Second Amendment to Note Purchase Agreement, dated as of June 29, 2020, among the Company and the institutional investors party thereto

THIS SECOND AMENDMENT dated as of June 29, 2020 (this “Amendment”) to that certain Note Purchase Agreement dated as of August 1, 2016 is between EPR Properties, a Maryland real estate investment trust (the “Company”), and each holder of Notes (as hereinafter defined) party hereto (collectively, the “Noteholders”).

A.    The Company has heretofore entered into that certain Note Purchase Agreement dated as of August 1, 2016 (as amended by the First Amendment dated as of September 27, 2017, the “Original Note Purchase Agreement”) with each of the Purchasers listed in the Purchaser Schedule thereto pursuant to which the Company issued and has outstanding $340,000,000 aggregate principal amount of its Guaranteed Senior Notes, consisting of (a) $148,000,000 aggregate principal amount of its 4.35% Series A Guaranteed Senior Notes due August 22, 2024 and (b) $192,000,000 aggregate principal amount of its 4.56% Series B Guaranteed Senior Notes due August 22, 2026 (collectively, the “Notes”).

B.    The Company and the Noteholders now desire to amend the Original Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

C.    Capitalized terms used herein shall have the respective meanings ascribed thereto in the Original Note Purchase Agreement unless herein defined or the context shall otherwise require.

D.    All requirements of law have been fully complied with and all other acts and things necessary to make this Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1.1.    The first paragraph of Section 9.9(a) of the Original Note Purchase Agreement shall be and hereby is amended by restating clause (y) thereof to read as follows:

(y)(A) if an Alternate Trigger Event occurs during the Covenant Relief Period, within 10 Business Days thereafter cause each Unencumbered Property Owner Subsidiary to, and (B) within 10 Business Days after the Company fails to maintain an Investment Grade Rating from any two of the Rating Agencies, cause each Unencumbered Property Owner Subsidiary to:

1.2.    Section 9.9(b) of the Original Note Purchase Agreement shall be and hereby is amended by restating clause (3) thereof to read as follows:

(3) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing and, if such Subsidiary Guarantor shall have provided its Subsidiary Guaranty Agreement pursuant to Section 9.9(a)(y)(A), the Covenant Relief Period shall have been terminated in accordance with the terms of this Agreement,

1.3.    The following new Sections 9.11 through 9.14 shall be and hereby are added to the Original Note Purchase Agreement in proper sequence:

Section 9.11.    Springing Equity Pledge.

(a)    If, during the continuation of the Covenant Relief Period, a Pledge Trigger Event occurs, then, in addition to the Company’s obligations under Section 9.9(a) within five Business Days of the occurrence of such Pledge Trigger Event, the Company will provide to the holders of the Notes a proposed schedule of Unencumbered Properties with respect to which an equity interest pledge shall be granted to the Collateral Agent, on behalf of the holders of the Notes and the administrative agent and the lenders under the Bank Credit Agreement, to secure the Company’s obligations hereunder and under the Notes, which Unencumbered Properties will be representative (on a pro rata value basis) of the various asset classes owned by the Company, with the aggregate Unencumbered Asset Value of such Unencumbered Properties to be at least equal to the Required Value. The proposed schedule shall be acceptable to the Required Lenders (as defined in the Bank Credit Agreement). If on the date of occurrence of the Pledge Trigger Event the aggregate outstanding principal amount of the Notes equals or exceeds the Outstanding Amount of all Loans and unreimbursed LC Disbursements (each as defined in the Bank Credit Agreement on the Second Amendment Effective Date), the proposed schedule of Unencumbered Properties shall also be acceptable to the Required Holders in their reasonable discretion; provided that the Required Holders shall be deemed to have accepted such schedule if they do not reasonably object thereto within five Business Days after receipt of the schedule from the Company that has been approved by the Required Lenders (as defined in the Bank Credit Agreement). If the Required Holders, in their discretion, reasonably object to such schedule pursuant to the immediately preceding sentence, the Required Holders shall have the right to revise the schedule of Unencumbered Properties to reflect, in the reasonable determination of the Required Holders, a fair representation (on a pro rata value basis) of the various asset classes owned by the Company, with the aggregate Unencumbered Asset Value of such revised schedule of Unencumbered Properties to be as close as practicable to (but not less than) the Required Value. Upon approval (or revision) by the Required Lenders (as defined in the Bank Credit Agreement) (and, if applicable, upon approval or deemed approval (or revision) by the Required Holders) of such list of Unencumbered Properties (such final list, the “Pledged Properties”), the Company shall cause each owner of Equity Interests of the Unencumbered Property Owner Subsidiaries that own such Pledged Properties to (1) execute and deliver to the Collateral Agent, within 10 Business Days after the approval (or revision) of the Pledged Properties schedule, a pledge agreement (the “Pledge Agreement”) substantially in the form attached to the Second Amendment as Exhibit PA (or a joinder to the Pledge Agreement if already in effect pursuant to this Section 9.11) and appropriate certificates and powers and/or Uniform Commercial Code financing statements, pledging all Equity Interests of each such Unencumbered Property Owner Subsidiary with respect to the Pledged Properties, in form and substance satisfactory to the Required Holders, and (2) the organizational documents, certificates of good standing, resolutions and, if requested by the Required Holders, a legal opinion regarding the Company and such Subsidiaries, all in form and substance reasonably satisfactory to the Required Holders. Any such pledge shall also require, as determined by the Required Holders, delivery of an intercreditor agreement (the “Intercreditor Agreement”) substantially in the form attached to the Second Amendment as Exhibit IA. Thereafter, if (i) the Required Value increases as a result of an increase in the sum of (A) the amount of Outstanding Amounts due under the Credit Agreement and (B) the principal amount of the Notes, the above process shall be repeated as of the date of any such increase, or (ii) there is an increase or decrease in the aggregate Unencumbered Asset Value of the Pledged Properties as a result of a Lease Modification (as hereinafter defined), the above process shall be repeated as of the date of delivery of the financial statements next required to be delivered

pursuant to Section 7.1(a) or Section 7.1(b) after the date of such Lease Modification, in each case with respect to the pledge of equity interests in respect of additional Unencumbered Properties such that the aggregate Unencumbered Asset Value of all of the Pledged Properties shall be as close as practicable to (but not less than) the Required Value. For the purposes of this Section 9.11, the Unencumbered Asset Value of each Pledged Property shall mean (I) for any Pledged Property (other than any AMC Pledged Property) owned by the Company and its Subsidiaries on March 31, 2020, the Unencumbered Asset Value of such Pledged Property as of such date, (II) for an AMC Pledged Property owned by the Company and its Subsidiaries on March 31, 2020, 80% of the Unencumbered Asset Value of such AMC Pledged Property as of such date (except as otherwise provided in clause (IV) below), (III) for any Pledged Property (including any AMC Pledged Property) owned by the Company and its Subsidiaries and acquired after March 31, 2020, the cost of such Pledged Property determined in accordance with GAAP and (IV) for any Pledged Property (including any AMC Pledged Property) that has undergone a lease modification after March 31, 2020 where the rent has been permanently adjusted (a “Lease Modification”), the Unencumbered Asset Value of such Pledged Property determined after giving effect to the new rent charged (for purposes of this clause (IV), a termination of a lease or the vacating by the tenant of a Pledged Property shall be deemed to be a permanent adjustment of the rent to $0 until such time as such Pledged Property is re-leased, at which time such Pledged Property shall have an Unencumbered Asset Value based upon the new lease). For the avoidance of doubt, a COVID-19 related deferral of rent or similar payments shall not constitute a Lease Modification.  

(b)    At such time as the Covenant Relief Period shall have expired or been terminated in accordance with the terms of this Agreement, so long as no Default or Event of Default shall then exist, simultaneously with the direction of each other creditor that is a party to the Intercreditor Agreement, the holders of the Notes shall direct the Collateral Agent, at the Company’s expense, to release the Liens pledged pursuant to the Pledge Agreement.

Section 9.12.    Excess Leverage Fee. The Company agrees that, in addition to interest accruing on the Notes, the Company will pay to each holder of a Note a fee on the outstanding principal amount of each Note held by such holder, computed on the same basis and payable at the same time as such interest, at a rate per annum equal to (collectively, the “Excess Leverage Fee”):

(a)    0.65% from and after the Second Amendment Effective Date until the last day of the Covenant Relief Period; and

(b)    in addition to the fee then payable pursuant to the foregoing clause (a), 0.60% at all times during the Covenant Relief Period when the Company fails to maintain an Investment Grade Rating from any two of the Rating Agencies.

The accrued and unpaid Excess Leverage Fee on any principal amount being paid or prepaid shall be paid concurrently with such principal in accordance with Section 14.2. Any overdue payment of an Excess Leverage Fee shall accrue interest at a rate per annum from time to time equal to the Default Rate applicable to the applicable Note, payable in arrears at the same time accrued interest is paid on such Note (or, at the option of the registered holder thereof, on demand). For the avoidance of doubt, each Excess Leverage Fee shall be deemed to constitute a fee for all purposes.

9.13.    Covenant to Make a Pro Rata Prepayment Offer to Prepay Notes Upon Certain Transactions.

The provisions of this Section 9.13 shall be effective from the Second Amendment Effective Date to the last day of the Covenant Relief Period.

(a)    Notice of Prepayment Transaction. The Company will, not later than two Business Days after the occurrence of a Prepayment Transaction, give a notice thereof to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in Section 9.13(b) and shall be accompanied by the certificate described in Section 9.13(e).

(b)    Offer to Prepay Notes. The offer to prepay Notes contemplated by Section 9.13(a) shall be an offer to prepay, in accordance with and subject to this Section 9.13, all or a portion of the Notes held by each holder on a date specified in such offer (the “Proposed Prepayment Date”) that is a Business Day not less than 20 days and not more than 30 days after the date of such offer (or if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the Business Day nearest to the 20th day after the date of such offer). The offer to prepay Notes under this Section 9.13(b) shall be made pro rata to each holder of Notes (based on the aggregate principal amount of the Notes held by each such holder) in an aggregate amount equal to the Allocation Percentage multiplied by the applicable Net Cash Proceeds (each an “Offered Amount”).

(c)    Acceptance; Rejection. A holder of Notes may accept the offer to prepay made pursuant to this Section 9.13 by causing a notice of such acceptance to be delivered to the Company not more than 10 days after receipt of the offer to prepay the Notes pursuant to this Section 9.13. A failure by a holder of Notes to so respond to an offer to prepay made pursuant to this Section 9.13 shall be deemed to constitute (1) a rejection of such offer by such holder if such prepayment is to be made without Make-Whole Amount or (2) an acceptance of such offer by such holder if such payment is to be made with Make-Whole Amount. On the Business Day immediately following such 10^th day, the Company shall offer the rejected (or deemed rejected) portion of the Offered Amount to prepay the Notes of the holders that have accepted the first prepayment offer on a pro rata basis, and any failure by any such holder to respond to such second offer prior to the Proposed Prepayment Date shall be deemed to constitute (i) a rejection of such second offer by such holder if such prepayment is to be made without Make-Whole Amount or (ii) an acceptance of such second offer by such holder if such payment is to be made with Make-Whole Amount. On the Proposed Prepayment Date, the Company shall apply the aggregate amount of all Offered Amounts that have been rejected or deemed rejected pursuant to this Section 9.13(c) to repay the outstanding Term Loans and/or Revolving Credit Loans, but without any corresponding permanent reduction in the Revolving Credit Commitments (as each of the relevant terms is defined in the Bank Credit Agreement) and/or to repay other senior unsecured Indebtedness of the Company or any Subsidiary.

(d)    Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 9.13 shall be at 100% of the principal amount of such Notes plus, if on the date of the relevant Prepayment Transaction the Company fails to maintain an Investment Grade Rating from any two of the Rating Agencies, the Make-Whole Amount (calculated as if Section 8.6 included references to prepayments under this Section 9.13) determined for the date of prepayment with respect to such principal amount (without giving effect to any Excess Leverage Fee). The prepayment shall be made on the Proposed Prepayment Date.

(e)    Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 9.13 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (1) the Proposed Prepayment Date; (2) that such offer is made pursuant to this Section 9.13; (3) the principal amount of each Note offered to be prepaid; (4) the

interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (5) the Excess Leverage Fee, if any, that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (6) that the conditions of this Section 9.13 have been fulfilled; and (7) in reasonable detail, the nature and date of the relevant Prepayment Transaction.

(f)    Prepayment of Loans. The Company will apply that portion of the Net Cash Proceeds allocable to the outstanding Term Loans and/or Revolving Credit Loans to prepay such Loans on the Proposed Prepayment Date, but without any corresponding permanent reduction in the Revolving Credit Commitments (as each of the relevant terms is defined in the Bank Credit Agreement).

(g)    Relevant Definitions.

(1)    “Allocation Percentage” means, as of any date of determination, (i) the aggregate outstanding principal amount of the Notes on such date divided by (ii) the sum of (A) the Outstanding Amounts of all Loans (as defined in the Bank Credit Agreement on the Second Amendment Effective Date) plus (B) the aggregate outstanding principal amount of the Notes on such date.

(2)    “Prepayment Transaction” means the receipt by the Company or any Subsidiary of Net Cash Proceeds; provided that a Prepayment Transaction shall not be deemed to have occurred unless and until the aggregate amount of Net Cash Proceeds received after the Second Amendment Effective Date, less the amount of Net Cash Proceeds previously applied to prepay Indebtedness pursuant to this Section 9.13, is greater than or equal to $10,000,000.

9.14    Maintenance of Ratings. The Company shall at all times during the Covenant Relief Period maintain a rating on the Index Debt from each Rating Agency.

1.4.    Section 10.6(a) of the Original Note Purchase Agreement shall be and hereby is amended by adding the following at the end of such Section immediately before the period: “provided that (1) the amount of Short-Term Unsecured Indebtedness included in the calculation of Unsecured Indebtedness shall be reduced by the aggregate amount of unrestricted cash and Cash Equivalents held by the Company on a Consolidated basis (with the Company directly or through the applicable Subsidiary having full access thereto and control thereof) in excess of $25,000,000, and (2) Unencumbered Asset Value shall be increased by the amount of Excess Unrestricted Cash and Cash Equivalents as of the applicable date of calculation”.

1.5.    The following new clause (f) shall be and hereby is added to Section 10.6 of the Original Note Purchase Agreement:

(f)    Minimum Liquidity. During the Covenant Relief Period, the Company will not permit the sum, calculated on a Consolidated basis with respect to the Company, of (1) unrestricted cash and Cash Equivalents held by the Company and its Subsidiaries (with the Company directly or through the applicable Subsidiary having full access thereto), and (2) undrawn availability under the Bank Credit Agreement (to the extent available to be drawn at the date of determination in accordance with the Bank Credit Agreement), to at any time be less than $250,000,000.

1.6.    Section 10.6 of the Original Note Purchase Agreement shall be and is hereby further amended by inserting the following new paragraph after the last paragraph thereof:

Notwithstanding the foregoing, (x) during the Covenant Relief Period, the Company shall have no obligation to satisfy the covenants set forth in clause (a) (Unencumbered Asset Value) or clause (b) (Total Debt to Total Asset Value) above, and (y) during the period commencing on the Second Amendment Effective Date and ending on the earlier to occur of (i) October 1, 2020 and (ii) the earlier expiration of the Covenant Relief Period pursuant to clause (b) of the definition thereof, the Company shall have no obligation to satisfy the covenants set forth in clause (d) (Minimum Fixed Charge Coverage Ratio) or clause (e) (Minimum Unsecured Interest Coverage Ratio) above; provided that the Company shall continue to deliver to the holders of the Notes duly completed Officer’s Certificates pursuant to Section 7.2(a), for informational purposes only, as and when required under Section 7.2(a) certifying as to the Company’s calculations of each of the financial covenants set forth in this Section 10.6, notwithstanding that covenants referenced in the foregoing clauses (x) and (y) of this sentence are not required to be satisfied during the periods specified therein. For the avoidance of doubt, immediately following the expiration of the applicable waiver period described in the foregoing clause (x) and/or (y), respectively, and as applicable, each financial covenant contained in this Section 10.6 and those incorporated pursuant to Section 9.10 shall be in full force and effect, in each case, without giving effect to the terms of this paragraph.

1.7.    The following new Sections 10.8 and 10.9 shall be and hereby are added to the Original Note Purchase Agreement in proper sequence:

10.8.    Distributions. The Company will not make any Distribution that would violate either of the following covenants:

(a)    if an Event of Default shall have occurred and be continuing, the Company will not make any Distribution other than the minimum Distributions required under the Code to maintain the Company’s status as a REIT, as evidenced by a certification of the Chief Financial Officer of the Company or its Vice President - Finance containing calculations in reasonable detail reasonably satisfactory in form and substance to the Required Holders; provided that the Company shall not be entitled to make any Distribution in connection with the repurchase of common stock of the Company at any time after an Event of Default shall have occurred and be continuing; and

(b)     if an Event of Default under Section 11(a), (b), (g), (h) or (i) shall have occurred and be continuing or if the Notes have been accelerated, the Company will not make any Distribution whatsoever, either directly or indirectly.

10.9.    Covenant Relief Period. Notwithstanding anything to the contrary contained herein, so long as the Covenant Relief Period is continuing:

(a)    (1) the Company will not, and will not permit any Subsidiary to, (i) make any Investments pursuant to clause (f)(13) or (16) below, (ii) make any Investments described under clause (f)(14) below in any new Subsidiary to facilitate any Investment under clause (f)(13) or (16) below, and (2) the Company will not incur any Indebtedness under Section 9.3(b) of the Bank Credit Agreement as in effect on the Second Amendment Effective Date which constitutes a guaranty (other than a “bad boy” guaranty permitted under clause (d) of such Section 9.3(b)) incurred in connection with any Indebtedness of a Subsidiary, except for any such Investments and/or Indebtedness under the foregoing clauses (1) and (2), respectively, which (A) in the aggregate, do not exceed (x) $75,000,000 during the period commencing on the Second Amendment Effective Date and ending on December 31, 2020, and (y) $50,000,000 during the calendar quarter commencing on January 1,

2021, or (B) constitute non cash acquisitions made in exchange for forgiveness of deferred rent or payments under EPR Senior Property Loans;

(b)    the Company will not make any Distributions (1) on account of any common stock in the Company, other than the minimum Distributions required under the Code to maintain the status of the Company as a REIT, as evidenced by a certification of the Chief Financial Officer of the Company or its Vice President - Finance containing calculations in reasonable detail reasonably satisfactory in form and substance to the Required Holders, (2) other than to avoid incurring any corporate income or excise taxes, or (3) in excess of $6,100,000 in the aggregate in any calendar quarter on account of any preferred stock in the Company issued prior to the Second Amendment Effective Date;

(c)    the Company will not, and will not permit any Subsidiary to, make any capital expenditures except for: (1) discretionary capital expenditures which do not exceed (i) $125,000,000 in the aggregate during the period commencing on the Second Amendment Effective Date and ending on December 31, 2020, and (ii) $50,000,000 during the calendar quarter commencing on January 1, 2021, and (2) capital expenditures incurred in connection with any emergency repairs posing an imminent threat to life safety or property damage;

(d)    the Company will not permit Consolidated Tangible Net Worth at any time to be less than the sum of (1) $2,159,490,480 plus (2) 75% of the aggregate Net Equity Proceeds received by the Company on a Consolidated basis subsequent to September 27, 2017;

(e)    the Company will not permit the ratio, calculated on a Consolidated basis with respect to the Company, of: (1) Investments in the aggregate sum (without duplication) of: (i) Investments in unimproved real estate (including cost of land held for development), which such Investment is in the form of a fee, leasehold or mortgage interest; (ii) Investments in construction which is not pre-leased (total budgeted cost, including cost of land); (iii) Investments in mortgage loans secured by real estate (other than EPR Senior Property Loans), and (iv) Investments in unconsolidated Subsidiaries, to (2) Total Asset Value, to exceed 25% at any time; provided that any violation of the foregoing limitations in this clause (e) shall not constitute a Default or Event of Default but shall result in the exclusion from the calculation of Total Asset Value of the aggregate value of the Investments described in clause (1) above in excess of 25% of Total Asset Value;

(f)    the Company will not, and will not permit any Unencumbered Property Owner Subsidiary to, make, permit to exist or to remain outstanding any Investment except Investments in (1) marketable direct or guaranteed obligations of the United States that mature within one year from the date of purchase by the Company or any such Subsidiary, (2) marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any other agency or bank of the United States, (3) demand deposits, certificates of deposit, bankers acceptances and time deposits of any of the Lenders under the Bank Credit Agreement or any United States bank having total assets in excess of $100,000,000; provided that the aggregate amount at any time so invested with any single bank having total assets of less than $1,000,000,000 will not exceed $1,000,000, (4) securities commonly known as “commercial paper” issued by any Lender under the Bank Credit Agreement or a corporation organized and existing under the laws of the United States or any state thereof which at the time of purchase are rated by Moody’s or by S&P at not less than

“P-1” if then rated by Moody’s, and not less than “A-1” if then rated by S&P, (5) mortgage-backed securities guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation and other mortgage-backed bonds which at the time of purchase are rated by Moody’s or by S&P at not less than “AA” if then rated by Moody’s and not less than “AA” if then rated by S&P, (6) repurchase agreements having a term not greater than 180 days and fully secured by securities described in the foregoing clauses (1), (2) or (5) with Persons described in the foregoing clause (3) or financial institutions or other corporations having total assets in excess of $500,000,000, (7) shares of so-called “money market funds” registered with the SEC under the Investment Company Act of 1940 which maintain a level per-share value, invest principally in investments described in the foregoing clauses (1) through (6) and have total assets in excess of $50,000,000, (8) to the extent not already described above, Cash Equivalents, (9) intercompany obligations owing to the Company, an Unencumbered Property Owner Subsidiary or an Unencumbered Property Equity Owner, (10) to the extent constituting Investments, loans or advances in the ordinary course of business to directors, officers, employees or agents of the Company or another Subsidiary for travel, entertainment, relocation and like expenses, (11) to the extent constituting Investments, non-cash consideration received in connection with an asset sale not prohibited under this Agreement, (12) Investments in the nature of accounts receivable, notes receivable, lease receivables or similar receivables arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors, lessees or similar obligors to the extent reasonably necessary in order to prevent or limit loss, (13) the following Investments: (i) Investments in Real Estate (including fee and leasehold interests in real property and improvements thereon and interests in mortgage loans and other financing secured by any interest in real property or improvements thereon); (ii) Investments in property (whether constituting real or personal property) in the nature of options, licenses, easements and other rights relating to real property; (iii) Investments in equipment and other personal property in connection with Investments described in clauses (i) or (ii) immediately above, including Investments in equipment leased to tenants or mortgagors or sold to tenants or mortgagors pursuant to purchase-money loans or similar financing arrangements; and (iv) Investments in corporations, partnerships, limited liability companies, trusts and other entities which are or will be engaged primarily in making or managing Investments of a type described in clauses (i), (ii) or (iii) immediately above; provided that nothing in this clause (13) shall limit or impair the provisions of clause (e) of this Section 10.9, (14) subject to the terms of this Agreement, Investments in Subsidiaries of the Company existing as of September 27, 2017, and Investments in new Subsidiaries of the Company created after September 27, 2017, (15) deposits required by government agencies or public utilities, and other deposits or pledges which constitute Permitted Liens, and (16) Investments, other than Investments described in clauses (1) through (15) above, provided that (i) the amount of all Investments made pursuant to this clause (16) does not exceed $75,000,000 measured at the time when made, and (ii) no Default or Event of Default exists at the time any such Investment is made; provided that, notwithstanding anything to the contrary herein, the Company and its Subsidiaries shall not repurchase any Equity Interests of the Company other than pursuant to the Company’s 2007 and 2016 equity incentive plans in amounts generally consistent with past practice;

(g)    the Company will not permit the Equity Interests of any Unencumbered Property Equity Owner to be subject to any Lien, other than Liens in favor of the Collateral Agent in accordance with Section 9.11;

(h)    the Company will not, and will not permit any Subsidiary to, (1) voluntarily prepay any outstanding Term Loan (as defined in the Bank Credit Agreement on the Second Amendment Effective Date) or (2) permanently reduce the Revolving Credit Commitments (as defined in the Bank

Credit Agreement on the Second Amendment Effective Date), whether directly or indirectly through the addition of a borrowing base or similar limitation; and

(i)    in addition to all financial reporting required under this Agreement, the Company will submit, as soon as practicable, but in any event not later than 15 days after (1) the end of each January, February, April, May, July, August, October and November (commencing with the month ending July 31, 2020), an unaudited income statement for such month, and (2) the end of each calendar month (commencing with the month ending July 31, 2020), a statement of the Company’s Consolidated unrestricted cash and Cash Equivalents for such month and a calculation in reasonable detail of the covenant in Section 10.6(f).

1.8.    Section 11 of the Original Note Purchase Agreement shall be and is hereby amended by (a) amending clause (c) thereof to add the phrase “, Section 9.13(a)” immediately after the reference to “Section 9.7” and to add the phrase “, Section 10.8, Section 10.9” immediately after the reference to “Section 10.6”, (b) amending clause (d) thereof to add the phrase “, in the Pledge Agreement” immediately after the first parenthetical phrase in such clause (d), (c) redesignating clause (l) thereof as clause “(n)” and (d) inserting the following new clauses (l) and (m) in proper sequence:

(l)    the Company defaults in the payment of any Excess Leverage Fee for more than five Business Days after the same becomes due and payable; or

(m)    the Pledge Agreement shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject only to Liens permitted thereunder) on the collateral purported to be covered thereby; or

1.9.    The last paragraph of Section 12.1 of the Original Note Purchase Agreement shall be and is hereby amended by inserting the phrase “and any Excess Leverage Fee, if any,” after the phrase “(including interest accrued thereon at the applicable Default Rate)” in clause (x) of said Section.

1.10.     Section 12.3(a) of the Original Note Purchase Agreement shall be and is hereby amended by (a) inserting the phrase “and all overdue Excess Leverage Fee, if any,” after the phrase “paid all overdue interest” and (b) inserting the phrase “, Excess Leverage Fee, if any,” after the words “on such overdue principal”.

1.11.    Section 14.1 of the Original Note Purchase Agreement shall be and is hereby amended by inserting the phrase “Excess Leverage Fee, if any,” after the words “Make-Whole Amount, if any,” in the first sentence of said Section.

1.12.    Section 14.2 of the Original Note Purchase Agreement shall be and is hereby amended by inserting the phrase “Excess Leverage Fee, if any,” after the phrase “Make-Whole Amount, if any,” in the first sentence of said Section.

1.13.    Section 22.4 of the Original Note Purchase Agreement shall be and is hereby amended by adding the following new paragraph at the end of such Section:

For all purposes under this Agreement, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent

Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

1.14.    The definition of “Permitted Liens” set forth in Schedule A of the Original Note Purchase Agreement shall be and is hereby amended by (a) amending and restating clause (h) thereof to read as follows: “(h) customary Liens, including customary rights of setoff and Liens arising by operation of law, against deposits in favor of banks and other depository institutions arising in the ordinary course of business and not in connection with the incurrence of Indebtedness,” (b) deleting the word “and” at the end of clause (i) thereof, (c) redesignating clause (j) thereof as clause “(k)” and (d) inserting the following new clause (j) in proper sequence: “(j) Liens in favor of the Collateral Agent arising under the Pledge Agreement; and”.

1.15.    The definition of “Additional or More Restrictive Covenant” in Section 9.10 of the Original Note Purchase Agreement is revised to amend the references therein to “contained in Section 10.6” to instead read “contained in this Agreement”.

1.16.    Schedule A of the Original Note Purchase Agreement shall be and is hereby further amended by adding, or amending and restating, the following definitions, and inserting them in the proper alphabetical order:

“Alternate Trigger Event” means any of the following occurring at any time during the Covenant Relief Period: (a) the aggregate amount of unrestricted cash and Cash Equivalents held by the Company and its Subsidiaries shall be less than the Unrestricted Cash Threshold Amount or (b) the Revolving Credit Exposure is greater than $750,000,000.

“AMC Pledged Property” means any Pledged Property leased or operated by AMC Entertainment Holdings, Inc. or any of its Subsidiaries.

“Cash Equivalents” means (a) securities issued, guaranteed or insured by the United States or any of its agencies with maturities of not more than one year from the date acquired; (b) certificates of deposit with maturities of not more than one year from the date acquired issued by a United States federal or state chartered commercial bank of recognized standing, or a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, acting through a branch or agency, which bank has capital and unimpaired surplus in excess of $500,000,000 and which bank or its holding company has a short-term commercial paper rating of at least “A-2” or the equivalent by S&P or at least “P-2” or the equivalent by Moody’s; (c) reverse repurchase agreements with terms of not more than seven days from the date acquired, for securities of the type described in clause (a) above and entered into only with commercial banks having the qualifications described in clause (b) above; (d) commercial paper issued by any Person incorporated under the laws of the United States or any state thereof and rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s, in each case with maturities of not more than one year from the date acquired; and (e) investments in money market funds registered under the Investment Company Act of 1940 which have net assets of at least $500,000,000 and at least 85% of whose assets consist of securities and other obligations of the type described in clauses (a) through (d) above.

“Collateral Agent” means KeyBank National Association.

“Consolidated Tangible Net Worth” means the equity of the Company as determined in accordance with GAAP, less the total book value of all assets of the Company properly classified as

intangible assets under GAAP, including such items as goodwill, the purchase price of acquired assets in excess of the fair market value thereof, trademarks, trade names, service marks, brand names, copyrights, patents and licenses, and rights with respect to the foregoing, all as determined on a Consolidated basis.

“Covenant Relief Period” means the period beginning on the Second Amendment Effective Date and ending on the earlier of (a) April 1, 2021 and (b) provided no Default or Event of Default shall exist, the date on which the Company delivers a written notice to the holders of the Notes electing to terminate the Covenant Relief Period, together with an Officer’s Certificate evidencing, to the reasonable satisfaction of the Required Holders, that the Company would have been in compliance with the financial covenants contained in Section 10.6 and those incorporated pursuant to Section 9.10 at the end of the most recently completed fiscal quarter, even if the Covenant Relief Period had not been in effect for such fiscal quarter.

“Distribution” means, with respect to any Person, (a) the declaration or payment of any cash dividend or distribution on or in respect of any shares of any class of capital stock or other beneficial interest of such Person, (b) the purchase, redemption, exchange or other retirement by such Person of any shares of any class of capital stock or other beneficial interest of such Person, directly or indirectly through a Subsidiary of such Person or otherwise, (c) the return of capital by such Person to its shareholders, partners, members or other owners as such or (d) or any other distribution on or in respect of any shares of any class of capital stock or other beneficial interest of such Person; provided that the dividend or distribution of common stock of a Person shall not constitute a Distribution with respect to such Person.

“Equity Issuance” means the issuance and sale by any of the Company or its Subsidiaries of any equity securities of the Company or its Subsidiaries to any Person who is not the Company or one of its Subsidiaries, including pursuant to the exercise of options or warrants or pursuant to the conversion of any debt securities to equity.

“Excess Leverage Fee” is defined in Section 9.12.

“Excess Unrestricted Cash and Cash Equivalents” means, as of any date of calculation, the difference between (a) the aggregate amount of unrestricted cash and Cash Equivalents held by Company and its Subsidiaries on a Consolidated basis (with the Company directly or through the applicable Subsidiary having full access thereto and control thereof) in excess of $25,000,000, less (b) the aggregate principal amount of all Short-Term Unsecured Indebtedness; provided that in no event shall Excess Unrestricted Cash and Cash Equivalents be less than zero.

“Financial Covenant” means (a) during the Covenant Relief Period, any financial covenant or other material covenant that is contained in the Bank Credit Agreement and (b) without limiting the foregoing clause (a), any covenant (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other such provision) that requires the Company and/or any Subsidiary to:

(1)    maintain a specified level of net worth, shareholders’ equity, total assets, unencumbered assets, unencumbered properties, cash flow, net income, occupancy rate or lease term;

(2)    maintain any relationship of any component of its capital structure to any other component thereof (including the relationship of indebtedness, subsidiary indebtedness, senior

indebtedness, secured indebtedness, unsecured indebtedness, or subordinated indebtedness to total capitalization, total assets, unencumbered assets or to net worth);

(3)    maintain any measure of its ability to service its indebtedness (including exceeding any specified ratio of revenues, cash flow, operating income or net income to indebtedness, interest expense, rental expense, capital expenditures and/or scheduled payments of indebtedness);

(4)    restricts the amount of distributions; or

(5)    restrict the amount or type of its investments;

but in all cases excluding any such covenant that amounts to a negative pledge or a sale of assets limitation.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 8.7, 9.11(a), 9.12, 9.13(b), 12, 17.2 and 18 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

“Intercreditor Agreement” is defined in Section 9.11(a).

“Investment” means, with respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and owned by such Person, all loans, advances, or extensions of credit to, or contributions to the capital of, any other Person, all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other investments; provided that the term “Investment” shall not include (a) equipment, inventory and other tangible personal property acquired in the ordinary course of business, or (b) current trade and customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms. In determining the aggregate amount of Investments outstanding at any particular time: (1) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (2) there shall be deducted in respect of each Investment any amount received as a return of capital; (3) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (1) may be deducted when paid; and (4) there shall not be deducted in respect of any Investment any decrease in the value thereof.

“Lease Modification” is defined in Section 9.11(a).

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by the Company or any Subsidiary from (a) any sale or other disposition (including by way of a merger, reorganization, consolidation or other business combination or any transaction or series of transactions that may have a similar effect) of any asset, excluding the first $100,000,000 of such proceeds to the extent such proceeds have been reinvested in assets used or useful in the business of the Company and its Subsidiaries, (b) the issuance of any Indebtedness, or (c) Equity Issuances (other than to the extent derived from Company’s dividend reinvestment programs), in each instance net of (1) direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and

sales commissions), (2) taxes paid or payable as a result thereof and (3) in the case of any disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien on the related asset; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by the Company or any Subsidiary in or related to any disposition, issuance of Indebtedness or Equity Issuance.

“Net Equity Proceeds” means the aggregate consideration received by the Company and/or any of its Subsidiaries in respect of any Equity Issuance, net of (a) direct costs incurred in connection therewith (including legal, accounting and investment banking fees and sales commissions) and (b) taxes paid or payable as a result thereof; it being understood, that (1)  “Net Equity Proceeds” shall include any cash received upon the sale or other disposition of any non-cash consideration received by the Company and/or any of its Subsidiaries in any Equity Issuance, and (2)  “Net Equity Proceeds” shall not include cash proceeds that are applied within 30 days of the date of the related Equity Issuance to retire capital stock.

“Offered Amount” is defined in Section 9.13(b).

“Outstanding Amount” has the meaning set forth in the Bank Credit Agreement on the Second Amendment Effective Date.

“Pledge Agreement” is defined in Section 9.11(a).

“Pledge Trigger Event” means the occurrence of any of the following at any time during the Covenant Relief Period: (a) the aggregate amount of unrestricted cash and Cash Equivalents held by the Company and its Subsidiaries shall be less than the Unrestricted Cash Threshold Amount, (b) the Revolving Credit Exposure is greater than $750,000,000, or (c) the Company fails to collectively maintain at least one Investment Grade Rating from the three Rating Agencies.

“Pledged Properties” is defined in Section 9.11(a).

“Proposed Prepayment Date” is defined in Section 9.13(b).

“Required Value” mean, from time to time, an amount equal to no less than 150% of the aggregate of (a) Outstanding Amounts of all Loans, Letters of Credit and LC Disbursements due under the Bank Credit Agreement and (b) the aggregate outstanding principal amount of the Notes.

“Revolving Credit Exposure” has the meaning set forth in the Bank Credit Agreement on the Second Amendment Effective Date.

“Second Amendment” means the Second Amendment dated as of June 29, 2020 to this Agreement.

“Second Amendment Effective Date” means June 29, 2020.

“Short-Term Unsecured Indebtedness” means Unsecured Indebtedness which matures on or prior to the two-year anniversary of the applicable date of calculation.

“Unrestricted Cash Threshold Amount” means $550,000,000, provided that if the Revolving Credit Exposure at any time of calculation is less than $750,000,000, the Unrestricted Cash Threshold Amount shall be automatically reduced on a dollar-for-dollar basis by the difference between (a) $750,000,000 and (b) the Revolving Credit Exposure.

“Unsecured Indebtedness” means Indebtedness of the Company, on a Consolidated basis, which is not Secured Indebtedness; provided that any Liens granted pursuant to Section 9.11 or pursuant to Section 7.16 of the Bank Credit Agreement shall not result in the Indebtedness under this Agreement or under the Bank Credit Agreement being deemed Secured Indebtedness hereunder, with the Indebtedness under this Agreement and under the Bank Credit Agreement under such circumstances continuing to be deemed Unsecured Indebtedness for the purposes of this Agreement.

2.1.    To induce the Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), the Company represents and warrants to the Noteholders that:

(a)this Amendment has been duly authorized by all necessary corporate or other action on the part of the Company and has been duly executed and delivered by the Company, and this Amendment and the Original Note Purchase Agreement, as amended by this Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Company, enforceable against the Company in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b)the execution and delivery of this Amendment by the Company and the performance by the Company thereof and of the Original Note Purchase Agreement, as amended by this Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, organizational document, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary;

(c)no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution and delivery of this Amendment by the Company or the performance thereof or of the Original Note Purchase Agreement, as amended by this Amendment, by the Company except for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and except for any Current Report on Form 8-K or similar informational filings which must be made with any Governmental Authority after the execution and delivery of this Amendment and with respect to which the failure to make such filings would not affect the validity of this Amendment;

(d)all obligations of the Company under the Original Note Purchase Agreement, as amended by this Amendment, shall rank at least pari passu in right of payment with all other present and future unsecured Indebtedness of the Company;

(e)on the date of this Amendment, no Subsidiary shall be a guarantor or otherwise liable, whether as a borrower or an additional or co-borrower or otherwise for or in respect of any Parity Indebtedness;

(f)On the date of this Amendment, after giving effect to this Amendment, all the representations and warranties contained in Section 5 of the Original Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company on and as of the date hereof date (except (1) to the extent such representations and warranties expressly refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date (except as otherwise provided in clauses (2), (3) and (4) below), (2) that Schedules 5.4 and 5.10 to the Original Note Purchase Agreement are as set forth as Schedules 2 and 3, respectively, to this Amendment, (3) that Schedule 5.15 to the Original Note Purchase Agreement is as set forth as Schedule 4 to this Amendment (and as if the reference in Section 5.15(a) of the Original Note Purchase Agreement to “June 30, 2016” was instead to March 31, 2020”) and (4) the impact of the COVID-19 outbreak as described in the Company’s quarterly report on Form 10-Q filed with the SEC on May 11, 2020 shall be disregarded for purposes of its representations and warranties in the last two sentences of Section 5.3 of the Original Note Purchase Agreement;

(g)as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing and no waiver of Default or Event of Default is in effect; and

(h)the Company is solvent.

3.1.    Upon satisfaction of each and every one of the following conditions, this Amendment shall become effective as of the date first written above:

(a)executed counterparts of this Amendment, duly executed by the Company and the Required Holders, shall have been delivered to each holder of Notes or its special counsel;

(b)the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof and each holder of Notes or its special counsel shall have received an Officer’s Certificate to such effect;

(c)the Bank Credit Agreement shall have been, or concurrently shall be, amended in a manner not inconsistent with the amendments set forth herein, and a copy of such amendment shall have been, or concurrently shall be, delivered to each holder of Notes or its special counsel;

(d)each holder of the Notes or its special counsel shall have received an Officer’s Certificate identifying each Additional or More Restrictive Covenant that will be in effect on the date of this Amendment, including therein a verbatim statement of each such Additional or More Restrictive Covenant, together with any definitions incorporated therein;

(e)each holder of the Notes or its special counsel shall have received an opinion of legal counsel to the Company, in form and content satisfactory to the Required Holders to the effect that: (1) the Company is validly existing and in good standing in its state of formation and has all requisite entity power and authority to enter into this Amendment and perform its obligations hereunder and under the Original Note Purchase Agreement, as amended hereby; (2) this Amendment and the Original Note Purchase Agreement, as amended hereby, have been duly authorized, executed and delivered by the Company; (3) the transactions described in this Amendment and in the and Original Note Purchase Agreement, as amended hereby, will not constitute a default or breach under the terms of any material agreement or instrument listed by Company as an exhibit to its annual report on Form 10-K filed with the SEC for the fiscal quarter ended December 31, 2019 or as an exhibit to its quarterly report on Form 10-Q filed with the SEC for the fiscal quarter ended March 31, 2020; (4) this Amendment and the Original Note Purchase Agreement, as amended hereby, constitute the legal, valid and binding obligations, contracts and agreements of the Company, enforceable against the Company in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally, and (5) such other matters, incident to the transactions contemplated hereby, as the Required Holders or special counsel to the holders of the Notes may reasonably request;

(f)each holder of the Notes shall have received, by payment in immediately available funds to the account of such holder set forth in the Purchaser Schedule, the amount set forth opposite such holder’s name in Schedule 1 attached hereto; and

(g)the Company shall have paid the fees and expenses of Schiff Hardin LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Amendment.

4.1This Amendment shall be construed in connection with and as part of the Original Note Purchase Agreement, and except as modified and expressly amended by this Amendment, all terms, conditions and covenants contained in the Original Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

4.2.    Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Original Note Purchase Agreement without making specific reference to this Amendment but nevertheless all such references shall include this Amendment unless the context otherwise requires.

4.3.    The descriptive headings of the various Sections or parts of this Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

4.4.    This Amendment shall he governed by and construed in accordance with the laws of the State of New York.

4.5.    This Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement. Delivery of an executed counterpart of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

This PLEDGE AND SECURITY AGREEMENT (this “Pledge and Security Agreement” or “Agreement”) is entered into by and among EPR Properties, a Maryland real estate investment trust (the “Borrower”), and each of the undersigned entities listed on Schedule I hereof (together with any other Additional Pledgors that become party hereto pursuant to Section 16(k), each a “Pledgor”, and collectively, the “Pledgors”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, having a place of business at 225 Franklin Street, Boston, Massachusetts 02110, as collateral agent on behalf of the Secured Parties (“Collateral Agent”).

A.    Pursuant to that certain Credit Agreement dated September 27, 2017, as amended by that certain Amendment No. 1 to the Second Amended, Restated and Consolidated Credit Agreement dated June __, 2020 (as further amended, restated, renewed, replaced, supplemented, or otherwise modified from time to time, the “Credit Agreement”) entered into by and among the Borrower, with certain of the Borrower’s Subsidiaries becoming guarantors, KeyBank National Association as administrative agent (in such capacity, the “Bank Agent”), and the financial institutions who are or hereafter become parties to such Credit Agreement as “Lenders” (the “Banks”), the Bank Agent and the Banks agreed to make certain loans and other financial accommodations (collectively, the “Loan” or “Loans”) to the Borrower, upon the terms and subject to the conditions set forth therein.

B.    Pursuant to that certain Note Purchase Agreement dated as of August 1, 2016 (as amended by the First Amendment dated as of September 27, 2017, and that certain Second Amendment dated as of June __, 2020, the “Original Note Purchase Agreement”) entered into by the Borrower with each of the Purchasers listed in the Purchaser Schedule thereto, the Borrower has issued and has outstanding $340,000,000 aggregate principal amount of its Guaranteed Senior Notes, consisting of (a) $148,000,000 aggregate principal amount of its 4.35% Series A Guaranteed Senior Notes due August 22, 2024 and (b) $192,000,000 aggregate principal amount of its 4.56% Series B Guaranteed Senior Notes due August 22, 2026 (collectively, the “Notes”)

C.    Pursuant to the Credit Agreement and the Note Purchase Agreement, Pledgors have agreed to pledge certain equity interests and related rights to the Collateral Agent, for the benefit of the Secured Parties, to secure all of the Borrower’s obligations under the Credit Agreement, the Note Purchase Agreement and the Notes.

D.    Pursuant to that certain Intercreditor and Collateral Agency Agreement dated _________, 20__ (the “Intercreditor Agreement”) entered into among the Collateral Agent, the Bank Agent and the holders

of the Notes, the Bank Agent, on behalf of the Banks, and the holders of the Notes agreed that the Collateral Agent would hold the Collateral granted under this Agreement for the ratable benefit of the Secured Parties and otherwise made the agreements set forth in the Intercreditor Agreement. Capitalized terms used herein and not otherwise defined herein, but defined in the Intercreditor Agreement, shall have the respective meanings set forth in the Intercreditor Agreement.

NOW, THEREFORE, in consideration of the foregoing, the Pledgors hereby agree with the Collateral Agent as follows:

This Pledge and Security Agreement has been executed and delivered as an instrument under seal as of the date first written above.

The undersigned, each an Issuer as referred to in the Pledge and Security Agreement (the “Agreement”) of even date herewith between the Collateral Agent and the owner (the “Pledgor”) of each Issuer (the “Pledgee”), hereby acknowledge receipt of a copy thereof, consent to the pledge of the interests provided for therein, have noted the same on the books and records of each said Issuer, and agree to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Agreement, or if no meaning is set forth in the Agreement, such terms shall have the meaning set forth in the Intercreditor Agreement.

Each Issuer also agrees that until receipt of written notice from the Collateral Agent that the Agreement has been terminated (which notice the Collateral Agent agrees to provide, if such is the case, which notice may be provided to the Borrower on behalf of all Pledgors and Issuers), it shall: (a) upon receipt of notice from the Collateral Agent that an Event of Default has occurred and is continuing, pay to the Collateral Agent all amounts then due and thereafter as they become due to the Pledgor in respect of the Collateral; (b) upon the receipt of notice from the Collateral Agent that the Collateral Agent (or any successor or assign of the Collateral Agent) has become a member or limited partner (as the case may be) as the result of the exercise by the Collateral Agent of the Collateral Agent’s rights and remedies under the Pledge, admit and recognize the Collateral Agent (or any such successor and assign of the Collateral Agent) as a member or limited partner (as provided for in the organizational documents of each Issuer and after signing a joinder to such organizational documents reasonably acceptable to the Collateral Agent), with the full right to exercise all of the rights of a member, general partner or a limited partner as the case may be; (c) upon receipt of notice from the Collateral Agent that an Event of Default has occurred and is continuing, to the extent provided in the Agreement, comply with the instructions of the Collateral Agent in connection with the exercise of the Collateral Agent’s rights and remedies as set forth in the Agreement, without any further consent from the Borrower or any other Person in respect of the Pledged Collateral.

Each Issuer represents and warrants to the Collateral Agent that, as of the date hereof, (i) the Pledgor listed in Schedule II to the Agreement is the registered owner of the percentage of such Issuer's Pledged Interests, and possesses the percentage of the economic, management and voting rights in such Issuer, in each case as set forth on such Schedule II; (ii) such Issuer has no knowledge of any Lien or other security interest in the Pledged Interest (other than the Collateral Agent’s and any Permitted Liens) that has not been terminated on or prior to the date hereof; and (iii) the registered pledgee of the Pledged Interests on the books of such Issuer is KeyBank National Association, as Collateral Agent, and there is no other pledge currently registered on the books and records of such Issuer with respect to the Pledged Interests.

Executed and delivered within the State of New York as an instrument under seal as of [_________], 20__.

ISSUERS:

Reference is made to the Pledge and Security Agreement, dated as of [_______] (as amended, restated, supplemented, or otherwise modified from time to time, the “Pledge Agreement”), by and among [______________], a [___________], [_________], a [__________], and certain of [its][their] Subsidiaries (each a “Pledgor” and collectively, the “Pledgors”), and KeyBank National Association, as Collateral Agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Secured Parties. All capitalized terms used but not defined herein shall have the meanings set forth in the Pledge Agreement.

This Pledge Joinder Agreement (this “Joinder Agreement”) supplements the Pledge Agreement and is delivered by the undersigned, [_________] ([the][each, a] “Additional Pledgor”) and [___________] ([the][each, a] “New Issuer”). As security for the full and punctual payment and performance of the Senior Indebtedness, [the][each] Additional Pledgor hereby grants and pledges to Collateral Agent, for the benefit of the Secured Parties, a continuing lien on, and security interest in, all of its right, title, and interest in and to the Equity Interests set forth on Schedule I hereto and all other Collateral associated with such Pledged Interests, and agrees that Schedule I hereto shall supplement the existing Schedule II to the Pledge Agreement.

By executing and delivering this Joinder Agreement, [the][each] Additional Pledgor, as provided in Section 16(k) of the Pledge Agreement, hereby becomes a party to the Pledge Agreement as a Pledgor thereunder with the same force and effect as if originally named therein as a Pledgor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Pledgor thereunder.

Effective as of the date of this Joinder Agreement, [the][each] Additional Pledgor confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Pledge Agreement. [The][Each] Additional Pledgor hereby represents and warrants that each of the representations and warranties contained in the Pledge Agreement is true and correct on and as the date hereof as if made on and as of such date, except to the extent any such representation or warranty (including any such representation or warranty contained in the Loan Agreements) was expressly made as of an earlier date, in which case such representation or warranty was true and correct as of such earlier date.

By executing and delivering this Joinder Agreement, [the][each] New Issuer also agrees that until receipt of written notice from the Collateral Agent that the Pledge Agreement has been terminated, it shall: (a) upon receipt of notice from the Collateral Agent that an Event of Default has occurred and is continuing, pay to the Collateral Agent all amounts then due and thereafter as they become due to the applicable Pledgor with respect to the Collateral; (b) upon the receipt of notice from the Collateral Agent that the Collateral Agent (or any successor or assign of the Collateral Agent) has become a member or limited partner (as the case may be) as the result of the exercise by the Collateral Agent of the Collateral Agent’s rights and remedies under the Pledge Agreement, admit and recognize the Collateral Agent (or any such successor and assign of the Collateral Agent) as a member or limited partner (as provided for the organizational documents of each Issuer), with the full right to exercise all of the rights of a member, general partner or a limited partner as the case may be; (c) upon receipt of notice from the Collateral Agent that an Event of Default as defined in the Pledge Agreement has occurred and is continuing, to the extent provided in the Pledge Agreement, comply with the instructions of the Collateral Agent in connection with the exercise of the Collateral Agent’s rights

and remedies as set forth in the Pledge Agreement, without any further consent from the Borrower or any other Person in respect of the Pledged Collateral.

[The][Each] New Issuer represents and warrants to the Collateral Agent that, as of the date hereof, (i) the Pledgor listed in Schedule I to this Joinder Agreement is the registered owner of the percentage of the such New Issuer's Pledged Interests, and possesses the percentage of the economic, management and voting rights in such New Issuer, in each case as set forth on such Schedule I; (ii) such New Issuer has no knowledge of any Lien or other security interest in such Pledged Interest (other than the Collateral Agent’s and any Permitted Liens) that has not been terminated on or prior to the date hereof; and (iii) the registered pledgee of such Pledged Interests on the books of such New Issuer is KeyBank National Association, as Collateral Agent, and there is no other pledge currently registered on the books and records of such New Issuer with respect to such Pledged Interests.

This Joinder Agreement shall constitute a Loan Agreement.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

This Pledge Supplement (this “Supplement”), dated as of [____], 20__, is delivered pursuant to Section 4(a)(i) of that certain Pledge and Security Agreement dated as of ____________________, 20__ (as amended, restated, supplemented, or otherwise modified from time to time, the “Pledge Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Pledge Agreement), by and among [_________], a [____________], [___________], a [__________], and certain of [its][their] Subsidiaries (each a “Pledgor”, and collectively, the “Pledgors”), each with a business address at [________________________], in favor of KEYBANK, NATIONAL ASSOCIATION, having an office at 225 Franklin Street, Boston, Massachusetts 02110, in its capacity as Collateral Agent for the Secured Parties, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”). [The][Each] undersigned Pledgor hereby agrees that this Pledge Supplement may be attached to the Pledge Agreement and that the Equity Interests listed on this Supplement shall be deemed to be and shall become Pledged Interests under the Pledge Agreement and part of the Collateral and shall secure all Senior Indebtedness.

By executing and delivering this Joinder, [the][each of the] undersigned [___________] ([the][each, a] “New Issuer”) agrees that until receipt of written notice from the Collateral Agent that the Pledge Agreement has been terminated, it shall: (a) upon receipt of notice from the Collateral Agent that an Event of Default as defined in the Pledge Agreement has occurred and is continuing, pay to the Collateral Agent all amounts then due and thereafter as they become due to the applicable Pledgor; (b) upon the receipt of notice from the Collateral Agent that the Collateral Agent (or any successor or assign of the Collateral Agent) has become a member or limited partner (as the case may be) as the result of the exercise by the Collateral Agent of the Collateral Agent’s rights and remedies under the Pledge Agreement, admit and recognize the Collateral Agent (or any such successor and assign of the Collateral Agent) as a member or limited partner (as provided for the organizational documents of each Issuer), with the full right to exercise all of the rights of a member, general partner or a limited partner as the case may be; (c) upon receipt of notice from the Collateral Agent that an Event of Default as defined in the Pledge Agreement has occurred, to the extent provided in the Pledge Agreement, comply with the instructions of the Collateral Agent in connection with the exercise of the Collateral Agent’s rights and remedies as set forth in the Pledge Agreement, without any further consent from the Borrower or any other Person in respect of the Pledged Collateral.

[The][Each] New Issuer represents and warrants to the Collateral Agent that, as of the date hereof, (i) the Pledgor listed in Schedule I to this Supplement is the registered owner of the percentage of the limited liability company interests or partnership interests of, and possesses the percentage of the economic, management and voting rights in, such New Issuer set forth on such Schedule I; (ii) such New Issuer has no knowledge of any Lien or other security interest in such Pledged Interest (other than the Collateral Agent’s) that has not been terminated on or prior to the date hereof; and (iii) the registered pledgee of such Pledged Interests on the books of such New Issuer is KeyBank National Association, as Collateral Agent, and there is no other pledge currently registered on the books and records of such New Issuer with respect to such Pledged Interests.

This Intercreditor and Collateral Agency Agreement (this “Agreement”), dated as of this _____ day of _________ 20__, is by and among the Bank Agent, the Collateral Agent, the Noteholders listed on Exhibit A attached hereto (the “Initial Noteholders”), and each of the other Noteholders and Persons that become parties hereto pursuant to Section 20 hereof. All terms used herein which are defined in Section 1 hereof or in the text of any other Section hereof shall have the meanings given therein.

WHEREAS, pursuant to the Credit Agreement the Banks have heretofore made and the Banks may from time to time hereafter make Term Loans and Revolving Loans to the Borrower and issue Letters of Credit for the account of the Borrower; and

WHEREAS, pursuant to the Note Agreement the Initial Noteholders currently hold on the date hereof certain Senior Notes of the Borrower; and

WHEREAS, pursuant to the Guaranty Agreements the Guarantors are concurrently herewith guaranteeing or have guaranteed the Senior Indebtedness; and

WHEREAS, pursuant to the Collateral Documents the Pledgors are concurrently herewith granting to the Collateral Agent liens upon and security interests in the Collateral to secure the Senior Indebtedness; and

WHEREAS, the Initial Noteholders and the Bank Agent desire to appoint KeyBank National Association as their agent with respect to Collateral and the Collateral Documents; and

WHEREAS, the Initial Noteholders, the Bank Agent and the Collateral Agent desire to agree upon the priorities for the application of any proceeds from the Collateral and the Guaranty Agreements and to agree upon various other matters with respect to their respective agreements with the Loan Parties and their rights thereunder.

NOW, THEREFORE, for the above reasons, in consideration of the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.    Definitions.

For the purposes of this Agreement, the following terms shall have the meanings specified with respect thereto below. Any plural term that is used herein in the singular shall be taken to mean each entity or item of the defined class and any singular term that is used herein in the plural shall be taken to mean all of the entities or items of the defined class, collectively.

“Additional Bank Obligations” shall mean any indebtedness, liabilities and other obligations of any Loan Party owed to the Bank Agent or the Banks at any time arising under, by virtue of or pursuant to the Credit Agreement in connection with any exercise of the “Increase Option” as defined in the Credit Agreement, including any amendments, modifications, agreements or instruments that act to increase the amount of credit available as a result of any such exercise.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such first Person. A Person shall be deemed to control a corporation or other entity if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation or other entity, whether through the ownership of voting securities, by contract or otherwise.

“Bankruptcy Proceeding” shall mean any proceeding under any bankruptcy, reorganization, compromise, arrangement, insolvency, receivership, readjustment of debt, dissolution or liquidation or similar law or for the appointment of a receiver.

“Banks” shall mean KeyBank National Association, JPMorgan Chase Bank, N.A., Royal Bank of Canada, Bank of America, N.A., Citibank, N.A., Barclays Bank PLC, UMB Bank, N.A., Bank of the West, a California Banking Corporation, Mega International Commercial Bank, Co., Ltd, Silicon Valley Branch, Bank of Blue Valley, Bank of Taiwan, Los Angeles Branch, BOKF N.A., Hua Nan Commercial Bank, Los Angeles Branch, Stifel Bank & Trust, U.S. Bank National Association, First Commercial Bank, Ltd., a Republic of China Bank acting through its Los Angeles Branch, Citizens Bank, National Association, SunTrust Bank, E. Sun Commercial Bank Limited, Los Angeles Branch and Raymond James Bank, N.A., and their respective successors and assigns, including any Person subsequently becoming a party to the Credit Agreement as a “Lender” thereunder.

“Bank Agent” shall mean KeyBank National Association, in its capacity as the agent for the Banks under the Credit Agreement, and its successors and assigns in that capacity.

“Borrower” shall mean EPR Properties, a Maryland real estate investment trust.

“Collateral” shall mean all property and assets, and interests in property and assets, upon or in which any Loan Party has granted a lien or security interest to the Collateral Agent to secure the Senior Indebtedness, all balances held by the Collateral Agent, the Bank Agent or any Senior Lender for the account of any Loan Party and any other property held or owing by the Collateral Agent, the Bank Agent or any Senior Lender to or for the credit or for the account of any Loan Party with respect to which the Collateral Agent, the Bank Agent or any Senior Lender has rights to setoff or appropriate or a common law lien.

“Collateral Agent” shall mean KeyBank National Association, in its capacity as agent for the Banks, the Bank Agent and the Noteholders pursuant to this Agreement, together with any successor or replacement agent which may be appointed pursuant to this Agreement.

“Collateral Agent Expenses” shall mean, without limitation, all costs and expenses incurred by the Collateral Agent in connection with the performance of its duties under this Agreement or any Collateral Document, including the realization upon or protection of the Collateral or enforcing or defending any lien upon or security interest in the Collateral or any other action taken in accordance with the provisions of this Agreement or any Collateral Document, expenses incurred for legal counsel in connection with the foregoing, and any other costs, expenses or liabilities incurred by the Collateral Agent for which the Collateral Agent is entitled to be reimbursed or indemnified by a Loan Party pursuant to this Agreement or any Collateral Document or a Guaranty Agreement or by the Senior Lenders pursuant to this Agreement.

“Collateral Agent Obligations” shall mean all obligations of any Loan Party to pay, reimburse or indemnify the Collateral Agent for any Collateral Agent Expenses.

“Collateral Documents” shall mean the Pledge Agreements and each other agreement, document or instrument in effect on the date hereof or executed by any Loan Party in accordance with the

terms of the Credit Agreement or the Note Agreement after the date hereof under which such Loan Party has granted a lien upon or security interest in any property or assets to the Collateral Agent to secure all or any part of the Senior Indebtedness, all financing statements, certificates, documents and instruments relating thereto or executed or provided in connection therewith, each as amended, restated, supplemented or otherwise modified from time to time.

“Commitments” of any Bank shall mean the “Commitment” of such Bank as defined in the Credit Agreement.

“Credit Agreement” shall mean the Second Amended, Restated and Consolidated Credit Agreement, dated as of September 27, 2017, among the Borrower, the Banks, and the Bank Agent, as amended by that certain Amendment No. 1 to Second Amended, Restated and Consolidated Credit Agreement dated as of June __, 2020 and as it may be further amended, restated, supplemented or otherwise modified from time to time.

“De Minimis Threshold” shall mean, at any time, an aggregate outstanding principal amount of Senior Indebtedness (including, unless an Event of Default has occurred and is continuing, any undrawn Commitments) less than 10% of the aggregate outstanding principal amount of Senior Indebtedness at such time.

“Enforcement” shall mean the occurrence of any of the following: (a) the Bank Agent or any Senior Lender makes demand for payment prior to the scheduled payment date, if any, of or accelerate the time for payment of any Revolving Loan, any Revolving Note, any Term Loan or any Term Note or any Senior Note, or calls for funding of any risk participation in or collateral for any Letter of Credit prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date), (b) any Bank terminates its commitment to make Revolving Loans, make Term Loans or issue or participate in Letters of Credit pursuant to the Credit Agreement (but not including the expiration of such commitment on the relevant Termination Date), (c) the Bank Agent or any Senior Lender commences the judicial enforcement of any rights or remedies under or with respect to the Credit Agreement, any Revolving Note, any Term Note, the Note Agreement, any Senior Note, any Senior Indebtedness or any Guaranty Agreement, or sets off against, freezes or otherwise appropriates any balances held by it for the account of any Loan Party or any other property at any time held or owing by it to or for the credit or for the account of any Loan Party, (d) the Collateral Agent commences the judicial enforcement of any rights or remedies under any Collateral Document (other than an action solely for the purpose of establishing or defending the lien or security interest intended to be created by any Collateral Document upon or in any Collateral as against or from claims of third parties on or in such Collateral), or sets off against, freezes or otherwise appropriates any balances held by it for the account of any Loan Party or any other property at any time held or owing by it to or for the credit or for the account of any Loan Party or otherwise takes any action (whether judicial or non-judicial) to realize upon the Collateral, or (e) the commencement by, against or with respect to any Loan Party of any Bankruptcy Proceeding for such Loan Party or its assets.

“Event of Default” shall mean an “Event of Default,” as defined in the Credit Agreement, or an “Event of Default,” as defined in the Note Agreement.

“Excess Leverage Fee” shall mean the “Excess Leverage Fee” as defined in the Note Agreement.

“Guarantors” shall mean each subsidiary of the Borrower that has executed or joined a Guaranty Agreement in accordance with the provisions of Section 9.9(a) of the Note Agreement and/or Section 7.15(b) of the Credit Agreement.

“Guaranty Agreements” shall mean each Guaranty Agreement made or joined to by a subsidiary of the Borrower in favor of the Noteholders or the Banks in accordance with the provisions of Section 9.9(a) of the Note Agreement and/or Section 7.15(b) of the Credit Agreement, each as amended, restated, supplemented or otherwise modified from time to time.

“Indemnitee” shall have the meaning given in Section 2(j) hereof.

“Insolvent Entity” shall mean any entity that has (a) become or is insolvent or has a parent company that has become or is insolvent or (b) become the subject of a Bankruptcy Proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a Bankruptcy Proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Letters of Credit” shall mean the letters of credit issued under Section 2.2 of the Credit Agreement.

“Letter of Credit Collateral Obligations” shall mean all of the obligations of the Borrower under Sections 2.2(b) and 2.11 of the Credit Agreement to deposit cash with the Collateral Agent with respect to Outstanding Letters of Credit Exposure.

“Loan Parties” shall mean the Borrower, the Guarantors and the Pledgors.

“Loan and Reimbursement Obligations” shall mean the aggregate outstanding principal amount of the Revolving Notes, the aggregate outstanding principal amount of the Term Notes and the aggregate accrued and unpaid reimbursement obligations due the Banks with respect to Letters of Credit, and, without duplication, the aggregate outstanding principal amount of any Additional Bank Obligations.

“Make-Whole Amount” shall mean the “Make-Whole Amount,” as defined in the Note Agreement.

“Note Agreement” shall mean the Note Purchase Agreement dated as of August 1, 2016 originally between the Borrower and the purchasers listed on Schedule A thereto, as amended by that certain First Amendment dated as of September 27, 2017 and that certain Second Amendment dated as of June __, 2020, and as may be further amended, restated, supplemented or otherwise modified from time to time.

“Noteholders” shall mean the holders of the Senior Notes from time to time.

“Outstanding Letters of Credit Exposure” at any time shall mean the undrawn face amount of all outstanding Letters of Credit and the aggregate accrued and unpaid reimbursement obligations under Letters of Credit at such time.

“Person” shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, a limited liability company, an unincorporated organization and a government or any department or agency thereof.

“Pledge Agreements” shall mean each Pledge Agreement made or joined to by a subsidiary of the Borrower in favor of the Collateral Agent in accordance with Section 9.11 of the Note Agreement and/or Section 7.16 of the Credit Agreement, each as amended, restated, supplemented or otherwise modified from time to time.

“Pledgor” shall mean each subsidiary of the Borrower that has executed or joined a Pledge Agreement in accordance with the provisions of Section 9.11 of the Note Agreement and Section 7.16 of the Credit Agreement.

“Pro Rata Expenses Share” with respect to any Senior Lender shall mean (a) at any time before the time the commitments of the Banks to make Revolving Loans and Term Loans under the Credit Agreement have been terminated, the ratio of (i) the amount of such Senior Lender’s “Commitment” (as defined in the Credit Agreement) at such time, if such Senior Lender is a Bank, or the aggregate outstanding principal amount of the Senior Notes held by such Senior Lender at such time, if such Senior Lender is a Noteholder, to (ii) the total of the Commitments (as defined in the Credit Agreement) and the aggregate outstanding principal amount of all of the Senior Notes at such time, or (b) at any time on and after the time the commitments of the Banks to make Revolving Loans and Term Loans under the Credit Agreement have been terminated, the ratio of (i) aggregate amount of the Senior Indebtedness owed to such Senior Lender at such time, to (ii) the total amount of all outstanding Senior Indebtedness at such time.

“Required Holders” shall mean the “Required Holders,” as defined in the Note Agreement.

“Required Lenders” shall mean the “Required Lenders,” as defined in the Credit Agreement.

“Required Senior Lenders” at any time shall mean both (a) the Required Lenders, and (b) the Required Holders; provided, however, if at any date of determination the aggregate outstanding principal amount of Senior Indebtedness held by the Banks or the Noteholders is less than the De Minimis Threshold, then the Required Senior Lenders shall be determined without giving effect to the class of Senior Lenders holding Senior Indebtedness of less than the De Minimis Threshold.

“Revolving Loan” shall mean a “Revolving Credit Loan,” as defined in the Credit Agreement.

“Revolving Note” shall mean a “Revolving Credit Note,” as defined in the Credit Agreement.

“Senior Indebtedness” shall mean the Collateral Agent Obligations, the Loan and Reimbursement Obligations, the Letter of Credit Collateral Obligations, the aggregate outstanding principal amount of the Senior Notes, and all of the other present or future indebtedness, liabilities and obligations of any Loan Party now or hereafter owed to any or all of the Collateral Agent, the Bank Agent, the Banks or the Noteholders, evidenced by or arising under, by virtue of or pursuant to this Agreement, the Credit Agreement, the Note Agreement, the Revolving Notes, the Term Notes, the Senior Notes, the Collateral Documents or the Guaranty Agreements, whether such indebtedness, liabilities and obligations are direct or indirect, joint, several or joint and several, or now exist or hereafter arise, and all renewals and extensions thereof, including, without limitation, all interest and LIBOR breakage amounts due on the Revolving Loans and the Senior Notes, any Excess Leverage Fee and any Make-Whole Amount. The term “Senior Indebtedness” shall include all of the foregoing indebtedness, liabilities and obligations whether or not allowed as a claim in any Bankruptcy Proceeding.

“Senior Lenders” shall mean the Banks and the Noteholders.

“Senior Notes” shall mean the Borrower’s (a) 4.35% Series A Guaranteed Senior Notes due August 22, 2024 and (b) 4.56% Series B Guaranteed Senior Notes due August 22, 2026, in each case, issued pursuant to the Note Agreement.

“Sharing Event” shall mean (a) an Enforcement, (b) the occurrence of any Specified Event of Default, or (c) any refusal by the Bank Agent or any Bank to make any Revolving Loan or Term Loan or issue any Letter of Credit requested by the Borrower (irrespective of whether the conditions precedent thereto

specified in the Credit Agreement have been satisfied) where such Revolving Loan, such Term Loan or issuance would not cause the Borrower to exceed the limitations set forth in Section 2.12 of the Credit Agreement.

“Specified Event of Default” shall mean (a) any default in any payment of any Senior Indebtedness when due, (b) an Event of Default described in Section 10.1(c), 10.1(d), 10.1(h), 10.1(i) or 10.1(j) of the Credit Agreement, or (c) an Event of Default described in Section 11(c), 11(g), 11(h) or 11(i) of the Note Agreement.

“Supermajority Lenders” shall mean, as of any date of determination, Senior Lenders that hold, in the aggregate, in excess of 72.5% of the sum of (a) the Loan and Reimbursement Obligations as of such date and (b) the aggregate principal amount of the Notes outstanding as of such date.

“Term Loan” shall mean a “Term Loan,” as defined in the Credit Agreement.

“Term Note” shall mean a “Term Loan Note,” as defined in the Credit Agreement.

“Termination Date” shall mean the “Termination Date”, as defined in the Credit Agreement.

2.    Appointment of KeyBank National Association as Collateral Agent for the Senior Lenders and the Bank Agent.

(a)    Appointment of Collateral Agent. Subject in all respects to the terms and provisions of this Agreement, the Banks, the Noteholders and the Bank Agent hereby appoint KeyBank National Association to act as agent for the benefit of the Banks, the Noteholders and the Bank Agent with respect to the liens upon and the security interests in the Collateral and the rights and remedies granted under and pursuant to the Collateral Documents, and KeyBank National Association hereby accepts such appointment and agrees to act as such agent. The appointment of the Collateral Agent pursuant to this Agreement shall be effective with respect to all financing statements filed in any filing office in favor of the Bank Agent or any Senior Lender with respect to any Loan Party prior to the date of this Agreement on and as of the date such financing statements were filed. The agency created hereby shall in no way impair or affect any of the rights and powers of, or impart any duties or obligations upon, KeyBank National Association in its individual capacity as a Bank or as Bank Agent. To the extent legally necessary to enable the Collateral Agent to enforce or otherwise foreclose and realize upon any of the liens or security interests in the Collateral in any legal proceeding which the Collateral Agent either commences or joins as a party in accordance with the terms hereof, the Bank Agent and each of the Senior Lenders agree to join as a party in such proceeding and take such action therein concurrently to enforce and obtain a judgment for the payment of the Senior Indebtedness held by it.

(b)    Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, the Bank Agent and each Senior Lender hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein and to exercise such powers thereunder as are specifically delegated to the Collateral Agent by the terms thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 13 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Bank Agent and the Senior Lenders to enforce the rights and remedies of the Collateral Agent, the Bank Agent and the Senior Lenders provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Senior Indebtedness; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act

solely at and in accordance with the written direction of the Required Senior Lenders, or, if the Collateral Agent shall have received inconsistent written directions from the Required Lenders and the Required Holders or written direction from only one such group and the Collateral Agent shall have notified the Banks and the Noteholders to such effect but shall not have received written direction from the Required Senior Lenders within 30 days of such notice, the Supermajority Lenders, (ii) the Collateral Agent shall not, without the written consent of the Required Lenders and the Required Holders, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by a Loan Party as permitted in accordance with the terms of the Credit Agreement and the Note Agreement prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereof), and (iii) the Collateral Agent shall not accept any Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of the Required Lenders and the Required Holders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed by, the Required Senior Lenders, or, if the Collateral Agent shall have received inconsistent written requests or directions from the Required Lenders and the Required Holders or a written request or direction from only one such group and the Collateral Agent shall have notified the Banks and the Noteholders to such effect but has not received a written request or direction from the Required Senior Lenders within 30 days of such notice, the Supermajority Lenders; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Senior Lenders or the Supermajority Lenders, as applicable, to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Senior Lenders or the Supermajority Lenders, as applicable, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Senior Lenders pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Senior Lenders.

(c)    Requesting Instructions. The Collateral Agent may at any time request directions from the Senior Lenders as to any course of action or other matter relating to the performance of its duties under this Agreement and the Collateral Documents and the Senior Lenders shall respond to such request in a reasonably prompt manner.

(d)    Emergency Actions. If the Collateral Agent has asked the Senior Lenders for instructions following the receipt of any notice of an Event of Default and if the Required Senior Lenders have not responded to such request within 30 days, the Collateral Agent shall be authorized to take such actions with regard to such Event of Default which the Collateral Agent, in good faith, believes to be reasonably required to protect the Collateral from damage or destruction or diminution in value; provided, however, that once instructions have been received from the Required Senior Lenders or, if the Collateral Agent shall have received inconsistent instructions from the Required Lenders and the Required Holders or instructions from only one such group and the Collateral Agent shall have notified the Banks and the Noteholders to such effect but shall not have received instructions from the Required Senior Lenders within 30 days of such notice, the Supermajority Lenders, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto.

(e)    Collateral Document Amendments. An amendment, supplement, modification, restatement or waiver of any provision of any Collateral Document, any consent to any departure by any Loan Party therefrom, or the execution or acceptance by the Collateral Agent of any Collateral Document not contemplated by the terms of the Credit Agreement or the Note Agreement shall be effective if, and only if, consented to in writing by the Required Senior Lenders; provided, however, that (i) no such amendment, supplement, modification, restatement, waiver, consent or such Collateral Document not in effect on the date hereof which imposes any additional responsibilities upon the Collateral Agent shall be effective without the written consent of the Collateral Agent, (ii) no such amendment, supplement, modification, waiver or consent shall release any Collateral from the lien or security interest created by any Collateral Document not subject to any exception in Section 2(b)(ii) hereof or narrow the scope of the property or assets in which a lien or security interest is granted pursuant to any Collateral Document or change the description of the obligations secured thereby without the written consent of all Senior Lenders, and (iii) no such consent of the Required Senior Lenders shall be required for the execution and acceptance of any additional Collateral Documents in accordance with the provisions of Section 9.11 of the Note Agreement and Section 7.16 of the Credit Agreement.

(f)    Administrative Actions. The Collateral Agent shall have the right to take such actions hereunder and under the Collateral Documents, not inconsistent with the instructions of the Required Senior Lenders or the Supermajority Lenders, as applicable, or the terms of the Collateral Documents and this Agreement, as the Collateral Agent reasonably deems necessary or appropriate to perfect or continue the perfection of the liens on the Collateral for the benefit of the Collateral Agent, the Bank Agent and the Senior Lenders.

(g)    Collateral Agent Acting Through Others. The Collateral Agent may perform any of its duties under this Agreement and the Collateral Documents by or through attorneys (which attorneys may be the same attorneys who represent the Bank Agent or any Senior Lender), agents or other Persons reasonably deemed appropriate by the Collateral Agent. In addition, the Collateral Agent may act in good faith reliance upon the opinion or advice of attorneys selected by the Collateral Agent. In all cases the Collateral Agent may pay customary and reasonable compensation to all such attorneys, agents or other Persons as may be employed in connection with the performance of its duties under this Agreement and the Collateral Documents.

(h)    Resignation and Removal of Collateral Agent.

(i)    The Collateral Agent (A) may resign at any time upon notice to the Senior Lenders, and (B) may be removed at any time upon the written request of the Required Senior Lenders sent to the Collateral Agent and the other Senior Lenders. For the purposes of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded.

(ii)    If the Collateral Agent shall resign or be removed, the Required Senior Lenders shall have the right to select a replacement Collateral Agent by notice to the Collateral Agent and the other Senior Lenders.

(iii)    Upon any replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under this Agreement and the Collateral Documents, and all right, title and interest of the Collateral Agent under this Agreement and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at the expense of the Borrower.

(iv)    No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the obligations of the Collateral Agent hereunder and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent.

(v)    Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

(i)    Indemnification of Collateral Agent. The Loan Parties, by their consent hereto, hereby jointly and severally agree to indemnify and hold the Collateral Agent, its officers, directors, employees and agents (including, but not limited to, any attorneys acting at the direction or on behalf of the Collateral Agent) harmless against any and all costs, claims, damages, penalties, liabilities, losses and expenses (including, but not limited to, court costs and attorneys’ fees and disbursements) which may be incurred by or asserted against the Collateral Agent or any such officers, directors, employees and agents by reason of its status as agent hereunder or which pertain, whether directly or indirectly, to this Agreement, to the Collateral Documents or to any action or failure to act of the Collateral Agent as agent hereunder or thereunder, except to the extent any such action or failure to act by the Collateral Agent or any such other indemnitee is determined by a court of competent jurisdiction to constitute gross negligence or willful misconduct. The obligations of the Loan Parties under this Section 2(i) shall survive the payment in full of the Senior Indebtedness and the termination of this Agreement.

(j)    Liability of Collateral Agent. In absence of gross negligence or willful misconduct on the part of the Collateral Agent or any of its officers, directors, employees or agents, the Collateral Agent will not be liable to the Bank Agent or any Senior Lender for any action or failure to act or any error of judgment, negligence, mistake or oversight on its part or on the part of any of its officers, directors, employees or agents. To the extent not paid by the Loan Parties, each Senior Lender hereby severally, and not jointly, agrees to indemnify and hold the Collateral Agent and each of its officers, directors, employees and agents (collectively, “Indemnitees”) harmless from and against any and all liabilities, costs, claims, damages, penalties, losses and actions of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for any Indemnitee) incurred by or asserted against any Indemnitee arising out of or in relation to this Agreement or the Collateral Documents or its status as agent hereunder or any action taken or omitted to be taken by any Indemnitee pursuant to and in accordance with any of the Collateral Documents and this Agreement, except to the extent arising from the gross negligence or willful misconduct of the Collateral Agent or any of its officers, directors, employees or agents, with each Senior Lender being liable only for its Pro Rata Expenses Share, as of the date of the occurrence of the event giving rise to the claim for which indemnity is sought, of any such indemnification liability. The obligations of the Senior Lenders under this Section 2(j) shall survive the payment in full of the Senior Indebtedness and the termination of this Agreement.

(k)    No Reliance on Collateral Agent. Neither the Collateral Agent nor any of its officers, directors, employees or agents (including, but not limited to, any attorneys acting at the direction or on behalf of the Collateral Agent) shall be deemed to have made any representations or warranties, express or implied, with respect to, nor shall the Collateral Agent or any such officer, director, employee or agent be liable to the Bank Agent or any Senior Lender or responsible for (i) any warranties or recitals made by any Loan Party in the Collateral Documents or any other agreement, certificate, instrument or document executed by any Loan Party in connection therewith, (ii) the due or proper execution or authorization of this Agreement or any Collateral Documents by any party other than the Collateral Agent, or the effectiveness, enforceability,

validity, genuineness or collectibility as against any Loan Party of any Collateral Document or any other agreement, certificate, instrument or document executed by any of the Loan Parties in connection therewith, (iii) the present or future solvency or financial worth of any Loan Party, or (iv) the value, condition, existence or ownership of any of the Collateral or the perfection of any lien upon or security interest in the Collateral (whether now or hereafter held or granted) or the sufficiency of any action, filing, notice or other procedure taken or to be taken to perfect, attach or vest any lien or security interest in the Collateral. Except as may be required by Section 2(b) hereof, the Collateral Agent shall not be required, either initially or on a continuing basis, to (A) make any inquiry, investigation, evaluation or appraisal respecting, or enforce performance by any Loan Party of, any of the covenants, agreements or obligations of any Loan Party under any Collateral Document, or (B) undertake any other actions (other than actions expressly required to be taken by it under this Agreement). Nothing in any of the Collateral Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Agent any obligations, duties or responsibilities except as set forth in this Agreement and therein. The Collateral Agent shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram, telecopy or other paper or document given to it by any Person reasonably and in good faith believed by it to be genuine and correct and to have been signed or sent by such Person. The Collateral Agent shall have no duty to inquire as to the performance or observance of any of the terms, covenants or conditions of the Credit Agreement or the Note Agreement. Except upon the direction of the Required Senior Lenders or the Supermajority Lenders pursuant to Section 2(b) of this Agreement, the Collateral Agent will not be required to inspect the properties or books and records of any Loan Party for any purpose, including to determine compliance by the Loan Parties with their respective covenants respecting the perfection of security interests.

(l)    Limited Agency. The Collateral Agent, the Bank Agent and the Senior Lenders agree that it is the intent of the Bank Agent and the Senior Lenders to limit the scope of the powers of the Collateral Agent to the specific powers delegated hereunder, together with such powers as are reasonably incidental thereto, and the Collateral Agent does not and shall not have any right or authority to bind the Bank Agent or any Senior Lender in any other manner or thing whatsoever.

3.    Lien Priorities. The parties hereto expressly agree that the security interests and liens granted to the Collateral Agent shall secure the Senior Indebtedness on a pari passu basis for the benefit of the Bank Agent, the Collateral Agent and the Senior Lenders and that, notwithstanding the relative priority or the time of grant, creation, attachment or perfection under applicable law of any security interests and liens, if any, of any of the Bank Agent, the Collateral Agent or any Senior Lender upon or in any of the Collateral to secure any Senior Indebtedness, whether such security interests and liens are now existing or hereafter acquired or arising and whether such security interests and liens are in or upon now existing or hereafter arising Collateral, such security interests and liens shall be first and prior security interests and liens in favor of the Collateral Agent to secure the Senior Indebtedness on a pari passu basis for the benefit of the Bank Agent, the Collateral Agent and the Senior Lenders.

4.    Certain Notices. The Collateral Agent, the Bank Agent and each Senior Lender agrees to use its best efforts to give to the others (a) copies of any notice of the occurrence or existence of an Event of Default sent to any Loan Party, simultaneously with the sending of such notice to such Loan Party, (b) notice of the occurrence or existence of an Event of Default of which such party has knowledge, promptly after obtaining knowledge thereof, (c) notice of the refusal of any Bank to make any Revolving Loan or any Term Loan or issue any Letter of Credit, promptly after such refusal, and (d) notice of an Enforcement by such party, prior to commencing such Enforcement, but the failure to give any of the foregoing notices shall not affect the validity of such notice of an Event of Default given to a Loan Party or create a cause of action against or cause a forfeiture of any rights of the party failing to give such notice or create any claim or right on behalf of any third party. The Collateral Agent agrees to deliver to each Senior Lender a copy of each

notice or other communication received by it under any Collateral Document as soon as practicable after receipt thereof.

5.    Distribution of Proceeds of Collateral After Enforcement.

(a)    On and after the occurrence of a Sharing Event (unless, in the case of a Sharing Event arising from a Specified Event of Default, the relevant Event of Default has been waived pursuant to the terms of the Credit Agreement and the Required Holders have consented to such waiver (in the case of a Specified Event of Default arising under the Bank Credit Agreement) or has been waived pursuant to the terms of the Note Agreement and the Required Lenders have consented to such waiver (in the case of a Specified Event of Default arising under a Note Agreement), all proceeds of Collateral held or received by the Collateral Agent, the Bank Agent or any Senior Lender (including, without limitation, any amount of any balances held by the Collateral Agent, the Bank Agent or any Senior Lender for the account of any Loan Party or any other property held or owing by it to or for the credit or for the account of any Loan Party setoff or appropriated by it, but excluding, except as otherwise provided in paragraph (b) of this Section 5, amounts on deposit in the Special Cash Collateral Account provided for in such paragraph (b)) and any other payments received, directly or indirectly, by the Collateral Agent, the Bank Agent or any Senior Lender on or with respect to any Senior Indebtedness (including, without limitation, any payment under any Guaranty Agreement, any payment in an insolvency or reorganization proceeding and the proceeds from any sale of any Senior Indebtedness or any interest therein to any Loan Party or any affiliate of any Loan Party) shall be delivered to the Collateral Agent and distributed as follows:

(i)    First, to the Collateral Agent in the amount of any unpaid Collateral Agent Obligations;

(ii)    Next, to the extent proceeds remain, to the Senior Lenders in the amount of any unreimbursed amounts paid by the Senior Lenders to any Indemnitee pursuant to Section 2(j) hereof, pro rata in proportion to the respective unreimbursed amounts thereof paid by each Senior Lender;

(iii)    Next, to the extent proceeds remain, to the Senior Lenders in the amount of any Senior Indebtedness consisting of accrued and unpaid costs, expenses or indemnities owed to any Senior Lender or Senior Lenders under the Credit Agreement or the Note Agreement, pro rata in proportion to the respective unreimbursed amounts thereof owed to each Senior Lender; and

(iv)    Next, to the extent proceeds remain, to the Senior Lenders in the amount of any other unpaid Senior Indebtedness, pro rata in proportion to the respective amounts thereof owed to each Senior Lender (and, for this purpose, Letter of Credit Collateral Obligations shall be considered to have been paid to the extent of any amount then on deposit in the Special Cash Collateral Account provided for in paragraph (b) of this Section 5).

Notwithstanding the foregoing, with respect to any collections or payments received by any Senior Lender on or after the occurrence of a Sharing Event but prior to the date of the occurrence of an Enforcement, (1) such collections and payments shall be subject to the distribution provisions of clauses (i) through (iv), above, only to the extent that the principal amount of the Senior Indebtedness owed to such Senior Lender on the date of such Enforcement is less than the principal amount of the Senior Indebtedness owed to such Senior Lender on the date of such Sharing Event, and (2) the amount of any such collections and payments subject to the distribution provisions of clauses (i) through (iv) above in accordance with the foregoing clause (1) shall not be so distributed until the date of the occurrence of such Enforcement. For the purposes of the preceding sentence, any collection or payment received by the Bank Agent on behalf of

the Banks shall be considered to have been received by the Banks, and applied to pay the Senior Indebtedness owed to the Banks to which such payment or collection relates, whether or not distributed by the Bank Agent to the Banks.

After the Senior Indebtedness has been finally paid in full in cash and all Commitments have been terminated, the balance of proceeds of the Collateral, if any, shall be paid to the Loan Parties, as applicable, or as otherwise required by law.

(b)    Any payment pursuant to clause (a)(iv) above with respect to Letter of Credit Collateral Obligations shall be paid to the Collateral Agent for deposit in an account (the “Special Cash Collateral Account”) to be held as Collateral for the Senior Indebtedness and disposed of as provided herein. On each date after the occurrence of an Enforcement on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute to the Bank Agent from the Special Cash Collateral Account for application to the payment of the reimbursement obligation due to the issuer of such Letter of Credit an amount equal to the product of (i) the amount then on deposit in the Special Cash Collateral Account, and (ii) a fraction, the numerator of which is the amount of such draw and the denominator of which is the amount of the Outstanding Letters of Credit Exposure immediately prior to such draw. On each date after the occurrence of an Enforcement on which a reduction in the Outstanding Letters of Credit Exposure occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Special Cash Collateral Account an amount equal to the product of (1) the amount then on deposit in the Special Cash Collateral Account and (2) a fraction the numerator of which is the amount of such reduction and the denominator of which is the amount of the Outstanding Letters of Credit Exposure immediately prior to such reduction, which amount shall be distributed as provided in clause (a)(iv), above. At such time as the amount of the Outstanding Letters of Credit Exposure is reduced to zero, any amount remaining in the Special Cash Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in clause (a)(iv), above.

(c)    Each Loan Party, by its acknowledgment hereto, agrees that in the event any payment is made with respect to any Senior Indebtedness that is delivered to the Collateral Agent pursuant to this Section 5, (i) the Senior Indebtedness discharged by such payment shall be the amount or amounts of the Senior Indebtedness with respect to which such payment is distributed pursuant to this Section 5 notwithstanding that the payment may have initially been made by a Loan Party with respect to other Senior Indebtedness, and (ii) such payment shall be deemed to reduce the Senior Indebtedness of any Senior Lenders receiving any distributions from such payment under Section 5(a) or (b) in the amount of such distributions and shall be deemed to restore and reinstate the Senior Indebtedness of any Senior Lender making any such payment under Section 5(a) in the amount of such payment; provided that if for any reason such restoration and reinstatement shall not be binding against any Loan Party, the Senior Lenders agree to take actions as shall have the effect as placing them in the same relative positions as they would have been if such restoration and reinstatement had been binding against the Loan Parties.

6.    Reserved.

7.    Reserved.

8.    Certain Credit Extensions and Amendments to Agreements by the Senior Lenders; Actions Related to Collateral and Guaranty Agreements; Other Liens and Security Interests.

(a)    The Bank Agent and each Bank agrees that, without the consent in writing of the Required Holders, it will not (i) except for the Guaranty Agreements, retain or obtain the primary or secondary obligations of any other obligor or obligors with respect to all or any part of the Senior Indebtedness, or (ii)

from and after the institution of any Bankruptcy Proceeding involving any Loan Party, as respects the Collateral enter into any agreement with such Loan Party with respect to post-petition usage of cash collateral, post-petition financing arrangements or adequate protection. Each Noteholder agrees that, without the consent in writing of the Required Lenders, it will not (i) except for the Guaranty Agreements, retain or obtain the primary or secondary obligations of any other obligor or obligors with respect to all or any part of the Senior Indebtedness, or (ii) from and after the institution of any Bankruptcy Proceeding involving any Loan Party, as respects the Collateral enter into any agreement with such Loan Party with respect to post-petition usage of cash collateral, post-petition financing arrangements or adequate protection.

(b)    Each of the Bank Agent and each Senior Lender agrees that it will have recourse to the Collateral only through the Collateral Agent, that it shall have no independent recourse thereto and that it shall refrain from exercising any rights or remedies under the Collateral Documents which have or may have arisen or which may arise as a result of an Event of Default or an acceleration of the maturities of the Senior Indebtedness, except that, upon the direction of the Required Senior Lenders or the Supermajority Lenders as set forth in Section 2(b) above, the Bank Agent and any Senior Lender may setoff any amount of any balances held by it for the account of any Loan Party or any other property held or owing by it to or for the credit or for the account of any Loan Party, provided that the amount set off is delivered to the Collateral Agent for application pursuant to Section 5 hereof. Without such direction, neither the Bank Agent nor any Senior Lender shall setoff any such amount. For the purposes of perfection any setoff rights which may be available under applicable law, any balances held by the Collateral Agent, the Bank Agent or any Senior Lender for the account of any Loan Party or any other property held or owing by the Collateral Agent, the Bank Agent or any Senior Lender to or for the credit or account of any Loan Party shall be deemed to be held as agent for all Senior Lenders.

(c)    Neither the Collateral Agent, the Bank Agent nor any Senior Lender shall take or receive a security interest in or lien upon any of the property or assets of any Loan Party as security for the payment of any indebtedness of any Loan Party other than the Senior Indebtedness, nor shall the Collateral Agent, the Bank Agent nor any Senior Lender take or receive a security interest in or a lien upon any of the property or assets of any Loan Party as security for the payment of any Senior Indebtedness other than liens and security interests granted to the Collateral Agent in the Collateral pursuant to the Collateral Documents and other than any judgment lien on any assets of the Loan Parties other than the Collateral as contemplated by Section 8(d) and, if any such security interest or lien is granted in violation of this paragraph (c), the grantee of such security interest or lien agrees that such security interest or lien shall be deemed to have been granted to the Collateral Agent for the benefit of the Collateral Agent, the Bank Agent and the Senior Lenders. The existence of a common law lien and setoff rights on deposit accounts shall not be prohibited by the provisions of this paragraph (c); provided that any realization on such lien or set off rights and the application of the proceeds thereof shall be subject to the provisions of this Agreement.

(d)    Nothing contained in this Agreement shall (i) prevent any Senior Lender from imposing a default rate of interest in accordance with the Credit Agreement or the Note Agreement or any Senior Notes, as applicable, or prevent a Senior Lender from raising any defenses in any action in which it has been made a party defendant or has been joined as a third party, except that the Collateral Agent may direct and control any defense directly relating to the Collateral or any one or more of the Collateral Documents as directed by the Required Senior Lenders or the Supermajority Lenders as set forth in 2(b) above, which shall be governed by the provisions of this Agreement, (ii) affect or impair the right any Senior Lender may have under the terms and conditions governing the Senior Indebtedness to accelerate and demand repayment of such Senior Indebtedness or (iii) prevent any Senior Lender from agreeing to new or modified covenants and other terms under, or otherwise amending, the Note Agreement, the Senior Notes, the Credit Agreement, the Revolving Notes or the Term Notes (including for the avoidance of doubt, entering in to any amendments,

agreements or instruments that relate to the Additional Bank Obligations). Subject only to the express limitations set forth in this Agreement, each Senior Lender retains the right to freely exercise its rights and remedies as a general creditor of the Loan Parties in accordance with applicable law and agreements with the Loan Parties, including without limitation the right to file a lawsuit and obtain a judgment therein against the Loan Parties and to enforce such judgment against any assets of the Loan Parties other than the Collateral, provided that the application of the proceeds thereof shall be subject to the provisions of this Agreement. Nothing contained in this Agreement shall be construed as an amendment of, or a waiver of a consent to the departure by any Loan Party from, any provision of the Credit Agreement or the Note Agreement.

(e)    Subject to the provisions set forth in this Agreement, each Senior Lender and its affiliates may (without having to account therefor to any Senior Lender) own, sell, acquire and hold equity and debt securities of the Loan Parties and lend money to and generally engage in any kind of business with the Loan Parties (as if, in the case of KeyBank National Association, it was not acting as Collateral Agent), and, subject to the provisions of this Agreement, the Senior Lenders and their affiliates may accept dividends, interest, principal payments, fees and other consideration from the Loan Parties for services in connection with this Agreement or otherwise without having to account for the same to the other Senior Lenders, provided that any such amounts which constitute Senior Indebtedness are provided for in the Credit Agreement or the Note Agreement.

9.    Accounting; Adjustments.

(a)    The Collateral Agent, the Bank Agent and each Senior Lender agrees to render an accounting to any of the others of the amounts of the outstanding Senior Indebtedness, receipts of payments from the Loan Parties or from the Collateral and of other items relevant to the provisions of this Agreement upon the reasonable request from one of the others as soon as reasonably practicable after such request, giving effect to the application of payments and the proceeds of Collateral as provided in this Agreement.

(b)    Each party hereto agrees that (i) to the extent any amount distributed to it hereunder is in excess of the amount due to be distributed to it hereunder, it shall pay to the other parties hereto such amounts so that, after giving effect to such payments, the amounts received by all parties hereto are equal to the amounts to be paid to them hereunder, and (ii) in the event any payment made to any party hereto is subsequently invalidated, declared fraudulent or preferential, set aside or required to be paid to a trustee, receiver, or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then each of the other parties hereto shall pay to such party such amounts so that, after giving effect to the payments hereunder by all such other parties, the amounts received by all parties are not in excess of the amounts to be paid to them hereunder as though any payment so invalidated, declared to be fraudulent or preferential, set aside or required to be repaid had not been made.

10.    Notices. Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered hereunder shall be in writing, and shall be deemed to have been validly served, given or delivered three (3) business days after deposit in the United States mails, with proper postage prepaid, one business day after delivery to a courier for next day delivery, upon delivery by courier or upon transmission by electronic mail, telecopy or other similar electronic medium (provided that a copy of any such notice sent by such transmission is also sent by one of the other means provided hereunder within one day after the date sent by such transmission) to the addresses set forth below the signatures hereto, with a copy to any person or persons set forth below such signature shown as to receive a copy, or to such other address as any party designates to the others in the manner herein prescribed. Any party giving notice to any other party hereunder shall also give copies of such notice to all other parties.

11.    Contesting Liens or Security Interests; No Partitioning or Marshalling of Collateral; Contesting Senior Indebtedness.

(a)    Neither the Bank Agent, the Collateral Agent nor any Senior Lender shall contest the validity, perfection, priority or enforceability of or seek to avoid, have declared fraudulent or have put aside any lien or security interest granted to the Collateral Agent as contemplated hereby, and each party hereby agrees to cooperate in the defense of any action contesting the validity, perfection, priority or enforceability of such liens or security interests. Each party and, by its consent hereto, each Loan Party, shall also use its best efforts to notify the other parties of any change in the location of any of the Collateral or the business operations of any Loan Party or of any change in law which would make it necessary or advisable to file additional financing statements in another location as against any Loan Party with respect to the liens and security interests intended to be created by the Collateral Documents, but the failure of any party (other than any Loan Party) to do so shall not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any other party hereto and any third party.

(b)    Notwithstanding anything to the contrary in this Agreement or in any Collateral Document, neither the Bank Agent nor any Senior Lender shall have the right to have any of the Collateral, or any security interest or other property being held as security for all or any part of the Senior Indebtedness by the Collateral Agent, partitioned, or to file a complaint or institute any proceeding at law or in equity to have any of the Collateral or any such security interest or other property partitioned, and each of the Bank Agent and each Senior Lender hereby waives any such right. The Collateral Agent, the Bank Agent and each Senior Lender hereby waive any and all rights to have the Collateral, or any part thereof, marshalled upon any foreclosure of any of the liens or security interests securing the Senior Indebtedness.

(c)    Neither the Bank Agent, the Collateral Agent nor any Senior Lender shall contest the validity or enforceability of or seek to avoid, have declared fraudulent or have set aside any Senior Indebtedness. In the event any Senior Indebtedness is invalidated, avoided, declared fraudulent or set aside for the benefit of any Loan Party, the Bank Agent, the Collateral Agent and the Senior Lenders agree that such Senior Indebtedness shall nevertheless be considered to be outstanding for all purposes of this Agreement.

12.    No Additional Rights for Loan Parties Hereunder; Senior Indebtedness Held By Borrower and its Affiliates; Credit Bidding. Each Loan Party, by its consent hereto, acknowledges that it shall have no rights under this Agreement. If the Collateral Agent, the Bank Agent or any Senior Lender shall violate the terms of this Agreement, each Loan Party agrees, by its consent hereto, that it shall not use such violation as a defense to any enforcement by any such party against such Loan Party nor assert such violation as a counterclaim or basis for setoff or recoupment against any such party. Each of the parties hereto and, by its consent hereto, each Loan Party agrees, that any Senior Indebtedness that may at any time be held by any Loan Party or any Affiliate of any Loan Party shall not be considered to be outstanding for any purpose under this Agreement, such Loan Party or Affiliate shall not be a “Senior Lender”, “Bank” or “Noteholder” under this Agreement and such Loan Party or Affiliate shall not be entitled to the benefit of any provision of this Agreement. Each Loan Party further agrees that it will not object to, contest or oppose (or cause any other Person to object to, contest or oppose or support any other Person in objecting to, contesting or opposing) in any manner any “credit bid” by the Collateral Agent, the Bank Agent or any Senior Lender of any of all the Senior Indebtedness in any sale of assets of any Loan Party pursuant to Section 363 of the Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”), a plan of reorganization under the Bankruptcy Code or otherwise under any other provision of the Bankruptcy Code or in a similar process in any proceeding under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law.

13.    Bankruptcy Proceedings. Nothing contained herein shall limit or restrict the independent right of the Bank Agent or any Senior Lender to initiate an action or actions in any Bankruptcy Proceeding in its individual capacity and to appear or be heard on any matter before the bankruptcy or other applicable court in any such proceeding, including, without limitation, with respect to any question concerning the post-petition usage of Collateral and post-petition financing arrangements. The Collateral Agent is not entitled to initiate such actions on behalf of the Bank Agent or any Senior Lender or to appear and be heard on any matter before the bankruptcy or other applicable court in any such proceeding as the representative of the Bank Agent or any Senior Lender. The Collateral Agent is not authorized in any such proceeding to enter into any agreement for, or give any authorization or consent with respect to, any determination of adequate protection with respect to the Senior Indebtedness or the post-petition usage of Collateral, unless such agreement, authorization or consent has been approved in writing by the Required Senior Lenders. This Agreement shall survive the commencement of any such Bankruptcy Proceeding.

14.    Independent Credit Investigation. None of the Collateral Agent, the Bank Agent or any Senior Lender, nor any of its respective directors, officers, agents or employees, shall be responsible to any of the others for the solvency or financial condition of any Loan Party or the ability of any Loan Party to repay any of the Senior Indebtedness, or for the value, sufficiency, existence or ownership of any of the Collateral, or for the perfection or vesting of any lien or security interest, or for the statements of any Loan Party, oral or written, or for the validity, sufficiency or enforceability of any of the Senior Indebtedness, the Credit Agreement, the Note Agreement, the Guaranty Agreements, any Collateral Document, any document or agreement executed or delivered in connection with or pursuant to any of the foregoing, or for the liens or security interests granted by the Loan Parties to the Collateral Agent in connection therewith. Each of the Collateral Agent, the Bank Agent and each Senior Lender has entered into its respective financial agreements with the Loan Parties based upon its own independent investigation, and makes no warranty or representation to the other, nor does it rely upon any representation by any of the others, with respect to the matters identified or referred to in this Section.

15.    Supervision of Obligations. Except to the extent otherwise expressly provided herein, each of the Bank Agent and each Senior Lender shall be entitled to manage and supervise the obligations of the Loan Parties to it in accordance with applicable law and the Bank Agent’s or such Senior Lender’s practices in effect from time to time without regard to the existence of any other Senior Lender.

16.    Turnover of Collateral. If the Bank Agent or any Senior Lender acquires custody, control or possession of any Collateral or any proceeds thereof other than pursuant to the terms of this Agreement, the Bank Agent or such Senior Lender, as the case may be, shall promptly cause such Collateral or the proceeds thereof to be delivered to or put in the custody, possession or control of the Collateral Agent for disposition and distribution in accordance with the provisions of Section 5 of this Agreement. Until such time as the Bank Agent or such Senior Lender, as the case may be, shall have complied with the provisions of the immediately preceding sentence, the Bank Agent or such Senior Lender, as the case may be, shall be deemed to hold such Collateral and the proceeds thereof in trust for the parties entitled thereto under this Agreement.

17.    Options to Purchase.

(a)    After the occurrence of an Event of Default, each Bank shall have the option to purchase all (but not less than all) of the outstanding Senior Indebtedness owed to the Noteholders at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest thereon and any Excess Leverage Fee to the date of purchase), plus an amount equal to the Make-Whole Amount which would be payable under the Note Agreement if the Senior Notes were prepaid pursuant to paragraph 8.2 of the Note Agreement on such date of purchase.

(b)    After the occurrence of an Event of Default, each Noteholder shall have the option to purchase all (but not less than all) of the outstanding Senior Indebtedness owed to the Banks at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest and LIBOR breakage costs thereon to the date of purchase).

(c)    Any Senior Lender desiring to exercise its option to purchase under this Section 17 may do so by giving notice to the Senior Lenders whose Senior Indebtedness is to be purchased. The closing of the purchase and sale shall take place on the fifth business day after such notice is given. At the closing the buyer will pay the sellers the purchase price of the Senior Indebtedness being purchased except that, as respects the purchase in Outstanding Letters of Credit Exposure, the purchase shall be a risk participation therein payable at the same time as the related Letter of Credit is drawn. Payment of such purchase price shall be made in the same manner as specified in the Credit Agreement for payments upon the Revolving Loans or in the Note Agreement for payments on the Senior Notes, as the case may be. Any notice of exercise of any such option to purchase shall be irrevocable. In the event more than one notice of exercise of an option to purchase under this Section 17 is given, only the notice first given shall be effective and the other notices given shall be ineffective.

18.    Amendment. This Agreement and the provisions hereof may be amended, modified or waived only by a writing signed by the Collateral Agent, the Bank Agent and the Required Holders.

19.    Bank Agent Authorized to Act for Banks. The Bank Agent represents and warrants to the other parties hereto that it is authorized pursuant to the Credit Agreement to execute this Agreement on behalf of itself and each other Bank and the execution, delivery and performance by the Bank Agent of this Agreement will result in a valid and legally binding obligation of each Bank enforceable in accordance with its terms.

20.    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of each of the parties hereof, including subsequent holders of the Senior Indebtedness and Persons subsequently becoming parties to the Credit Agreement as a “Bank” thereunder or becoming parties to the Note Agreement as a “holder of a Note” thereunder, provided that (a) neither the Collateral Agent, the Bank Agent nor any Senior Lender shall assign or transfer any interest in any Senior Indebtedness or permit such Person to become such a party to the Credit Agreement or to become a party to the Note Agreement unless such transfer or assignment is made subject to this Agreement and such transferee, assignee or Person (i) executes and delivers to the Collateral Agent, the Bank Agent and each other Senior Lender an Assumption Agreement in the form of Exhibit A hereto under which such transferee, assignee or Person assumes the obligations of the transferor or assignor or the obligations of a “Bank” or a “Noteholder,” as the case may be, hereunder from and after the time of such transfer or assignment or the time such Person becomes a party to the Credit Agreement or the Note Agreement, as the case may be, or (ii) otherwise confirms in any assignment and assumption or other document evidencing such assignment or transfer that it is bound by the terms and conditions of this Agreement, and (b) the appointment of any replacement Collateral Agent shall be subject to the provisions of Section 2(h) hereof.

21.    Limitation Relative to Other Agreements. Nothing contained in this Agreement is intended to impair (a) as between the Noteholders and the Loan Parties, the rights of the Noteholders and the obligations of the Loan Parties under the Note Agreement and the Senior Notes, or (b) as between the Banks and the Loan Parties, the rights of the Banks and the obligations of the Loan Parties under the Credit Agreement or the Revolving Notes.

22.    Counterparts; Facsimile or Electronic Signatures. This Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which, when so executed

and delivered, shall be an original, but all of which together shall constitute but one and the same instrument. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

23.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED AS TO VALIDITY, INTERPRETATION, ENFORCEMENT AND EFFECT BY THE LAWS OF THE STATE OF NEW YORK (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AGREEMENT TO BE GOVERNED BY THE LAWS OF ANY OTHER JURISDICTION).

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

Reference is made to the Intercreditor and Collateral Agency Agreement, dated _________ __, 20__ by and among KeyBank National Association in its capacity as Bank Agent, and Collateral Agent and the Noteholders party thereto (the “Intercreditor Agreement”). Terms used in this Assumption Agreement and not otherwise defined herein shall have the meanings given in the Intercreditor Agreement.

The undersigned hereby advises the Collateral Agent, the Bank Agent and the other Senior Lenders that as of the date set forth below the undersigned [is the assignee or transferee of [describe Senior Indebtedness assigned or transferred] from [name of assigning or transferring Senior Lender]] [became a party to the Credit Agreement as “Bank” thereunder] [[became a party to the Note Agreement as a “holder” thereunder]] and, pursuant to the provisions of Section 20 of the Intercreditor Agreement, the undersigned hereby assumes the obligations of [[name of assigning or transferring Senior Lender] with respect to [describe Senior Indebtedness assigned or transferred]] [a Bank] [[a Noteholder]] under the Intercreditor Agreement from and after the date hereof.

Please be advised that for the purposes of Section 10 of the Intercreditor Agreement the address for notices to the undersigned is as follows:

Name:        ________________________________    

Address:    ________________________________

            

Attention:    ________________________________

Facsimile:    ________________________________

    

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed as of _________, _____.

The undersigned, the Loan Parties described in the Intercreditor and Collateral Agency Agreement, dated as of ________ __, 20__, among the Collateral Agent, the Bank Agent and the Senior Lenders (as defined therein), acknowledge and, to the extent required, consent to the terms and conditions thereof. The undersigned Loan Parties do hereby further acknowledge and agree to their joint and several agreements under Sections 2(i), 5(c) and 12 of the Intercreditor and Collateral Agency Agreement and acknowledge and agree that no Loan Party is a third-party beneficiary of, or has any rights under, the Intercreditor and Collateral Agency Agreement. The undersigned hereby further agree that any proceeds or any payment made by any Loan Party to any Senior Lender which is required to be delivered to the Collateral Agent and distributed in accordance with the provisions of Section 5(a) of the Intercreditor and Collateral Agency Agreement shall be deemed to have been delivered by the Loan Parties to pay the Senior Indebtedness in the amounts in which any such proceeds or payments are allocated under such Section 5(a) notwithstanding the amount initially paid to or received by any particular Senior Lender or Lender which such Senior Lender or Lender delivered to the Collateral Agent.

This Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which, when so executed and delivered, shall be an original, but all of which together shall constitute but one of the same instrument. In proving this Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. Delivery of an executed counterpart of a signature page to this Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement by facsimile or electronic transmission shall be effective as a delivery of a manually executed counterpart of this Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement.

IN WITNESS WHEREOF, the parties below have caused this Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement to be executed by their respective duly authorized officers as of ______________, 20__.