION 4.13 Redenomination of Canadian Dollar Loans 63 SECTION 4.14 US Borrower as Agent for the Canadian Borrower 63 ARTICLE V CLOSING; CONDITIONS OF CLOSING AND BORROWING 63 SECTION 5.1 Closing 63 SECTION 5.2 Conditions to Closing and Initial Extensions of Credit 63 SECTION 5.3 Conditions to All Extensions of Credit 67 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE BORROWERS 68 SECTION 6.1 Representations and Warranties 68 SECTION 6.2 Survival of Representations and Warranties, Etc 75 ARTICLE VII FINANCIAL INFORMATION AND NOTICES 76 SECTION 7.1 Financial Statements and Projections 76 SECTION 7.2 Officer’s Compliance Certificate 77 SECTION 7.3 Accountants’ Certificate 77 SECTION 7.4 Other Reports 77 SECTION 7.5 Notice of Litigation and Other Matters 78 SECTION 7.6 Accuracy of Information 79 ARTICLE VIII AFFIRMATIVE COVENANTS 79 SECTION 8.1 Preservation of Corporate Existence and Related Matters 79 SECTION 8.2 Maintenance of Property 79 SECTION 8.3 Insurance 79 SECTION 8.4 Accounting Methods and Financial Records 80 SECTION 8.5 Payment and Performance of Obligations 80 SECTION 8.6 Compliance With Laws and Approvals 80 SECTION 8.7 Environmental Laws 80 SECTION 8.8 Compliance with ERISA 81 SECTION 8.9 Compliance With Agreements 81 SECTION 8.10 Visits and Inspections 81 SECTION 8.11 Additional Subsidiaries 81 SECTION 8.12 Use of Proceeds 81 SECTION 8.13 Further Assurances 82 ARTICLE IX FINANCIAL COVENANTS 82

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPEACH GUARANTOR WHICH IS A SUBSIDIARY AS LISTED ON SCHEDULE 1 By: Kite Realty Group, INC.)L.P., a Delaware limited liability company, as Subsidiary the sole member of each such Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADINGKite Realty Group Trust, INC., a Delaware corporation, as Subsidiary Guarantor its sole general partner By: /s/ Mxxxxxx Xxxxxx X. Xxxx Name: Mxxxxxx Xxxxxx X. Xxxx Title: Executive Vice President and Secretary CYPRESSChief Financial Officer KRG COURTHOUSE SHADOWS, INC.LLC By: KRG Courthouse Shadows I, a Nevada corporationLLC, as Subsidiary Guarantor its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxxx Xxxxxx X. Xxxx Name: Mxxxxxx Xxxxxx X. Xxxx Title: Executive Vice President and Secretary SUPERIOR POOL PRODUCTS Chief Financial Officer CORNER ASSOCIATES, LP By: KRG Corner Associates, LLC, a Delaware limited liability companyits sole general partner By: Kite Realty Group, as Subsidiary Guarantor L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO SCP ACQUISITION CO. LLCChief Financial Officer KITE REALTY EDDY STREET LAND, a Delaware limited liability company, as Subsidiary Guarantor LLC By: SCP Distributors Kite Realty Holding, LLC, its Sole Member sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO SCP INTERNATIONALChief Financial Officer KITE REALTY NEW HILL PLACE, INCLLC KITE REALTY PEAKWAY AT 55, a Delaware corporationLLC By: Kite Realty Development, as Subsidiary Guarantor LLC, their sole member By: Kite Realty Holding, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO POOL DEVELOPMENT Chief Financial Officer KRG CEDAR HILL VILLAGE, LP KRG PIPELINE POINTE, LP KRG SUNLAND II, LP By: KRG Texas, LLC, a Delaware limited liability companytheir sole general partner By: KRG Capital, as Subsidiary Guarantor LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO SPLASH HOLDINGSChief Financial Officer KRG MARKET STREET VILLAGE, INC. (successor by merger to SPLASH HOLDINGSLP By: KRG Market Street Village I, INC. (formerly known as FORT WXXXX POOLSLLC, INC.)its sole general partner By: Kite Realty Group, an Indiana corporation)L.P., a Delaware corporationits sole member By: Kite Realty Group Trust, as Subsidiary Guarantor its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO HORIZON DISTRIBUTORSChief Financial Officer KRG SAN ANTONIO, INC.LP By: Kite San Antonio, a Delaware corporationLLC, as Subsidiary Guarantor its sole general partner By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEand Chief Financial Officer KRG EAGLE CREEK III, LLC KRG PANOLA II, LLC By: KRG Capital, LLC, a Delaware limited liability companytheir sole member By: Kite Realty Group, as Subsidiary Guarantor L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxx Xxxxxx X. Xxxxxx Xxxx Name: Mxxx Xxxxxx X. Xxxxxx Xxxx Title: Executive Vice President POOLCORP FINANCIAL INC.and Chief Financial Officer KRG CEDAR HILL PLAZA, a Delaware corporationLP By: KRG CHP Management, as Subsidiary Guarantor LLC, its sole general partner By: /s/ Mxxx Xxxxxx X. Xxxxxx Xxxx Name: Mxxx Xxxxxx X. Xxxxxx Xxxx Title: Executive Vice President [Signature pages continue] AGENTS AND LENDERSand Chief Financial Officer KRG CREC/KS PEMBROKE PINES, LLC By: WACHOVIA BANKKRG Pembroke Pines, NATIONAL ASSOCIATIONLLC, as Administrative Agentits sole member By: Kite Realty Group, Swingline LenderL.P., Issuing Lender and a Lender its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Gxxx Xxxxxxxx Xxxxxx X. Xxxx Name: Gxxx Xxxxxxxx Xxxxxx X. Xxxx Title: Executive Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress and Chief Financial Corporation (Canada))Officer KRG PLAZA GREEN, as Canadian Dollar Lender LLC By: Kite XxXxxxx State, LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Rxxxxxx Xxxxxxxxxx Xxxxxx X. Xxxx Name: Rxxxxxx Xxxxxxxxxx Xxxxxx X. Xxxx Title: Executive Vice President BANK OF AMERICAand Chief Financial Officer By: Preston Commons, N.A.LLP, as a Lender its member By: Kite Realty Group, L.P., its managing partner By: Kite Realty Group Trust, its sole general partner By: /s/ Gxxx Xxxxxx X. Xxxxxx Xxxx Name: Gxxx Xxxxxx X. Xxxxxx Xxxx Title: Senior Executive Vice President CAPITAL ONEand Chief Financial Officer KRG XXXXXXXX GREENVILLE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK)LLC By: Kite XxXxxxx State, as a Lender LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Kxxxxxxxx Xxx Xxxxxx X. Xxxx Name: Kxxxxxxxx Xxx Xxxxxx X. Xxxx Title: Senior Executive Vice President [Signature pages continue] COMERICA BANKand Chief Financial Officer By: Kite Pen, as a Lender LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Cxxxxxxxx Xxxxxx X. Xxxxx Xxxx Name: Cxxxxxxxx Xxxxxx X. Xxxxx Xxxx Title: Executive Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice Presidentand Chief Financial Officer [Signatures Continued On Next Page]

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEFP REDLAND GP, LLC, a Delaware limited liability companycompany FP REDLAND, LLC, a Delaware limited liability company FP AIRPARK AB, LLC, a Virginia limited liability company FP 000 XXXXXXXXXXXX XXXXXXX, LLC, a Virginia limited liability company FP CANDLEWOOD, LLC, a Maryland limited liability company FP CHESTERFIELD ABEF, LLC, a Virginia limited liability company FP CHESTERFIELD CDGH, LLC, a Virginia limited liability company FP CLOVERLEAF, LLC, a Maryland limited liability company FP HANOVER C, LLC, a Virginia limited liability company FP HANOVER D, LLC, a Virginia limited liability company FP PROSPERITY, LLC, a Virginia limited liability company AQUIA ONE, LLC, a Delaware limited liability company FP GATEWAY CENTER, LLC, a Maryland limited liability company XXXXX XXXX BUSINESS CENTER, L.L.C., a Maryland limited liability company INTERSTATE PLAZA OPERATING LLC, a Delaware limited liability company FP PROPERTIES II, LLC, a Maryland limited liability company By: First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as Subsidiary Guarantor sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities By: First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner By: /s/ Mxxx X. Xxxxxx Xxxxxxx Xxxxxxxxx Name: Mxxx X. Xxxxxx Xxxxxxx Xxxxxxxxx Title: President POOLCORP FINANCIAL INC.Chief Executive Officer ACCEPTED AND AGREED AS OF THE 10th DAY OF MAY, a Delaware corporation, as Subsidiary Guarantor By2012: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing a Lender and a Lender as Agent By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx Xxxx X. Xxxxx Name: Cxxxxxxxx Xxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX (Signatures continue on next page) XXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President (Signatures continue on next page) PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President (Signatures continue on next page) CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President (Signatures continue on next page) BANK OF MONTREAL, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director (Signatures continue on next page) XXXXXXX XXXXX BANK, FSB, as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Senior Vice President (Signatures continue on next page) CITIZENS BANK OF PENNSYLVANIA, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Gxxx Xxxxxxx X. Xxxxxxxx Title: Senior Vice PresidentPresident (Signatures continue on next page) ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Authorized Signatory (Signatures continue on next page) BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President (Signatures continue on next page) U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Schedule 1 Borrowers

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.)Xxxxx'x Realty Partnership, a Delaware limited liability companyNorth Carolina general partnership Xxxxxxx'x Realty Partnership, a North Carolina general partnership Smithfield-Xxxxxxx'x Farms, a Virginia general partnership By: Xxxxxx-Xxxxx, LLC, as Subsidiary Guarantor a general partner of each By: /s/ Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Xxxxxxx Title: Vice President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS Xxxxxx-Xxxxxxx Meats LLC, a Delaware limited liability companycompany Farmland Foods, as Subsidiary Guarantor By: /s/ Mxxxxx X. Inc., a Delaware corporation Xxxx Xxxxxxx & Co., a Delaware corporation Xxxxxx-Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability companycompany Xxxxxx Farms of Texhoma, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.)Inc., an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEOklahoma corporation Xxxxxxx Xxxxxx, LLC, a Delaware limited liability companycompany Premium Pet Health, as Subsidiary Guarantor LLC, a Delaware limited liability company Premium Standard Farms, LLC, a Delaware limited liability company Smithfield Global Products Inc., a Delaware corporation The Smithfield Packing Company, Incorporated, a Delaware corporation Smithfield Purchase Corporation, a North Carolina corporation Smithfield Transportation Co., Inc., a Delaware corporation Stefano Foods, Inc., a North Carolina corporation SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.), a Delaware corporation By: /s/ Mxxx Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President Jonmor Investments, Inc., a Delaware corporation Patcud Investments, Inc., a Delaware corporation SFFC, INC., a Delaware corporation SF Investments, Inc., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Mxxx Xxxxxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC.FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, a Delaware corporationPage 7 ADMINISTRATIVE AGENT AND LENDERS: COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Subsidiary Guarantor Administrative Agent By: /s/ Mxxx X. Xxxxxx Xxxx Xxxxxxxxx Name: Mxxx X. Xxxxxx Xxxx Xxxxxxxxx Title: President [Signature pages continue] AGENTS Executive Director By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director FIRST AMENDMENT TO SECOND AMENDED AND LENDERS: WACHOVIA RESTATED CREDIT AGREEMENT, Page 8 JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Xxxx Xxxx Name: Gxxx Xxxxxxxx Xxxx Xxxx Title: Executive Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 9 BARCLAYS BANK PLC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 10 AGFIRST FARM CREDIT BANK, as a Lender By: /s/ Xxxx X. Xxxxxxxx, Xx. Name: Xxxx X. Xxxxxxxx, Xx. Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada))Voting Participants: Farm Credit Bank of Texas By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 11 XXXXXXX XXXXX BANK USA, as Canadian Dollar a Lender By: /s/ Rxxxxxx Xxxxxxxxxx Xxxx Xxxxxx Name: Rxxxxxx Xxxxxxxxxx Xxxx Xxxxxx Title: Authorized Signatory FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 12 BANK OF MONTREAL, as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 13 XXXXXX XXXXXXX BANK, N.A., as a Lender By: /s/ Xxxxxxx XxxXxxxx Name: Xxxxxxx XxxXxxxx Title: Authorized Signatory FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 14 COBANK, ACB, as a Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 15 SOCIETE GENERALE, as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 16 U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 17 AGSTAR FINANCIAL SERVICES, PCA, as a Lender By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx, VP Capital Markets FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 00 XXXXXXXXX XXXX CREDIT SERVICES, PCA, as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 19 BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 20 UNITED FCS, PCA D/B/A FCS COMMERCIAL FINANCE GROUP, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 21 FARM CREDIT SERVICES OF MID-AMERICA, PCA, as a Lender By: /s/ W. Xxxxx Xxxxxxxx Name: W. Xxxxx Xxxxxxxx Title: Credit Officer FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 22 SOVEREIGN BANK, as a Lender By: /s/ Xxxxxx Lopeulchine Name: Xxxxxx Lopeulchine Title: Executive Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 23 ING CAPITAL LLC, as a Lender By: /s/ Xxx [illegible] Name: Xxx [illegible] Title: MD FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 24 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender By: /s/ Xxxxx Xxxxxx Name: Gxxx X. Xxxxx Xxxxxx Title: Senior Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CAPITAL ONEFIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, NATIONAL ASSOCIATION Page 25 COMPASS BANK, as a Lender By: /s/ Xxxxx [illegible] Name: Xxxxx [illegible] Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 26 FARM CREDIT SERVICES OF AMERICA, PCA, as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 27 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: [illegible] Name: Xxxxxxxxxxx Reo Day, [illegible] Title: Vice President, Assistant Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 28 AMERICAN AGCREDIT, PCA (successor-by-successor by merger to HIBERNIA NATIONAL BANKFarm Credit Services of the Mountain Plains, PCA), as a Lender By: /s/ Kxxxxxxxx Xxx Xxxx [illegible] Name: Kxxxxxxxx Xxx Xxxx [illegible] Title: Senior Vice President [Signature pages continue] COMERICA BANKFIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 00 0XX XXXX CREDIT SERVICES, PCA, as a Lender By: /s/ Cxxxxxxxx Xxxx X. Xxxxx Xxxxxxxxxx Name: Cxxxxxxxx Xxxx X. Xxxxx Xxxxxxxxxx Title: Vice President REGIONS BANKPresident, Capital Markets Group FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 00 XXXXXXXXXX XXXX CREDIT SERVICES, ACA/FLCA, as a Lender By: /s/ Jxxxx Xxxxxx X. Xxxxx Xxxxxxx, Xx. Name: Jxxxx Xxxxxx X. Xxxxx Xxxxxxx, Xx. Title: Senior SVP/Managing Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 00 XXXX XXXXXX XXXX, XXX, as a Lender By:/s/ Ben Xxxxxxx Xxx Xxxxxxx, Vice President WXXXX FARGO BANK NATIONAL ASSOCIATIONFIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 32 FCS FINANCIAL, PCA, as a Lender By: /s/ Gxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Name: Gxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Title: Vice PresidentPresident FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 33 GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Duly Authorized Signatory FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 34 COBANK, FCB (successor in interest by merger to U.S. AgBank, FCB), as a Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 35 Schedule 5.11 to Smithfield Foods, Inc. First Amendment to Second Amended and Restated Credit Agreement Required Lender Percentage Lender Required Lender Percentage Held Lenders Agreeing to Consent Letter(insert % from prior column if Lender signs Consent Letter then total % in this column) Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch 8.0000000000 % 8.0000000000 % Barclays Bank PLC 6.4864864900 % AgFirst Farm Credit Bank 11.8918918900 % Xxxxxxx Sachs Bank USA 4.0000000000 % Bank of Montreal 4.0000000000 % Xxxxxx Xxxxxxx Bank, N.A. 3.0000000000 % CoBank, ACB 4.8648648600 % JPMorgan Chase Bank, N. A. 4.8648648600 % Societe Generale 4.3243243200 % U.S. Bank National Association 3.7837837800 % AgStar Financial Services, PCA 3.4594594600 % Northwest Farm Credit Services, PCA 3.4594594600 % Bank of America, N.A. 3.2432432400 % United FCS, PCA d/b/a FCS Commercial Finance Group 2.7027027000 % Farm Credit Services of Mid-America, PCA 2.7027027000 % Sovereign Bank 2.7027027000 % ING Capital LLC 2.3783783800 % Credit Agricole Corporate and Investment Bank 2.3783783800 % Compass Bank 2.3783783800 % Farm Credit Services of America, PCA 2.3783783800 % Credit Suisse AG, Cayman Islands Branch 2.0000000000 % American AgCredit, PC 2.0000000000 % 0xx Xxxx Xxxxxx Xxxxxxxx, XXX 1.9459459500 % GreenStone Farm Credit Services, ACA/FLCA 1.9459459500 % Farm Credit West, PCA 1.9459459500 % CoBank, FCB (successor to U.S. AgBank FCB) 1.6216216200 % FCS Financial, PCA 1.6216216200 % General Electric Capital Corporation 1.6216216200 % TOTAL 100.00 % Schedule 5.11 to FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Solo Page Schedule 5.11 to FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Solo Page EXHIBIT A FIRST AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this "Amendment"), dated as of January 31, 2013, among COÖPERATIEVE CENTRALE RAIFFEISEN–BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH (as assignee of JPMorgan Chase Bank, N.A.), as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined in the Intercreditor Agreement identified below, the "ABL Representative") for the ABL Secured Parties (as defined in such Intercreditor Agreement), SMITHFIELD RECEIVABLES FUNDING LLC (the "Receivables Buyer"), COÖPERATIEVE CENTRALE RAIFFEISEN–BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined in such Intercreditor Agreement, the "Receivables Agent") under the Credit and Security Agreement (as defined in such Intercreditor Agreement) and each of the Loan Parties (as defined in such Intercreditor Agreement) party hereto.

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS ONE FINANCIAL PLACE PROPERTY LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President Chief Operating and CEO SCP ACQUISITION CO. Financial Officer OFP ILLINOIS SERVICES LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member company By: /s/ Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President Chief Operating and CEO SCP INTERNATIONAL, INCFinancial Officer BEHRINGER HARVARD CENTREPORT OFFICE LP, a Delaware corporation, as Subsidiary Guarantor Texas limited partnership By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEBehringer Harvard Centreport Office GP, LLC, a Delaware limited liability company, as Subsidiary Guarantor general partner By: /s/ Mxxx Xxxxx X. Xxxxxx Xxxxxxx Name: Mxxx Xxxxx X. Xxxxxx Xxxxxxx Title: President POOLCORP FINANCIAL INC.Chief Operating and Financial Officer ARCH 1650 PARTNERS, L.P., a Delaware corporationlimited partnership By: IPC Philadelphia Management LLC, as Subsidiary Guarantor a Delaware limited liability company, general partner By: /s/ Mxxx Xxxxx X. Xxxxxx Xxxxxxx Name: Mxxx Xxxxx X. Xxxxxx Xxxxxxx Title: President [Signature pages continue] AGENTS AND LENDERSChief Operating and Financial Officer IPC FLORIDA III, LLC, a Delaware limited liability company By: WACHOVIA BANK/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer BEHRINGER HARVARD WOODCREST IV, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer WOODCREST ROAD ASSOCIATES II, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer BEHRINGER HARVARD XXXXXXXX LAND LP, a Texas limited partnership By: Behringer Harvard Xxxxxxxx Land GP, LLC, a Texas limited liability company, general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer Xxxxxx joins in the execution of this Guaranty for the sole and limited purpose of evidencing its agreement to waiver of the right to trial by jury contained in Paragraph 15 hereof and Section 25 of the Credit Agreement. KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender Agent By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx X. Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxx X. Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Each of the Subsidiary Guarantor Guarantors identified on Schedule 1 hereto By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx /s Xxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxxx Xxxxxx Title: President Executive Vice President, Chief Financial Officer and Secretary CYPRESSTreasurer ADMINISTRATIVE AGENT: Victory Park Management, INC., a Nevada corporation, as Subsidiary Guarantor LLC By: /s/ Mxxxxxx Xxxxxx /s Xxxxx X. Xxxxxxx Name: Mxxxxxx Xxxxxx Xxxxx X. Xxxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLCAuthorized Signatory LENDERS: VPC Onshore Specialty Finance Fund II, a Delaware limited liability company, as Subsidiary Guarantor L.P. By: /s/ Mxxxxx /s Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President and CEO SCP ACQUISITION CO. LLCAuthorized Signatory VPC Offshore Unleveraged Private Debt Fund, a Delaware limited liability company, as Subsidiary Guarantor L.P. By: SCP Distributors LLC/s Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory VPC Investor Fund C, its Sole Member L.P. By: /s/ Mxxxxx /s Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President and CEO SCP INTERNATIONALAuthorized Signatory VPC Investor Fund G-1, INC, a Delaware corporation, as Subsidiary Guarantor L.P. By: /s/ Mxxxxx /s Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President and CEO POOL DEVELOPMENT LLCAuthorized Signatory VPC Specialty Lending Fund (NE), a Delaware limited liability company, as Subsidiary Guarantor Ltd. By: /s/ Mxxxxx /s Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President and CEO SPLASH HOLDINGSAuthorized Signatory VPC Specialty Lending Investments Intermediate, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor L.P. By: /s/ Mxxxxx /s Xxxxx X. Xxxxx de la Mesa Xxxxxxx Name: Mxxxxx Xxxxx X. Xxxxx de la Mesa Xxxxxxx Title: President and CEO HORIZON DISTRIBUTORSAuthorized Signatory Schedule 1 Subsidiary Guarantors ARH-Arizona, INC.LLC Checksmart Financial Company BCCI CA, a LLC Checksmart Financial Holdings Corp. BCCI Management Company Checksmart Financial, LLC Beneficial Lending Solutions of California LLC Checksmart Money Order Services, Inc. Beneficial Lending Solutions of Ohio LLC Community Choice Family Insurance Agency, LLC Beneficial Lending Solutions of Tennessee LLC CS-Arizona, LLC Beneficial Lending Solutions of Utah LLC Direct Financial Solutions, LLC Buckeye Check Cashing, Inc. Express Payroll Advance of Ohio, Inc. Buckeye Check Cashing II, Inc. Fast Cash, Inc. Buckeye Check Cashing of Alabama, LLC First Virginia Credit Solutions, LLC Buckeye Check Cashing of Arizona, Inc. First Virginia Financial Services, LLC Buckeye Check Cashing of California, LLC Hoosier Check Cashing of Ohio, LTD Buckeye Check Cashing of Connecticut, LLC Insight Capital, LLC Buckeye Check Cashing of Florida, Inc. Lender’s Account Services LLC Buckeye Check Cashing of Kentucky, Inc. National Tax Lending, LLC Buckeye Check Cashing of Michigan, Inc. QC Financial Services of California, Inc. Buckeye Check Cashing of Tennessee, LLC Reliant Software, Inc. Buckeye Check Cashing of Texas, LLC CCCS On-Line LLC Buckeye Check Cashing of Virginia, Inc. CCF of Alaska LLC Buckeye Commercial Check Cashing of Florida, LLC CCF of Delaware corporationLLC Buckeye Credit Solutions, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGELLC CCF of Hawaii LLC Buckeye Lending Solutions, LLCLLC CCF of Idaho LLC Buckeye Lending Solutions of Arizona, a Delaware limited liability companyLLC CCF of Illinois LLC Buckeye Lending Solutions of Tennessee, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC.LLC CCF of Kansas LLC Buckeye Small Loans, a Delaware corporationLLC CCF of Louisiana LLC Buckeye Title Loans, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANKInc. CCF of Maine LLC Buckeye Title Loans of California, NATIONAL ASSOCIATIONLLC CCF of Minnesota LLC Buckeye Title Loans of Tennessee, as Administrative AgentLLC CCF of Mississippi LLC Buckeye Title Loans of Virginia, Swingline LenderLLC CCF of Missouri LLC California Check Cashing Stores, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada))LLC CCF of Nevada LLC Cash Central of Alabama, as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICALLC CCF of New Mexico LLC Cash Central of Alaska, N.A.LLC CCF of North Dakota LLC Cash Central of California, as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONELLC CCF of Oklahoma LLC Cash Central of Delaware, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK)LLC CCF of South Carolina LLC Cash Central of Florida LLC CCF of South Dakota LLC Cash Central of Hawaii, as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANKLLC CCF of Washington LLC Cash Central of Idaho, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANKLLC CCF of Wisconsin LLC Cash Central of Kansas, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATIONLLC CCF of Wyoming LLC Cash Central of Louisiana, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice PresidentLLC Cash Central of Mississippi, LLC Cash Central of Missouri, LLC Cash Central of Nevada, LLC Cash Central of New Mexico LLC Cash Central of North Dakota, LLC Cash Central of Ohio, LLC Cash Central of Oklahoma, LLC Cash Central of South Carolina LLC Cash Central of South Dakota, LLC Cash Central of Tennessee, LLC Cash Central of Texas, LLC Cash Central of Utah, LLC Cash Central of Virginia LLC Cash Central of Washington, LLC Cash Central of Wisconsin, LLC Cash Central of Wyoming, LLC CCCIS, Inc. CCCS Corporate Holdings, Inc. CCCS Holdings, LLC Schedule of Subject Defaults

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability companyEach of the entities named on Schedule C annexed hereto, as Subsidiary Guarantor Guarantors By: /s/ Mxxxxx Xxxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporationXxxxxxxx Authorized Officer Each of the entities named on Schedule D annexed hereto, as Subsidiary Guarantor Guarantors By: /s/ Mxxxxxx Xxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] Authorized Officer AGENTS AND LENDERS: BANK OF AMERICA, N.A., as Administrative Agent and Co-Arranger and as a Lender By: Xxxxxxx X. Xxxxxxx Managing Director DEUTSCHE BANK AG, NEW YORK BRANCH, as Documentation Agent and Co-Arranger and as a Lender By: Xxxxx X. Xxxxx Director By: Xxxx X. Xxxxx, Managing Director Head of Workout ABN AMRO BANK N.V., as a Lender By: Name: Title: By: Name: Title: BANK OF MONTREAL, as a Lender By: Name: Title: BAYERISCHE HYPO-UND VEREINSBANK AG, as a Lender By: Name: Title: By: Name: Title: BNP PARIBAS, as a Lender By: Name: Title: By: Name: Title: COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender By: Name: Title: By: Name: Title: CREDIT LYONNAIS NEW YORK BRANCH, as a Lender By: Name: Title: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) MIZUHO CORPORATE BANK, LTD., NEW YORK BRANCH as a Lender By: Name: Title: FLEET NATIONAL BANK, as a Lender By: Name: Title: HSBC BANK USA, as a Lender By: Name: Title: JPMORGAN CHASE BANK (formerly known as Congress Financial Corporation (Canada)The Chase Manhattan Bank), as Canadian Dollar a Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President IIB BANK LTD, IFSC BRANCH as a Lender By: Name: Title: By: Name: Title: LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as a Lender By: Name: Title: By: Name: Title: ROYAL BANK OF SCOTLAND, plc, as a Lender By: Name: Title: SANPAOLO IMI S.p.A., as a Lender By: Name: Title: By: Name: Title: BANC OF AMERICA SECURITIES LLC, as Agent for BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONESUNTRUST BANK, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA as a Lender By: Name: Title: THE BANK OF NEW YORK, as a Lender By: Name: Title: THE BANK OF NOVA SCOTIA, as a Lender By: Name: Title: THE HUNTINGTON NATIONAL BANK, as a Lender By: Name: Title: THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY, as a Lender By: Name: Title: THE SUMITOMO TRUST & BANKING CO., LTD. NY BRANCH, as a Lender By: Name: Title: THE TORONTO-DOMINION BANK, as a Lender By: Name: Title: UBS AG, STAMFORD BRANCH as a Lender By: Name: Title: By: Name: Title: UFJ BANK LIMITED, NEW YORK BRANCH, (formerly The Sanwa Bank, Limited, New York Branch and The Tokai Bank, Limited – New York Branch), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANKBy: Name: Title: U.S. BANK NATIONAL ASSOCIATION (formerly known as Firstar Bank, N.A.), as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANKWESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH as a Lender By: Name: Title: By: Name: Title: XXXXXXX XXXXX, XXXXXX & XXXXX, INCORPORATED, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President:

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPAPRIL CORPORATION BEAZER ALLIED COMPANIES HOLDINGS, INC.). BEAZER GENERAL SERVICES, a Delaware limited liability companyINC. BEAZER HOMES CORP. BEAZER HOMES HOLDINGS CORP. BEAZER HOMES INDIANA HOLDINGS CORP. BEAZER HOMES SALES, as Subsidiary Guarantor INC. BEAZER HOMES TEXAS HOLDINGS, INC. BEAZER REALTY CORP. BEAZER REALTY, INC. BEAZER REALTY LOS ANGELES, INC. BEAZER REALTY SACREMENTO, INC. BEAZER/XXXXXXX REALTY, INC. HOMEBUILDERS TITLE SERVICES OF VIRGINIA, INC. HOMEBUILDERS TITLE SERVICES, INC. By: /s/ Mxxxxx X. Xxxxx de la Mesa NameBEAZER MORTGAGE CORPORATION By: Mxxxxx X. Xxxxx de la Mesa TitleBEAZER HOMES INDIANA LLP By: President and CEO ALLIANCE TRADINGBEAZER HOMES INVESTMENTS, LLC, its Managing Partner By: BEAZER HOMES CORP., its Sole Member By: XXXXX XXXX VENTURES, LLC BEAZER CLARKSBURG, LLC BEAZER COMMERCIAL HOLDINGS, LLC DOVE BARRINGTON DEVELOPMENT LLC BEAZER HOMES INVESTMENTS, LLC BEAZER HOMES MICHIGAN, LLC ELYSIAN HEIGHTS POTOMIA, LLC By: BEAZER HOMES CORP., its Sole Member By: BEAZER HOMES TEXAS, L.P. TEXAS LONE STAR TITLE, L.P. By: BEAZER HOMES TEXAS HOLDINGS INC., a Delaware corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESSBEAZER REALTY SERVICES, INC., a Nevada corporation, as Subsidiary Guarantor LLC By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLCBEAZER HOMES INVESTMENTS, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONALBEAZER HOMES CORP., INC, a Delaware corporation, as Subsidiary Guarantor its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa NameBEAZER SPE, LLC By: Mxxxxx X. Xxxxx de la Mesa TitleBEAZER HOMES HOLDINGS CORP., its Sole Member By: President and CEO POOL DEVELOPMENT BH BUILDING PRODUCTS, LP By: BH PROCUREMENT SERVICES, LLC, a Delaware limited liability company, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxx X. Xxxxx de la Mesa NameBEAZER HOMES TEXAS, L.P., its Sole Member By: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, BEAZER HOMES TEXAS HOLDINGS INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxx X. Xxxxx de la Mesa NameBH PROCUREMENT SERVICES, LLC By: Mxxxxx X. Xxxxx de la Mesa TitleBEAZER HOMES TEXAS, L.P., its Sole Member By: President and CEO HORIZON DISTRIBUTORSBEAZER HOMES TEXAS HOLDINGS, INC., a Delaware corporation, as Subsidiary Guarantor its General Partner By: /s/ Mxxxxx X. Xxxxx de la Mesa NamePARAGON TITLE, LLC By: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEBEAZER HOMES INVESTMENTS, LLC, a Delaware limited liability company, as Subsidiary Guarantor its Sole Member and Manager By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INCBEAZER HOMES CORP., a Delaware corporation, as Subsidiary Guarantor its Sole Member By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender CLARKSBURG ARORA LLC By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada))BEAZER CLARKSBURG, as Canadian Dollar Lender LLC, it Sole Member By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICABEAZER HOMES CORP., N.A., as a Lender its Sole Member By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONECLARKSBURG SKYLARK, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender LLC By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANKCLARKSBURG ARORA LLC, as a Lender its Sole Member By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANKBEAZER CLARKSBURG, as a Lender LLC, it Sole Member By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATIONBEAZER HOMES CORP., as a Lender its Sole Member By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President[TRUSTEE]

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPHHLP PARKSIDE ASSOCIATES, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEHHLP PARKSIDE MANAGER, LLC, a Delaware limited liability company, as Subsidiary Guarantor its manager By: /s/ Mxxx X. Xxxxxx ____________________________________ Name: Mxxx Xxxxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC.Manager HHLP DC CONVENTION CENTER ASSOCIATES, LLC, a Delaware corporation, as Subsidiary Guarantor limited liability company By: /s/ Mxxx X. Xxxxxx HHLP DC CONVENTION CENTER MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Mxxx Xxxxxx X. Xxxxxx Title: Manager HHLP BULFINCH ASSOCIATES, LLC, a Delaware limited liability company By: HHLP BULFINCH MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager 44 CAMBRIDGE ASSOCIATES, LLC, a Massachusetts limited liability company By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] RISINGSAM HOSPITALITY, LLC, a New York limited liability company By: HERSHA CONDUIT ASSOCIATES, LLC, a New York limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager AFFORDABLE HOSPITALITY ASSOCIATES, L.P., a Pennsylvania limited partnership By: RACE STREET, LLC, a Pennsylvania limited liability company, its general partner By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP XXXXXXXXXXX ASSOCIATES, LLC, a Delaware limited liability company By: HHLP XXXXXXXXXXX MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP COCONUT GROVE ASSOCIATES, LLC, a Delaware limited liability company By: HHLP COCONUT GROVE MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] HHLP BLUE MOON ASSOCIATES, LLC, a Delaware limited liability company By: HHLP BLUE MOON MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP WINTER HAVEN ASSOCIATES, LLC, a Delaware limited liability company By: HHLP WINTER HAVEN MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] XXXX XXXXX XXXXXX ASSOCIATES, LLC, a New York limited liability company By: HHLP XXXXX STREET HOLDING, LLC, a New York limited liability company, its manager By: HHLP XXXXX STREET MANAGING MEMBER, LLC, a New York limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP KEY WEST ONE ASSOCIATES LLC, a Delaware limited liability company By: HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] 44 BROOKLINE HOTEL, LLC, a Delaware limited liability company By: 44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager 44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP MIAMI BEACH ASSOCIATES, LLC, a Delaware limited liability company By: HHLP MIAMI BEACH MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP GEORGETOWN ASSOCIATES, LLC, a Delaware limited liability company By: HERSHA GEORGETOWN MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] XXXX XXXXXXXXXX II ASSOCIATES, LLC, a Delaware limited liability company By: HHLP GEORGETOWN II MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP SUNNYVALE TPS ASSOCIATES, LLC, a Delaware limited liability company By: HHLP SUNNYVALE TPS MANAGER, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager SEAPORT HOSPITALITY LLC, a New York limited liability company By: 000 XXXXX XXXXXX, XXX., a New York corporation, its managing member By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President [Signature pages continueSignatures continue on the next page] AGENTS HHLP San Diego Associates, LLC, a Delaware limited liability company By: HHLP San Diego Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager Metro JFK Associates, LLC, a New York limited liability company By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager 5444 Associates, a Pennsylvania limited partnership By: 00 Xxxxx Xxxxxx, LLC, a Delaware limited liability company, its General Partner By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] HHLP White Plains Associates, LLC, a Delaware limited liability company By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager Brisam Management (DE) LLC, a Delaware limited liability company By: HHLP Brisam 29 Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP Boston Seaport Associates, LLC, a Delaware limited liability company By: HHLP Boston Seaport Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP Xxxxxxx Associates, LLC, a Delaware limited liability company By: HHLP Xxxxxxx Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] Exit 88 Hotel, LLC, a Connecticut limited liability company By: Exit 88 Hotel Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP Seattle Associates, LLC, a Delaware limited liability company By: HHLP Seattle Manager, LLC, a Delaware limited liability company, its manager By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager Chimes of Freedom, LLC, a Delaware limited liability company By: Of Freedom I, LLC, a Delaware limited liability company, its managing member By: HHLP Liberty Associates, LLC, a Delaware limited liability company, its sole member By: ____________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] Acknowledged and Agreed as of the date first above written: CITIBANK, N.A., as Administrative Agent By: ___________________________________ Name: Title: [Signatures continue on following page] 20 XXXXX FARGO BANK, N.A., as Lender By: _______________________________ Name: Title: XXXX XX XXXXXXX, X.X., as Lender By: _______________________________ Name: Title: BBVA USA, as Lender By: _______________________________ Name: Title: TD BANK, N.A., as Lender By: _______________________________ Name: Title: BMO XXXXXX BANK N.A., as Lender By: _______________________________ Name: Title: FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as Lender By: _______________________________ Name: Title: MANUFACTURERS AND LENDERSTRADERS TRUST COMPANY, as Lender By: WACHOVIA _______________________________ Name: Title: THE PROVIDENT BANK, as Lender By: _______________________________ Name: Title: PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx _______________________________ Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx _______________________________ Name: Gxxx Xxxxxxxx Title: Vice PresidentXXXX XXXX XX XXXXXX, XX BRANCH, as Lender By: _______________________________ Name: Title: THE HUNTINGTON NATIONAL BANK, as Lender By: _______________________________ Name: Title: Annex A AMENDED TERM LOAN AGREEMENT [See attached.] Annex A -1 Annex B RESERVED Annex B-1 Annex C FORM OF PLEDGE AGREEMENT [See attached.] Annex C-1 Annex D FORM OF SECURITY AGREEMENT [See attached.] Annex D-1 Annex E FORM OF INTERCREDITOR AGREEMENT [See attached.] Annex E-1 Exhibit G EXHIBIT G TO AMENDED TERM LOAN AGREEMENT (Form of Security Agreement) [See attached.] Exh. G -1 Exhibit H EXHIBIT H TO AMENDED TERM LOAN AGREEMENT (Form of Mortgage) [See attached.] Exh. H-1 SCHEDULE I INITIAL GRANTORS [See attached.] Asset Name Asset Location Initial Grantors The Boxer Boston, MA HHLP Bulfinch Associates, LLC HHLP Bulfinch Lessee, LLC Courtyard Brookline Brookline, MA 44 Brookline Hotel, LLC 44 Brookline Management, LLC NU Hotel Brooklyn, NY HHLP Xxxxx Street Associates, LLC 00 Xxxxx Xxxxxx Lessee, LLC Holiday Inn Express Cambridge Cambridge, MA 44 Cambridge Associates, LLC HHLP Cambridge Lessee, LLC Residence Inn Coconut Grove Coconut Grove, FL HHLP Coconut Grove Associates, LLC HHLP Coconut Grove Lessee, LLC Gate JFK Airport Hotel Jamaica, NY Risingsam Hospitality LLC HHLP Conduit Lessee, LLC Parrot Key Resort Key West, FL HHLP Key West One Associates, LLC HHLP Key West One Lessee, LLC Winter Haven Hotel Miami Beach, FL HHLP Winter Haven Associates, LLC HHLP Winter Haven Lessee, LLC Blue Moon Hotel Miami Beach, FL HHLP Blue Moon Associates, LLC HHLP Blue Moon Lessee, LLC Hampton Inn Philadelphia Philadelphia, PA Affordable Hospitality Associates, L.P. Philly One TRS, LLC The Xxxxxxxxxxx Philadelphia, PA HHLP Rittenhouse Associates, LLC HHLP Xxxxxxxxxxx Lessee, LLC Courtyard San Diego San Diego, CA HHLP San Diego Associates, LLC HHLP San Diego Lessee, LLC Hampton Inn Washington DC Washington, DC HHLP DC Convention Center Associates, LLC HHLP DC Convention Center Lessee, LLC Sheraton Wilmington South Wilmington, DE HHLP Parkside Associates, LLC HHLP Parkside Lessee, LLC Cadillac Hotel and Beach Club Miami Beach Miami, FL HHLP Miami Beach Associates, LLC HHLP Miami Beach Lessee, LLC Ritz Carlton Georgetown Washington, DC HHLP Georgetown Associates, LLC HHLP Georgetown Lessee, LLC Xxxxxx Xxxxxx Xxx X Xxxxxx Xxxxxxxxxx, XX HHLP Georgetown II Associates, LLC HHLP Georgetown II Lessee, LLC TownePlace Suites Sunnyvale Sunnyvale, CA HHLP Sunnyvale TPS Associates, LLC HHLP Sunnyvale TPS Lessee, LLC Xxxxxxx Xxx Xxxxxxxxx-Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxx Xxxx, XX Seaport Hospitality, LLC Seaport TRS, LLC Hilton Garden Inn JFK Jamaica, NY Metro JFK Associates, LLC 44 Metro, LLC Xxxxx Street Hotel New York, NY 5444 Associates 00 Xxxxx Xxxxxx Lessee, LLC Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx, XX HHLP White Plains Associates, LLC 44 White Plains, LLC Xxxxxxx Xxx Xxxxxxx 00xx Xxxxxx Xxx Xxxx, XX Brisam Management (DE), LLC Metro 29th Sublessee, LLC Envoy Hotel Boston, MA HHLP Boston Seaport Associates, LLC HHLP Boston Seaport Lessee, LLC Xxxxxxx Hotel Santa Monica, CA HHLP Xxxxxxx Associates, LLC HHLP Xxxxxxx Lessee, LLC Mystic Xxxxxxxx Xxxxxx, XX Xxxx 00 Hotel, LLC HT – Exit 88 Hotel TRS, LLC Pan Pacific Hotel Seattle, WA HHLP Seattle Associates, LLC HHLP Seattle Lessee, LLC Westin Philadelphia Philadelphia, PA Chimes of Freedom, LLC HHLP Liberty Lessee, LLC Sched. I-1 SCHEDULE II INITIAL MORTGAGED PROPERTIES Property Metropolitan Area The Boxer Boston, MA Courtyard Brookline Brookline, MA NU Hotel Brooklyn, NY Holiday Inn Express Cambridge Cambridge, MA Residence Inn Coconut Grove Coconut Grove, FL Parrot Key Resort Key West, FL Winter Haven Hotel Miami Beach, FL Blue Moon Hotel Miami Beach, FL Hampton Inn Philadelphia Philadelphia, PA The Xxxxxxxxxxx Philadelphia, PA Courtyard San Diego San Diego, CA Sheraton Wilmington South Wilmington, DE Cadillac Hotel and Beach Club Miami Beach Miami, FL TownePlace Suites Sunnyvale Sunnyvale, CA Xxxxxxx Xxx Xxxxxxxxx-Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxx Xxxx, XX Hilton Garden Inn XXX Xxxxxxx, XX Xxxxx Xxxxxx Hotel New York, NY Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx, XX Holiday Inn Express 00xx Xxxxxx Xxx Xxxx, XX Envoy Hotel Boston, MA Xxxxxxx Hotel Santa Monica, CA Mystic Marriott Groton, CT Pan Pacific Hotel Seattle, WA The Westin Philadelphia Philadelphia, PA Sched. II -1 SCHEDULE III EXISTING CAPITAL PROJECTS

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPAll Stor Indian Trail, INC.)LLC, American Mini Storage-San Antonio, LLC, Eagle Bow Wakefield, LLC, Great American Storage Partners, LLC, NSA-C Holdings, LLC, NSA-G Holdings, LLC, NSA Northwest Holdings II, LLC, NSA – Optivest Acquisition Holdings, LLC, NSA Property Holdings, LLC, NSA Storage Solutions, LLC, SecurCare Colorado III, LLC, SecurCare Moveit McAllen, LLC, SecurCare Oklahoma I, LLC, SecurCare Oklahoma II, LLC, SecurCare Properties I, LLC, SecurCare Properties II, LLC, SecurCare Portfolio Holdings, LLC, StoreMore Self Storage – Pecos Road, LLC, each, a Delaware limited liability company, as Subsidiary Guarantor company By: /s/ Mxxxxx X. Xxxxx de la Mesa Xxxxxx Xxxxxxx Name: Mxxxxx X. Xxxxx de la Mesa Xxxxxx Xxxxxxx Title: President and CEO ALLIANCE TRADINGAuthorized Signatory Bullhead Freedom Storage, INC.L.L.C, a Delaware corporation, as Subsidiary Guarantor an Arizona limited liability company By: /s/ Mxxxxxx Xxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxx Xxxxxxx Title: President and Secretary CYPRESSAuthorized Signatory GAK, INC.LLC, Washington Murrieta II, LLC, Washington Murrieta IV, LLC, each a Nevada corporation, as Subsidiary Guarantor California limited liability company By: /s/ Mxxxxxx Xxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxx Xxxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEAuthorized Signatory WCAL, LLC, a Delaware Texas limited liability company, as Subsidiary Guarantor company By: /s/ Mxxx X. Xxxxxx Xxxxxxx Name: Mxxx X. Xxxxxx Xxxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor ByAuthorized Signatory ADMINISTRATIVE AGENT: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, KEYBANK NATIONAL ASSOCIATION, as Administrative AgentAgent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as issuer of Letters of Credit By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Xxxxxxx X. Xxxxx Name: Gxxx Xxxxxxxx Xxxxxxx X. Xxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender ByLENDERS: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A.KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxx X. Xxxxxx Xxxxx Name: Gxxx Xxxxxxx X. Xxxxxx Xxxxx Title: Senior Vice President CAPITAL ONEPNC BANK, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK)ASSOCIATION, as a Lender By: /s/ Kxxxxxxxx Xxx Xxxxx X. Xxxxxxx Name: Kxxxxxxxx Xxx Xxxxx X. Xxxxxxx Title: Senior Vice SeniorVice President [Signature pages continue] COMERICA XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Cxxxxxxxx Xxxxx X. Xxxxx Stacker Name: Cxxxxxxxx Xxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Stacker Title: Senior Vice President WXXXX FARGO U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Xxxxxxxx Title: Vice PresidentPresident THE HUNTINGTON NATIONAL BANK, a National Banking Association, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President BMO XXXXXX BANK N.A., as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director REGIONS BANK, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President SUNTRUST BANK, as a Lender By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Vice President CITIBANK, N.A., as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President XXXXXX XXXXXXX SENIOR FUNDING, INC., as a Lender By: /s/ Emanuel Ma Name: Emanuel Ma Title: Vice President CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director XXXXXX XXXXXXX BANK, N.A., as a Lender By: /s/ Emanuel Ma Name: Emanuel Ma Title: Authorized Signatory ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Vice President ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH, as a Lender By: /s/ Ming-Xxx Xxxx Name: Ming-Xxx Xxxx

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPHHLP PARKSIDE ASSOCIATES, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEHHLP PARKSIDE MANAGER, LLC, a Delaware limited liability company, as Subsidiary Guarantor its manager By: /s/ Mxxx X. Xxxxxx ____________________________ Name: Mxxx Xxxxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC.Manager HHLP DC CONVENTION CENTER ASSOCIATES, LLC, a Delaware corporation, as Subsidiary Guarantor limited liability company By: /s/ Mxxx X. Xxxxxx HHLP DC CONVENTION CENTER MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Mxxx Xxxxxx X. Xxxxxx Title: President Manager HHLP BULFINCH ASSOCIATES, LLC, a Delaware limited liability company By: HHLP BULFINCH MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager 44 CAMBRIDGE ASSOCIATES, LLC, a Massachusetts limited liability company By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signature pages continueSignatures continue on the next page] AGENTS 44 FRAMINGHAM ASSOCIATES, LLC, a Massachusetts limited liability company By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP XXXXXXX ASSOCIATES, LLC, a Massachusetts limited liability company By: 44 XXXXXXX MANAGING MEMBER, LLC, a Massachusetts limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager RISINGSAM HOSPITALITY, LLC, a New York limited liability company By: HERSHA CONDUIT ASSOCIATES, LLC, a New York limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP DUO TWO ASSOCIATES, LLC, a New York limited liability company By: HHLP DUO TWO MANAGER, LLC, a Delaware limited liability company, its managing member By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] HHLP DUO ONE ASSOCIATES, LLC, a New York limited liability company By: HHLP DUO ONE MANAGER, LLC, a Delaware limited liability company, its managing member By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP WATER STREET ASSOCIATES, LLC, a Delaware limited liability company By: HHLP WATER STREET MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager MAIDEN HOTEL LLC, a New York limited liability company By: HHLP WALL STREET MANAGER, LLC, a Delaware limited liability company, its managing member By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager AFFORDABLE HOSPITALITY ASSOCIATES, L.P., a Pennsylvania limited partnership By: RACE STREET, LLC, a Pennsylvania limited liability company, its general partner By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] HHLP XXXXXXXXXXX ASSOCIATES, LLC, a Delaware limited liability company By: HHLP XXXXXXXXXXX MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP VALLEY FORGE ASSOCIATES, a Pennsylvania limited partnership By: HERSHA HOSPITALITY, LLC, a Virginia limited liability company, its general partner By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP DUO THREE ASSOCIATES, LLC, a Delaware limited liability company By: HHLP DUO THREE MANAGER, LLC, a Delaware limited liability company, its managing member By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP SAN DIEGO ASSOCIATES, LLC, a Delaware limited liability company By: HHLP SAN DIEGO MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] HHLP COCONUT GROVE ASSOCIATES, LLC, a Delaware limited liability company By: HHLP COCONUT GROVE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP BLUE MOON ASSOCIATES, LLC, a Delaware limited liability company By: HHLP BLUE MOON MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP WINTER HAVEN ASSOCIATES, LLC, a Delaware limited liability company By: HHLP WINTER HAVEN MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP PEARL STREET ASSOCIATES, LLC, a New York limited liability company By: HHLP PEARL STREET MANAGING MEMBER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] XXXX XXXXX XXXXXX ASSOCIATES, LLC, a New York limited liability company By: HHLP XXXXX STREET HOLDING, LLC, a New York limited liability company, its manager By: HHLP XXXXX STREET MANAGING MEMBER, LLC, a New York limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP KEY WEST ONE ASSOCIATES LLC, a Delaware limited liability company By: HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager BRENTWOOD GREENBELT, LLC, a Virginia limited liability company By: HERSHA HOSPITALITY GREENBELT, LLC, a Virginia limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] HERSHA HOSPITALITY GREENBELT, LLC, a Virginia limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager 44 BROOKLINE HOTEL, LLC, a Delaware limited liability company By: 44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager 44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP MIAMI BEACH ASSOCIATES, LLC, a Delaware limited liability company By: HHLP MIAMI BEACH MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] Acknowledged and Agreed as of the date first above written: CITIBANK, N.A., as Administrative Agent By____________________________________ Name: Title: [Signatures continue on the next page] [______________________], as a Lender By____________________________________ Name: Title: Annex A EXECUTION COPYCONFORMED COPY REFLECTING AMENDMENT NO 1, DATED AS OF AUGUST 10, 2015 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 28, 2014 As amended by AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 10, 2015 among HERSHA HOSPITALITY LIMITED PARTNERSHIP, as Borrower, HERSHA HOSPITALITY TRUST, as Parent Guarantor, THE GUARANTORS NAMED HEREIN, as Guarantors, THE INITIAL LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATIONINITIAL ISSUING BANK AND SWING LINE BANK NAMED HEREIN, as Initial Lenders, Initial Issuing Bank and Swing Line Bank, CITIBANK, N.A., as Administrative Agent, Swingline LenderXXXXX FARGO BANK, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada))NATIONAL ASSOCIATIONN.A., as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICASyndication Agent, N.A.and CITIGROUP GLOBAL MARKETS INC. and XXXXX FARGO SECURITIES, LLC, as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice PresidentJoint Lead Arrangers and Joint Book Running Managers T A B L E O F C O N T E N T S Section Page

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPLIFEHOUSE PRESTIGE WAY OPERATIONS, INC.)LLC; LIFEHOUSE CLARE OPERATIONS, LLC; LIFEHOUSE GRAND BLANC OPERATIONS; LLC; LIFEHOUSE - GOLDEN ACRES OPERATIONS, LLC; and LIFEHOUSE MT. PLEASANT OPERATIONS, LLC, each a Delaware Michigan limited liability company, as Subsidiary Guarantor company By: /s/ Mxxxxx X. Xxxxx de la Mesa Mxxxxxx Xxxxxxxx Name: Mxxxxx X. Xxxxx de la Mesa Mxxxxxx Xxxxxxxx Title: President and CEO ALLIANCE TRADINGAuthorized Signatory LEISURE LIVING MANAGEMENT OF GRAND RAPIDS, INC., a Delaware corporation, as Subsidiary Guarantor Michigan corporation By: /s/ Mxxxxxx Xxxxxx Kxxxx X. Xxxxx Name: Mxxxxxx Xxxxxx Kxxxx X. Xxxxx Title: Vice President and Secretary CYPRESSLEISURE LIVING MANAGEMENT OF LANSING, INC., a Nevada corporation, as Subsidiary Guarantor Michigan corporation By: /s/ Mxxxxxx Xxxxxx Kxxxx X. Xxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx Kxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGESecond Amendment to First Amended and Restated Senior Secured Credit Agreement AGENT AND LENDERS: KEYBANK NATIONAL ASSOCIATION, LLC, individually as a Delaware limited liability company, Lender and as Subsidiary Guarantor the Agent By: /s/ Mxxx X. Xxxxxx Xxxxxxx Name: Mxxx X. Xxxxxx Xxxxxxx Title: Vice President POOLCORP FINANCIAL INC., a Delaware corporationBMO HXXXXX BANK N.A., as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICACITIZENS BANK, N.A., as a Lender By: /s/ Gxxx Nxx X. Xxxxxxxx Name: Nxx X. Xxxxxxxx Title: Vice President BBVA USA, an Alabama banking corporation, f/k/a Compass Bank, as a Lender By: /s/ Sxxxx Xxxxxx Name: Gxxx X. Sxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK)ASSOCIATION, as a Lender By: /s/ Kxxxxxxxx Xxx Dxxxx Xxxxx Name: Kxxxxxxxx Xxx Dxxxx Xxxxx Title: Authorized Signatory Second Amendment to First Amended and Restated Senior Vice President [Signature pages continue] Secured Credit Agreement COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Cxxxxxx Xxxxxxx Name: Cxxxxxxxx X. Xxxxx Cxxxxxx Xxxxxxx Title: Vice President REGIONS SYNOVUS BANK, as a Lender By: /s/ Jxxxx X. Zxxxxxx Xxxxx Name: Jxxxx X. Zxxxxxx Xxxxx Title: Senior Vice President WXXXX FARGO Relationship Manager FIRST HORIZON BANK, SUCCESSOR BY CONVERSION TO FIRST HORIZON BANK, A DIVISION OF FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Cxxxxxxxx Xxxxxxxxx Name: Gxxx Xxxxxxxx Cxxxxxxxx Xxxxxxxxx Title: Vice PresidentPresident SOCIÉTÉ GÉNÉRALE, as a Lender By: /s/ Jxxx Xxxxx Name: Jxxx Xxxxx Title: Director Second Amendment to First Amended and Restated Senior Secured Credit Agreement

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPEACH GUARANTOR WHICH IS A SUBSIDIARY AS LISTED ON SCHEDULE 1 By: Kite Realty Group, INC.)L.P., a Delaware limited liability company, as Subsidiary the sole member of each such Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADINGKite Realty Group Trust, INC., a Delaware corporation, as Subsidiary Guarantor its sole general partner By: /s/ Mxxxxxx Xxxxxx X. Xxxx Name: Mxxxxxx Xxxxxx X. Xxxx Title: Executive Vice President and Secretary CYPRESSChief Financial Officer KRG COURTHOUSE SHADOWS, INC.LLC By: KRG Courthouse Shadows I, a Nevada corporationLLC, as Subsidiary Guarantor its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxxx Xxxxxx X. Xxxx Name: Mxxxxxx Xxxxxx X. Xxxx Title: Executive Vice President and Secretary SUPERIOR POOL PRODUCTS Chief Financial Officer CORNER ASSOCIATES, LP By: KRG Corner Associates, LLC, a Delaware limited liability companyits sole general partner By: Kite Realty Group, as Subsidiary Guarantor L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO SCP ACQUISITION CO. LLCChief Financial Officer KITE REALTY EDDY STREET LAND, a Delaware limited liability company, as Subsidiary Guarantor LLC By: SCP Distributors Kite Realty Holding, LLC, its Sole Member sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO SCP INTERNATIONALChief Financial Officer KITE REALTY NEW HILL PLACE, INCLLC KITE REALTY PEAKWAY AT 55, a Delaware corporationLLC By: Kite Realty Development, as Subsidiary Guarantor LLC, their sole member By: Kite Realty Holding, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO POOL DEVELOPMENT Chief Financial Officer KRG CEDAR HILL VILLAGE, LP KRG PIPELINE POINTE, LP KRG SUNLAND II, LP By: KRG Texas, LLC, a Delaware limited liability companytheir sole general partner By: KRG Capital, as Subsidiary Guarantor LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO SPLASH HOLDINGSChief Financial Officer KRG MARKET STREET VILLAGE, INC. (successor by merger to SPLASH HOLDINGSLP By: KRG Market Street Village I, INC. (formerly known as FORT WXXXX POOLSLLC, INC.)its sole general partner By: Kite Realty Group, an Indiana corporation)L.P., a Delaware corporationits sole member By: Kite Realty Group Trust, as Subsidiary Guarantor its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President and CEO HORIZON DISTRIBUTORSChief Financial Officer KRG SAN ANTONIO, INC.LP By: Kite San Antonio, a Delaware corporationLLC, as Subsidiary Guarantor its sole general partner By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Name: Mxxxxx Xxxxxx X. Xxxxx de la Mesa Xxxx Title: Executive Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEand Chief Financial Officer KRG EAGLE CREEK III, LLC KRG PANOLA II, LLC By: KRG Capital, LLC, a Delaware limited liability companytheir sole member By: Kite Realty Group, as Subsidiary Guarantor L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Mxxx Xxxxxx X. Xxxxxx Xxxx Name: Mxxx Xxxxxx X. Xxxxxx Xxxx Title: Executive Vice President POOLCORP FINANCIAL INC.and Chief Financial Officer KRG CEDAR HILL PLAZA, a Delaware corporationLP By: KRG CHP Management, as Subsidiary Guarantor LLC, its sole general partner By: /s/ Mxxx Xxxxxx X. Xxxxxx Xxxx Name: Mxxx Xxxxxx X. Xxxxxx Xxxx Title: Executive Vice President [Signature pages continue] AGENTS AND LENDERSand Chief Financial Officer KRG CREC/KS PEMBROKE PINES, LLC By: WACHOVIA BANKKRG Pembroke Pines, NATIONAL ASSOCIATIONLLC, as Administrative Agentits sole member By: Kite Realty Group, Swingline LenderL.P., Issuing Lender and a Lender its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Gxxx Xxxxxxxx Xxxxxx X. Xxxx Name: Gxxx Xxxxxxxx Xxxxxx X. Xxxx Title: Executive Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress and Chief Financial Corporation (Canada))Officer KRG PLAZA GREEN, as Canadian Dollar Lender LLC By: Kite XxXxxxx State, LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Rxxxxxx Xxxxxxxxxx Xxxxxx X. Xxxx Name: Rxxxxxx Xxxxxxxxxx Xxxxxx X. Xxxx Title: Executive Vice President BANK OF AMERICAand Chief Financial Officer By: Preston Commons, N.A.LLP, as a Lender its member By: Kite Realty Group, L.P., its managing partner By: Kite Realty Group Trust, its sole general partner By: /s/ Gxxx Xxxxxx X. Xxxxxx Xxxx Name: Gxxx Xxxxxx X. Xxxxxx Xxxx Title: Senior Executive Vice President CAPITAL ONEand Chief Financial Officer KRG XXXXXXXX GREENVILLE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK)LLC By: Kite XxXxxxx State, as a Lender LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Kxxxxxxxx Xxx Xxxxxx X. .Sink Name: Kxxxxxxxx Xxx Xxxxxx X. Xxxx Title: Senior Executive Vice President [Signature pages continue] COMERICA BANKand Chief Financial Officer By: Kite Pen, as a Lender LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Cxxxxxxxx Xxxxxx X. Xxxxx Xxxx Name: Cxxxxxxxx Xxxxxx X. Xxxxx Xxxx Title: Executive Vice President REGIONS BANKand Chief Financial Officer KRG COOL SPRINGS, as a Lender LLC By: KRG CREC/KS Pembroke Pines, LLC, its sole member By: KRG Pembroke Pines, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Jxxxx Xxxxxx X. Xxxxx Xxxx Name: Jxxxx Xxxxxx X. Xxxxx Xxxx Title: Senior Executive Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice Presidentand Chief Financial Officer

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUPHHLP PARKSIDE ASSOCIATES, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor company By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEHHLP PARKSIDE MANAGER, LLC, a Delaware limited liability company, as Subsidiary Guarantor its manager By: /s/ Mxxx X. Xxxxxx ____________________________ Name: Mxxx Xxxxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC.Manager HHLP DC CONVENTION CENTER ASSOCIATES, LLC, a Delaware corporation, as Subsidiary Guarantor limited liability company By: /s/ Mxxx X. Xxxxxx HHLP DC CONVENTION CENTER MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Mxxx Xxxxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANKManager HHLP BULFINCH ASSOCIATES, NATIONAL ASSOCIATIONLLC, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender Delaware limited liability company By: /s/ Gxxx Xxxxxxxx HHLP BULFINCH MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Gxxx Xxxxxxxx Xxxxxx X. Xxxxxx Title: Manager 44 CAMBRIDGE ASSOCIATES, LLC, a Massachusetts limited liability company By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] RISINGSAM HOSPITALITY, LLC, a New York limited liability company By: HERSHA CONDUIT ASSOCIATES, LLC, a New York limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager AFFORDABLE HOSPITALITY ASSOCIATES, L.P., a Pennsylvania limited partnership By: RACE STREET, LLC, a Pennsylvania limited liability company, its general partner By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP XXXXXXXXXXX ASSOCIATES, LLC, a Delaware limited liability company By: HHLP XXXXXXXXXXX MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP COCONUT GROVE ASSOCIATES, LLC, a Delaware limited liability company By: HHLP COCONUT GROVE MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] HHLP BLUE MOON ASSOCIATES, LLC, a Delaware limited liability company By: HHLP BLUE MOON MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP WINTER HAVEN ASSOCIATES, LLC, a Delaware limited liability company By: HHLP WINTER HAVEN MANAGER, LLC, a Delaware limited liability company, its manager By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] XXXX XXXXX XXXXXX ASSOCIATES, LLC, a New York limited liability company By: HHLP XXXXX STREET HOLDING, LLC, a New York limited liability company, its manager By: HHLP XXXXX STREET MANAGING MEMBER, LLC, a New York limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP KEY WEST ONE ASSOCIATES LLC, a Delaware limited liability company By: HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP KEY WEST ONE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] 44 BROOKLINE HOTEL, LLC, a Delaware limited liability company By: 44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager 44 BROOKLINE MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP MIAMI BEACH ASSOCIATES, LLC, a Delaware limited liability company By: HHLP MIAMI BEACH MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP GEORGETOWN ASSOCIATES, LLC, a Delaware limited liability company By: HERSHA GEORGETOWN MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] XXXX XXXXXXXXXX II ASSOCIATES, LLC, a Delaware limited liability company By: HHLP GEORGETOWN II MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP SUNNYVALE TPS ASSOCIATES, LLC, a Delaware limited liability company By: HHLP SUNNYVALE TPS MANAGER, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager SEAPORT HOSPITALITY LLC, a New York limited liability company By: 000 XXXXX XXXXXX, XXX., a New York corporation, its managing member By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION [Signatures continue on the next page] HHLP San Diego Associates, LLC, a Delaware limited liability company By: HHLP San Diego Manager, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager Metro JFK Associates, LLC, a New York limited liability company By: Name: Xxxxxx X. Xxxxxx Title: Manager 5444 Associates, a Pennsylvania limited partnership By: 00 Xxxxx Xxxxxx, LLC, a Delaware limited liability company, its General Partner By: Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] HHLP White Plains Associates, LLC, a Delaware limited liability company By: Name: Xxxxxx X. Xxxxxx Title: Manager Brisam Management (CANADADE) (formerly known as Congress Financial Corporation (Canada))LLC, a Delaware limited liability company By: HHLP Brisam 29 Manager, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP Boston Seaport Associates, LLC, a Delaware limited liability company By: HHLP Boston Seaport Manager, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] HHLP Xxxxxxx Associates, LLC, a Delaware limited liability company By: HHLP Xxxxxxx Manager, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager Exit 88 Hotel, LLC, a Connecticut limited liability company By: Exit 88 Hotel Manager, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager HHLP Seattle Associates, LLC, a Delaware limited liability company By: HHLP Seattle Manager, LLC, a Delaware limited liability company, its manager By: ________________________________ Name: Xxxxxx X. Xxxxxx Title: Manager Chimes of Freedom, LLC, a Delaware limited liability company By: Of Freedom I, LLC, a Delaware limited liability company, its managing member By: HHLP Liberty Associates, LLC, a Delaware limited liability company, its sole member By____________________________ Name: Xxxxxx X. Xxxxxx Title: Manager [Signatures continue on the next page] ADMINISTRATIVE AGENT AND INITIAL LENDER: CITIBANK, N.A., By Name: Title: [Signatures continue on the next page] XXXXX FARGO BANK, N.A., as Canadian Dollar Initial Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Initial Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK)BBVA USA, as a Initial Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BMO XXXXXX BANK N.A., as Initial Lender By: Name: Title: FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as Initial Lender By: Name: Title: 24 XXXXXXX SACHS BANK USA, as Initial Lender By: Name: Title: MANUFACTURERS AND TRADERS TRUST COMPANY, as Initial Lender By: Name: Title: XXXXXXX XXXXX BANK, N.A., as Initial Lender By: Name: Title: TD BANK, N.A., as Initial Lender By: Name: Title: FIRST COMMERCIAL BANK, LTD., NEW YORK BRANCH, as Initial Lender By: Name: Title: WILMINGTON SAVINGS FUND SOCIETY, FSB, as Initial Lender By: Name: Title: THE PROVIDENT BANK, as a Initial Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS 31 THE HUNTINGTON NATIONAL BANK, as a Initial Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION: Annex A AMENDED TERM LOAN AGREEMENT [See attached.] Annex A -1 Annex B RESERVED Annex B-1 Annex C FORM OF PLEDGE AGREEMENT [See attached.] Annex C-1 Annex D FORM OF SECURITY AGREEMENT [See attached.] Annex D-1 Annex E FORM OF INTERCREDITOR AGREEMENT [See attached.] Annex E-1 Exhibit G EXHIBIT G TO AMENDED TERM LOAN AGREEMENT (Form of Security Agreement) [See attached.] Exh. G -1 Exhibit H EXHIBIT H TO AMENDED TERM LOAN AGREEMENT (Form of Mortgage) [See attached.] Exh. H-1 SCHEDULE I INITIAL GRANTORS [See attached.] Asset Name Asset Location Initial Grantors The Boxer Boston, as a Lender By: /s/ Gxxx MA HHLP Bulfinch Associates, LLC HHLP Bulfinch Lessee, LLC Courtyard Brookline Brookline, MA 44 Brookline Hotel, LLC 44 Brookline Management, LLC NU Hotel Brooklyn, NY HHLP Xxxxx Street Associates, LLC 00 Xxxxx Xxxxxx Lessee, LLC Holiday Inn Express Cambridge Cambridge, MA 44 Cambridge Associates, LLC HHLP Cambridge Lessee, LLC Residence Inn Coconut Grove Coconut Grove, FL HHLP Coconut Grove Associates, LLC HHLP Coconut Grove Lessee, LLC Gate JFK Airport Hotel Jamaica, NY Risingsam Hospitality LLC HHLP Conduit Lessee, LLC Parrot Key Resort Key West, FL HHLP Key West One Associates, LLC HHLP Key West One Lessee, LLC Winter Haven Hotel Miami Beach, FL HHLP Winter Haven Associates, LLC HHLP Winter Haven Lessee, LLC Blue Moon Hotel Miami Beach, FL HHLP Blue Moon Associates, LLC HHLP Blue Moon Lessee, LLC Hampton Inn Philadelphia Philadelphia, PA Affordable Hospitality Associates, L.P. Philly One TRS, LLC The Xxxxxxxxxxx Philadelphia, PA HHLP Rittenhouse Associates, LLC HHLP Xxxxxxxxxxx Lessee, LLC Courtyard San Diego San Diego, CA HHLP San Diego Associates, LLC HHLP San Diego Lessee, LLC Hampton Inn Washington DC Washington, DC HHLP DC Convention Center Associates, LLC HHLP DC Convention Center Lessee, LLC Sheraton Wilmington South Wilmington, DE HHLP Parkside Associates, LLC HHLP Parkside Lessee, LLC Cadillac Hotel and Beach Club Miami Beach Miami, FL HHLP Miami Beach Associates, LLC HHLP Miami Beach Lessee, LLC Ritz Carlton Georgetown Washington, DC HHLP Georgetown Associates, LLC HHLP Georgetown Lessee, LLC Xxxxxx Xxxxxx Xxx X Xxxxxx Xxxxxxxxxx, XX HHLP Georgetown II Associates, LLC HHLP Georgetown II Lessee, LLC TownePlace Suites Sunnyvale Sunnyvale, CA HHLP Sunnyvale TPS Associates, LLC HHLP Sunnyvale TPS Lessee, LLC Xxxxxxx Xxx Xxxxxxxxx-Xxxxxxx Xxxxxxxxx Xxxxxxxx Name: Gxxx Xxx Xxxx, XX Seaport Hospitality, LLC Seaport TRS, LLC Hilton Garden Inn JFK Jamaica, NY Metro JFK Associates, LLC 44 Metro, LLC Xxxxx Street Hotel New York, NY 5444 Associates 00 Xxxxx Xxxxxx Lessee, LLC Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx, XX HHLP White Plains Associates, LLC 44 White Plains, LLC Xxxxxxx Xxx Xxxxxxx 00xx Xxxxxx Xxx Xxxx, XX Brisam Management (DE), LLC Metro 29th Sublessee, LLC Envoy Hotel Boston, MA HHLP Boston Seaport Associates, LLC HHLP Boston Seaport Lessee, LLC Xxxxxxx Hotel Santa Monica, CA HHLP Xxxxxxx Associates, LLC HHLP Xxxxxxx Lessee, LLC Mystic Xxxxxxxx Title: Vice PresidentXxxxxx, XX Xxxx 00 Hotel, LLC HT – Exit 88 Hotel TRS, LLC Pan Pacific Hotel Seattle, WA HHLP Seattle Associates, LLC HHLP Seattle Lessee, LLC Westin Philadelphia Philadelphia, PA Chimes of Freedom, LLC HHLP Liberty Lessee, LLC Sched. I-1 SCHEDULE II INITIAL MORTGAGED PROPERTIES Property Metropolitan Area The Boxer Boston, MA Courtyard Brookline Brookline, MA NU Hotel Brooklyn, NY Holiday Inn Express Cambridge Cambridge, MA Residence Inn Coconut Grove Coconut Grove, FL Parrot Key Resort Key West, FL Winter Haven Hotel Miami Beach, FL Blue Moon Hotel Miami Beach, FL Hampton Inn Philadelphia Philadelphia, PA The Xxxxxxxxxxx Philadelphia, PA Courtyard San Diego San Diego, CA Sheraton Wilmington South Wilmington, DE Cadillac Hotel and Beach Club Miami Beach Miami, FL TownePlace Suites Sunnyvale Sunnyvale, CA Xxxxxxx Xxx Xxxxxxxxx-Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxx Xxxx, XX Hilton Garden Inn XXX Xxxxxxx, XX Xxxxx Xxxxxx Hotel New York, NY Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx, XX Holiday Inn Express 00xx Xxxxxx Xxx Xxxx, XX Envoy Hotel Boston, MA Xxxxxxx Hotel Santa Monica, CA Mystic Marriott Groton, CT Pan Pacific Hotel Seattle, WA The Westin Philadelphia Philadelphia, PA Sched. II -1 SCHEDULE III EXISTING CAPITAL PROJECTS

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.)BEHRINGER HARVARD EL CAMINO REAL LP, a Delaware limited liability company, as Subsidiary Guarantor partnership By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEBehringer Harvard El Camino Real GP, LLC, a Delaware limited liability company, as Subsidiary Guarantor general partner By: /s/ Mxxx Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer 10/120 SOUTH RIVERSIDE FEE LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer 10/120 SOUTH RIVERSIDE PROPERTY LLC, a Delaware limited liability company By: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer BEHRINGER HARVARD CENTREPORT OFFICE LP, a Texas limited partnership By: Behringer Harvard Centreport Office GP, LLC, a Delaware limited liability company, general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer BEHRINGER HARVARD WAYSIDE, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer ARCH 1650 PARTNERS, L.P., a Delaware limited partnership By: IPC Philadelphia Management LLC, a Delaware limited liability company, general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer IPC FLORIDA III, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer BEHRINGER HARVARD WOODCREST IV, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer WOODCREST ROAD ASSOCIATES II, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer BEHRINGER HARVARD XXXXXXXX LAND LP, a Texas limited partnership By: Behringer Harvard Xxxxxxxx Land GP, LLC, a Texas limited liability company, general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating and Financial Officer Xxxxxx joins in the execution of this Guaranty for the sole and limited purpose of evidencing its agreement to waiver of the right to trial by jury contained in Paragraph 15 hereof and Section 25 of the Credit Agreement. KEYBANK NATIONAL ASSOCIATION, as Agent By: /s/ Xxxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx Xxxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President

Subsidiary Guarantors. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGEFP REDLAND GP, LLC, a Delaware limited liability companycompany FP REDLAND, LLC, a Delaware limited liability company FP AIRPARK AB, LLC, a Virginia limited liability company FP 000 XXXXXXXXXXXX XXXXXXX, LLC, a Virginia limited liability company FP CANDLEWOOD, LLC, a Maryland limited liability company FP CHESTERFIELD ABEF, LLC, a Virginia limited liability company FP CHESTERFIELD CDGH, LLC, a Virginia limited liability company FP CLOVERLEAF, LLC, a Maryland limited liability company FP HANOVER C, LLC, a Virginia limited liability company FP HANOVER D, LLC, a Virginia limited liability company FP PROSPERITY, LLC, a Virginia limited liability company AQUIA ONE, LLC, a Delaware limited liability company FP GATEWAY CENTER, LLC, a Maryland limited liability company XXXXX XXXX BUSINESS CENTER, L.L.C., a Maryland limited liability company INTERSTATE PLAZA OPERATING LLC, a Delaware limited liability company FP PROPERTIES II, LLC, a Maryland limited liability company By: First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as Subsidiary Guarantor sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities By: First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner By: /s/ Mxxx X. Xxxxxx Xxxxxxx Xxxxxxxxx Name: Mxxx X. Xxxxxx Xxxxxxx Xxxxxxxxx Title: President POOLCORP FINANCIAL INC.Chief Executive Officer ACCEPTED AND AGREED AS OF THE 10th DAY OF MAY, a Delaware corporation, as Subsidiary Guarantor By2012: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, KEYBANK NATIONAL ASSOCIATION, as Administrative a Lender and as Agent, Swingline Lender, Issuing Lender and a Lender Fronting Bank By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx X. Xxxxxx Name: Gxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION (successor-by-merger to HIBERNIA NATIONAL BANK), as a Lender By: /s/ Kxxxxxxxx Xxx Name: Kxxxxxxxx Xxx Title: Senior Vice President [Signature pages continue] COMERICA BANK, as a Lender By: /s/ Cxxxxxxxx Xxxx X. Xxxxx Name: Cxxxxxxxx Xxxx X. Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Senior Vice President WXXXX (Signatures continue on next page) XXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gxxx Xxxxxxxx Xxx Xxxxxx Name: Gxxx Xxx Xxxxxx Title: Senior Vice President (Signatures continue on next page) BANK OF MONTREAL, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director (Signatures continue on next page) PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice PresidentPresident (Signatures continue on next page) CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President (Signatures continue on next page) U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Borrowers