HIGHWOODS PROPERTIES, INC.

EX-10 · ex10sixthamendmenttosixtha.htm

EX-10
 2
 ex10sixthamendmenttosixtha.htm
 EX-10

 Exhibit 10

 SIXTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

 THIS SIXTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) is entered into as of June 3, 2026 (the “ Effective Date ”), among HIGHWOODS REALTY LIMITED PARTNERSHIP , a North Carolina limited partnership (“ Highwoods Realty ”) and HIGHWOODS PROPERTIES, INC. , a Maryland corporation (“ Highwoods Properties ”) (Highwoods Realty and Highwoods Properties are hereinafter referred to individually as a “ Borrower ” and collectively as the “ Borrowers ”), each Lender (defined below), and BANK OF AMERICA, N.A. , as Administrative Agent (in such capacity “ Administrative Agent ”), Lender and an L/C Issuer.
 R E C I T A L S
 A. Reference is hereby made to that certain Sixth Amended and Restated Credit Agreement dated as of March 18, 2021 (as modified, amended, renewed, extended, or restated from time to time, the “ Credit Agreement ”), executed by Borrowers, the Lenders (herein so called) party thereto, and Bank of America, N.A., as Administrative Agent, a Lender and an L/C Issuer (Administrative Agent, L/C Issuer, and Lenders are individually referred to herein as a “ Credit Party ” and collectively referred to herein as the “ Credit Parties ”).
 B. The Borrowers have requested, and Administrative Agent and the Lenders party hereto have agreed to amend certain provisions contained in the Credit Agreement, in each case, subject to the terms and conditions set forth herein.
 NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 1. Terms and References. Unless otherwise stated in this Amendment (a) terms defined in the Credit Agreement (after giving effect to this Amendment) have the same meanings when used in this Amendment, and (b) references to “ Sections ” are to the Credit Agreement’s sections.
 2. Amendments to the Credit Agreement, Exhibits and Schedules .
 (a) Amendments to the Credit Agreement . Effective as of the Effective Date, the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached hereto as Annex I and any such term or provision of Annex I which is different from that set forth in the Credit Agreement shall be replaced and superseded in all respects by the terms and provisions of the Credit Agreement set forth on Annex I .
 (b) Amendments to Schedule 2.01A. Schedule 2.01A of the Credit Agreement is amended and restated in its entirety to read as set forth on Schedule 2.01A hereto.
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 3. Amendments to other Loan Documents .
 (a) All references in the Loan Documents to the Credit Agreement and Guaranty shall henceforth include references to the Credit Agreement and the Guaranty, as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.
 (b) Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.
 4. Reallocation . Subject to the terms and conditions set forth herein, each Term A-2 Lender hereby agrees to reallocate the Outstanding Amount of the Term A-2 Loans (collectively, the “ Outstanding Term A-2 Loans ”) of such Term A-2 Lender under the Credit Agreement on the date hereof to equal the amounts set forth opposite such Term A-2 Lender’s name on Schedule 2.01A attached hereto. Upon the effectiveness of this Amendment, the Borrowers, the Administrative Agent and the Term A-2 Lenders shall make such reallocations, sales, assignments and other relevant actions in respect of the Outstanding Term A-2 Loans as are necessary in order that such Outstanding Term A-2 Loans reflect such Term A-2 Lender’s Applicable Percentage of the Outstanding Term A-2 Loans on the date of the effectiveness hereof, and (unless otherwise waived by a Term A-2 Lender in its sole discretion) the Borrowers agree to pay all accrued interest and fees on the Outstanding Term A-2 Loans and to compensate each Term A-2 Lender for any loss, cost or expense incurred by such Term A-2 Lender in connection with the reallocation described above that are required to be reimbursed by Section 3.05 of the Credit Agreement, in each case on the terms and in the manner set forth in Section 3.05 of the Credit Agreement
 5. Conditions Precedent . The effectiveness of this Amendment is subject to the following conditions precedent:
 (a) Administrative Agent receives fully executed counterparts of this Amendment signed by the Borrowers, the Guarantors, Administrative Agent, each of the Revolving Credit Lenders, each of the Term A-2 Lenders and the Required Lenders;
 (b) the Loan Parties shall have delivered certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer therein that is authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents;
 (c) the Borrowers shall have delivered such documents and certifications to evidence that each Loan Party is validly existing and in good standing in the jurisdiction of such Loan Party’s incorporation, organization, or formation, as applicable;
 (d) the Borrowers shall have delivered, or caused to be delivered, favorable opinions of (i) Poyner Spruill LLP, special counsel to the Loan Parties, (ii) Jeffrey D. Miller, general counsel of the Principal Borrower, and (iii) Haynes and Boone, LLP, counsel to the Administrative Agent, each addressed to the Credit Parties, as to the matters concerning the Loan Parties and the Loan Documents (as amended by this Amendment) as the Administrative Agent may reasonably request;
 (e) the Borrowers shall have delivered to the Administrative Agent a certificate of the chief financial officer of the Principal Borrower:
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 (i) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Loan Parties and the validity against the Loan Parties of the Loan Documents (as amended by this Amendment) to which each is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and
 (ii) certifying (A) that immediately after giving effect to this Amendment and all the transactions contemplated therein to occur on such date, (x) each Borrower is, and the Loan Parties, taken as a whole, are, Solvent, (y) no Default or Event of Default exists, and (z) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier), (B) that there has been no event or circumstance since December 31, 2025 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Credit Ratings;
 (f) after giving effect to this Amendment, the Borrowers shall be in compliance, as of the end of the fiscal period ended March 31, 2026, with the financial covenants contained in Section 7.08 of the Credit Agreement;
 (g) the representations and warranties in the Credit Agreement, as amended by this Amendment, and each other Loan Document are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of this Amendment as though made as of the date of this Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date;
 (h) after giving effect to this Amendment, no Default exists;
 (i) the Borrowers shall have paid (i) all fees required to be paid on or before the Effective Date, including those required to be paid pursuant to any fee letter, and (ii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by them through the closing of this Amendment (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent); and
 (j) (i) upon the reasonable request of any Lender made at least five (5) days prior to the Effective Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Effective Date; and (ii) at least five (5) days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
 6. Ratifications . Each Borrower (a) ratifies and confirms all provisions of the Loan Documents as amended by this Amendment, (b) ratifies and confirms that all guaranties, assurances, and liens granted, conveyed, or assigned to the Administrative Agent and the Lenders under the Loan Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to
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 guarantee, assure, and secure full payment and performance of all present and future Obligations, and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents, and certificates as the Administrative Agent may request in order to create, perfect, preserve, and protect those guaranties, assurances, and liens.
 7. Representations . Each Borrower hereby represents and warrants that:
 (a) Such Borrower has the power to execute and deliver this Amendment and to perform its obligations hereunder; and such Borrower has duly authorized such execution, delivery and performance.
 (b) This Amendment constitutes a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as limited by Debtor Relief Laws and the applicable of general principles of equity (regardless of whether such enforceability is considered in proceedings in equity or at law).
 (c) The representations and warranties of such Borrower in the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of this Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date.
 (d) No Default has occurred and is continuing or would result from giving effect to this Amendment.
 8. Continued Effect . Except to the extent amended hereby, all terms, provisions and conditions of the Credit Agreement and the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms. This Amendment shall constitute a Loan Document.
 9. Miscellaneous . Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment must be construed – and its performance enforced – under New York law, and (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable.
 10. Parties . This Amendment binds and inures to the Borrowers, the Credit Parties and their respective successors and permitted assigns.
 11. Counterparts; Electronic Signatures . This Amendment may be in the form of an Electronic Record (and may be delivered by e-mail or facsimile) and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same letter agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Bank of America, N.A. of a manually signed paper Communication which has been converted into electronic form (such as scanned into pdf format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. For purposes hereof, (a) “ Electronic Record ” and “ Electronic Signature ” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it
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 may be amended from time to time and (b) “ Communication ” shall mean this Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment.
 12. ENTIRETIES . THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]

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 EXECUTED , as of the date first stated above.

 BORROWERS:
 HIGHWOODS REALTY LIMITED PARTNERSHIP
 By: Highwoods Properties, Inc., its general partner
 By: /s/ Jeffrey D. Miller
 Name: Jeffrey D. Miller
 Title: Executive Vice President, General Counsel and Secretary

 HIGHWOODS PROPERTIES, INC.
 By: /s/ Jeffrey D. Miller
 Name: Jeffrey D. Miller
 Title: Executive Vice President, General Counsel and Secretary

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 ADMINISTRATIVE AGENT:
 BANK OF AMERICA, N.A. , as the Administrative Agent

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 LENDERS:
 BANK OF AMERICA, N.A. ,
 in its capacity as a Revolving Credit Lender, Term A-1 Lender, Term A-2 Lender and L/C Issuer

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 WELLS FARGO BANK, NATIONAL ASSOCIATION ,
 in its capacity as a Revolving Credit Lender, Term A-1 Lender, Term A-2 Lender and L/C Issuer

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 PNC BANK, NATIONAL ASSOCIATION ,
 in its capacity as a Revolving Credit Lender, Term A-1 Lender and Term A-2 Lender

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 TRUIST BANK ,
 in its capacity as a Revolving Credit Lender, Term A-1 Lender and Term A-2 Lender

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 U.S. BANK, NATIONAL ASSOCIATION ,
 in its capacity as a Revolving Credit Lender, Term A-1 Lender and Term A-2 Lender

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 JPMORGAN CHASE BANK, N.A. ,
 in its capacity as a Revolving Credit Lender, Term A-1 Lender and Term A-2 Lender

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 T.D. BANK, N.A. ,
 in its capacity as a Revolving Credit Lender, Term A-1 Lender and Term A-2 Lender

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 FIRST HORIZON BANK,
 in its capacity as a Revolving Credit Lender, Term A-1 Lender and Term A-2 Lender

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 ASSOCIATED BANK, NATIONAL ASSOCIATION ,
 in its capacity as a Revolving Credit Lender, Term A-1 Lender and Term A-2 Lender

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 FIRST CITIZENS BANK & TRUST COMPANY ,
 in its capacity as a Revolving Credit Lender, Term A-1 Lender and Term A-2 Lender

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 FIRST INDEPENDENCE BANK ,
 in its capacity as a Term A-1 Lender

 By: /s/ Authorized Signatory
 Name:
 Title:

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 To induce the Credit Parties to enter into this Amendment, the undersigned hereby (a) consent and agree to its execution and delivery and the terms and conditions thereof, (b) agree that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Loan Documents, and (c) waive notice of acceptance of this Amendment, which Amendment binds each of the undersigned and their respective successors and permitted assigns and inures to the benefit of Administrative Agent and Lenders and their respective successors and permitted assigns.

 LIBERTY AVENUE HOLDINGS, L.L.C.
 HRLP FOURTH AVENUE, LLC
 AKROS INSURANCE, LLC
 HIGHWOODS COLONNADE, LLC
 HRLP SEVEN SPRINGS, LLC

 By: Highwoods Realty Limited Partnership, sole member or sole manager, as applicable
 By: Highwoods Properties, Inc., sole general partner

 By: /s/ Jeffrey D. Miller
 Jeffrey D. Miller
 Executive Vice President, General Counsel and Secretary

 Signature Page to
 Fifth Amendment to Sixth Amended and Restated Credit Agreement

 Annex I

 CONFORMED CREDIT AGREEMENT
 [See attached]

 Execution Version
 Annex I to Sixth Amendment dated June 3, 2026

 Published CUSIP Numbers: 43128HAR0 (Deal)
 43128HAS8 (Revolving Credit Facility)
 43128HAW9 (Term A-1 Facility)
 43128HAX7 (Term A-2 Facility)

 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
 Dated as of March 18, 2021,
 among
 HIGHWOODS PROPERTIES, INC. and
 HIGHWOODS REALTY LIMITED PARTNERSHIP,
 as Borrowers,
 BANK OF AMERICA, N.A.,
 as Administrative Agent, Sustainability Structuring Agent, an L/C Issuer and a Lender,
 The Other L/C Issuers Party Hereto and the Other Lenders Party Hereto,
 WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION,
 as Co-Syndication Agents for the Revolving Credit Facility, Term A-1 Facility and Term A-2 Facility,
 TRUIST BANK, U.S. BANK NATIONAL ASSOCIATION and TD BANK, N.A.,
 as Co-Documentation Agents for the Revolving Credit Facility,
 JPMORGAN CHASE BANK, N.A. and FIRST CITIZENS BANK & TRUST COMPANY,
 as Co-Senior Managing Agents for the Revolving Credit Facility,
 BOFA SECURITIES, INC., WELLS FARGO SECURITIES, LLC, PNC CAPITAL MARKETS LLC,
 TRUIST SECURITIES, INC., U.S. BANK NATIONAL ASSOCIATION and TD BANK, N.A.,
 as Joint Lead Arrangers for the Revolving Credit Facility,
 TD BANK, N.A., TRUIST BANK and U.S. BANK NATIONAL ASSOCIATION,
 as Co-Documentation Agents for the Term A-1 Facility,
 TD BANK, N.A., TRUIST BANK, U.S. BANK NATIONAL ASSOCIATION and
 JPMORGAN CHASE BANK, N.A.,
 as Co-Documentation Agents for the Term A-2 Facility,
 JPMORGAN CHASE BANK, N.A. and FIRST CITIZENS BANK & TRUST COMPANY,
 as Co-Managing Agents for the Term A-1 Facility,
 FIRST CITIZENS BANK & TRUST COMPANY,
 as Senior Managing Agent for the Term A-2 Facility,
 BOFA SECURITIES, INC., WELLS FARGO SECURITIES, LLC, PNC CAPITAL MARKETS LLC,
 TD BANK, N.A., TRUIST SECURITIES, INC. and U.S. BANK NATIONAL ASSOCIATION,
 as Joint Lead Arrangers for the Term A-1 Facility,
 BOFA SECURITIES, INC., WELLS FARGO SECURITIES, LLC, PNC CAPITAL MARKETS LLC,
 TD BANK, N.A., TRUIST SECURITIES, INC., U.S. BANK NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A.,
 as Joint Lead Arrangers for the Term A-2 Facility, and
 BOFA SECURITIES, INC., WELLS FARGO SECURITIES, LLC and PNC CAPITAL MARKETS LLC,
 as Joint Bookrunners for the Revolving Credit Facility, Term A-1 Facility and Term A-2 Facility

 TABLE OF CONTENTS
 Section      Page

 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
 5
 1.01      Defined Terms; Accounting Treatment; Borrowers’ Agent and Liabilities
 5
 1.02      Other Interpretive Provisions
 37
 1.03      Accounting Terms
 38
 1.04      Rounding
 39
 1.05      Times of Day; Rates
 39
 1.06      Letter of Credit Amounts
 39
 1.07      Calculation of Values
 40
 1.08      Joint and Several Liability of the Borrowers
 40
 1.09      Appointment of Principal Borrower as Agent for Borrowers
 41
 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
 41
 2.01      The Loans
 41
 2.02      Borrowings, Conversions and Continuations of Loans
 42
 2.03      Letters of Credit
 44
 2.04      Prepayments
 51
 2.05      Termination or Reduction of Commitments
 51
 2.06      Repayment of Loans
 52
 2.07      Interest
 52
 2.08      Fees
 53
 2.09      Computation of Interest and Fees
 54
 2.10      Evidence of Debt
 54
 2.11      Payments Generally; Administrative Agent’s Clawback
 54
 2.12      Sharing of Payments by Lenders
 56
 2.13      Maturity Date
 56
 2.14      Extension of Maturity Date with Respect to the Revolving Credit Facility, Term A-1 Facility and Term A-2 Facility
 57
 2.15      Increase in Commitments
 58
 2.16      Defaulting Lenders
 59
 2.17      Cash Collateral
 61
 2.1 8      S ustainability Adjustments
 62
 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
 63
 3.01      Taxes
 63
 3.02      Illegality
 67
 3.03      Inability to Determine Rates
 67
 3.04      Increased Costs
 69
 3.05      Compensation for Losses
 70
 3.06      Mitigation Obligations; Replacement of Lenders
 71
 3.07      Survival
 71
 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 71
 4.01      Conditions of Initial Credit Extension
 71
 4.02      Conditions to all Credit Extensions
 73
 ARTICLE V REPRESENTATIONS AND WARRANTIES
 73
 5.01      Existence, Qualification and Power; Compliance with Laws
 74
 5.02      Authorization; No Contravention
 74
 5.03      Governmental Authorization; Other Consents
 74
 5.04      Binding Effect
 74
 5.05      Financial Statements; No Material Adverse Effect
 74
 5.06      Litigation
 75

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 5.07      No Default
 75
 5.08      Ownership of Property; Liens
 75
 5.09      Environmental Compliance
 75
 5.10      Insurance
 76
 5.11      Taxes
 76
 5.12      ERISA Compliance
 76
 5.13      Subsidiaries; Equity Interests
 77
 5.14      Margin Regulations; Investment Company Act
 77
 5.15      Disclosure
 77
 5.16      Compliance with Laws
 78
 5.17      Intellectual Property; Licenses, Etc.
 78
 5.18      OFAC
 78
 5.19      Solvency
 78
 5.20      Anti-Corruption Laws
 78
 5.21      Affected Financial Institutions
 78
 5.22      Covered Entities
 79
 5.2 3      Covered F oreign Persons
 79
 ARTICLE VI AFFIRMATIVE COVENANTS
 79
 6.01      Financial Statements
 79
 6.02      Certificates; Other Information
 80
 6.03      Notices
 82
 6.04      Payment of Obligations
 82
 6.05      Preservation of Existence, Etc.
 82
 6.06      Maintenance of Properties
 82
 6.07      Maintenance of Insurance
 83
 6.08      Compliance with Laws
 83
 6.09      Books and Records
 83
 6.10      Inspection Rights
 83
 6.11      Use of Proceeds
 83
 6.12      Additional Guarantors; Release of Guarantors
 84
 6.13      REIT Status
 85
 6.14      Environmental Matters
 85
 6.15      Keepwell
 86
 6.16      Anti-Corruption Laws; Sanctions
 86
 ARTICLE VII NEGATIVE COVENANTS
 86
 7.01      Liens
 86
 7.02      Fundamental Changes
 87
 7.03      Dispositions
 87
 7.04      Change in Nature of Business
 88
 7.05      Transactions with Affiliates
 88
 7.06      Burdensome Agreements
 88
 7.07      Use of Proceeds
 88
 7.08      Financial Covenants
 88
 7.09      Organization Documents
 89
 7.10      Non-Guarantor Subsidiary Restrictions
 89
 7.11      Sale Leasebacks
 89
 7.12      Prepayments of Indebtedness, etc.
 89
 7.13      Anti-Terrorism Laws; FCPA
 90
 7.14      Sanctions
 90
 7.15      ERISA
 90

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 7.16      Anti-Corruption Laws
 90
 7.1 7      Outbound Investment Rules
 90
 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
 90
 8.01      Events of Default
 90
 8.02      Remedies Upon Event of Default
 91
 8.03      Application of Funds
 93
 ARTICLE IX ADMINISTRATIVE AGENT
 94
 9.01      Appointment and Authority
 94
 9.02      Rights as a Lender
 94
 9.03      Exculpatory Provisions
 94
 9.04      Reliance by Administrative Agent
 95
 9.05      Delegation of Duties
 95
 9.06      Resignation of Administrative Agent
 95
 9.07      Non Reliance on Administrative Agent and Other Lenders
 96
 9.08      No Other Duties, Etc.
 97
 9.09      Administrative Agent May File Proofs of Claim
 97
 9.10      Guaranty Matters
 97
 9.11      ERISA Representations
 98
 9.12      Recovery of Erroneous Payments
 99
 ARTICLE X MISCELLANEOUS
 99
 10.01      Amendments, Etc.
 99
 10.02      Notices; Effectiveness; Electronic Communication
 101
 10.03      No Waiver; Cumulative Remedies
 103
 10.04      Expenses; Indemnity; Damage Waiver
 103
 10.05      Payments Set Aside
 105
 10.06      Successors and Assigns
 105
 10.07      Treatment of Certain Information; Confidentiality
 108
 10.08      Right of Setoff
 109
 10.09      Interest Rate Limitation
 110
 10.10      Integration; Effectiveness
 110
 10.11      Survival of Representations and Warranties
 110
 10.12      Severability
 110
 10.13      Replacement of Lenders
 110
 10.14      Governing Law; Jurisdiction; Etc.
 111
 10.15      Waiver of Jury Trial
 112
 10.16      No Advisory or Fiduciary Responsibility
 112
 10.17      Electronic Execution; Electronic Records; Counterparts
 113
 10.18      USA PATRIOT Act Notice
 114
 10.19      Time of the Essence
 114
 10.20      Existing Revolving Credit Agreement
 114
 10.21      Acknowledgment and Consent to Bail-In of Affected Financial Institutions
 114
 10.22      Acknowledgement Regarding Any Supported QFCs
 115
 10.23      Entire Agreement
 115

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 SCHEDULES
 1.01
 Sustainability Table
 2.01A
 Commitments and Applicable Percentages
 2.01B
 Letter of Credit Commitments
 2.03
 Existing Letters of Credit
 5.09
 Environmental Matters
 5.13
 Subsidiaries and Other Equity Investments
 5.17
 Intellectual Property Matters
 10.02
 Administrative Agent’s Office; Certain Addresses for Notices

 EXHIBITS

 A
 Form of Loan Notice
 B-1
 Form of Revolving Credit Note
 B-2
 Form of Term A-1 Note
 B-3
 Form of Term A-2 Note
 C
 Form of Officer’s Compliance Certificate
 D
 Form of Assignment and Assumption
 E
 Form of Guaranty
 F
 Forms of U.S. Tax Compliance Certificates
 G
 Form of Pricing Certificate

 iv

 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
 This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (“ Agreement ”) is entered into as of March 18, 2021, among HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“ Highwoods Realty ”) and HIGHWOODS PROPERTIES, INC., a Maryland corporation (“ Highwoods Properties ”) (Highwoods Realty and Highwoods Properties are hereinafter referred to individually as a “ Borrower ” and collectively as the “ Borrowers ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and the other L/C Issuers party hereto.
 WHEREAS , the Borrowers are parties to the Existing Revolving Credit Agreement (as defined herein);
 WHEREAS , the Borrowers have requested that the Lenders amend and restate the Existing Revolving Credit Agreement; and
 WHEREAS , the Lenders are willing to do so on the terms and conditions set forth herein.
 NOW , THEREFORE , IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
 ARTICLE I
 DEFINITIONS AND ACCOUNTING TERMS
 1.01 Defined Terms; Accounting Treatment; Borrowers’ Agent and Liabilities .
 As used in this Agreement, the following terms shall have the meanings set forth below:
 “ Acquired Properties ” means, at any time, all Properties acquired by the Subject Parties within the previous twelve (12) calendar months from any third party entity through an arms-length transaction; provided that all Properties acquired (either through the acquisition of all of the Equity Interests of any Unconsolidated Affiliate or of any Property owned by any Unconsolidated Affiliate) from any previously Unconsolidated Affiliate that owned such Properties for twelve (12) months or more shall be excluded from the definition of “ Acquired Properties .”
 “ Adjusted EBITDA ” means, for any period, the sum of (a) EBITDA for such period, less (b) aggregate Capital Expenditure Reserves for all Properties with respect to such period; provided that such sum shall be exclusive of (i) any amount for such period attributable to the Straight-Lining of Rents and (ii) the amount (if any) of amortization of capitalized lease incentive costs which is recorded as a reduction of revenues under GAAP for any specified period.
 “ Adjusted NOI ” means, with respect to any applicable time period for any Property, an amount, not less than zero (0), equal to (a) Net Operating Income for such period with respect to such Property less (b) the sum of (i) the Capital Expenditure Reserve amount for such Property during such period, plus (ii) a management fee in the amount of three percent (3%) of total revenues derived from the Property during such period; provided that such amount shall be exclusive of any amount for such period attributable to the Straight-Lining of Rents and the amount (if any) of amortization of capitalized lease incentive costs which is recorded as a reduction of revenues under GAAP for any specified period; provided , further , that, in each case, (x) all amounts included in the above calculations with respect to Properties owned by Unconsolidated Affiliates (and not otherwise adjusted for interests in Unconsolidated Affiliates) shall be adjusted to include only that portion of such amounts attributable to Unconsolidated Affiliate Interests, and (y) solely for purposes of calculating the financial covenant set forth in Section 7.08(e) , all amounts included in the above calculations with respect to Properties that are not Wholly-Owned by a Wholly Owned Subsidiary shall be adjusted to include only the pro rata interest (based on the percentage ownership of the Equity Interests in the applicable Subsidiary owned by the Consolidated Parties) in such Properties.
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 “ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
 “ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrowers and the Lenders.
 “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
 “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. In no event shall the Administrative Agent, any L/C Issuer or any Lender be deemed to be an Affiliate of any of the Borrowers.
 “ Aggregate Revolving Credit Commitments ” means the Revolving Credit Commitments of all the Lenders, as adjusted from time to time in accordance with the terms of this Agreement. The Aggregate Revolving Credit Commitments as of the Third Amendment Effective Date shall be $750,000,000.
 “ Agreement ” means this Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.
 “ Annual Period ” means each period beginning on January 1 st and ending on December 31 st .
 “ Annualized Adjusted NOI ” means (a) for each Property owned for twenty-four (24) months or more, Adjusted NOI for such Property for the immediately preceding twelve (12) month period; and (b) for each Property owned for a period of less than twenty-four (24) months and for each Property formerly qualifying as a Non-Income Producing Property that has been an Income-Producing Property for less than twelve (12) months, Adjusted NOI for such Property calculated by annualizing Adjusted NOI for such Property from the date such Property became an Income Producing Property to date and adjusting (through appropriate pro-rating, removal or other correction) for all annual or one-time lump sum payments or expenses with respect to the Property or for any extraordinary income or expense items with respect to such Property; provided that all amounts included in the above calculations with respect to Properties owned by Unconsolidated Affiliates (and not otherwise adjusted for interests in Unconsolidated Affiliates) shall be adjusted to include only that portion of such amounts attributable to Unconsolidated Affiliate Interests.
 “ Applicable Percentage ” means (a) in respect of the Term A-1 Facility, with respect to any Term A-1 Lender at any time, the percentage (carried out to the ninth decimal place) of the Term A-1 Facility represented by (i) at any time during the Availability Period in respect of such Facility, such Term A-1 Lender’s Term A-1 Commitment at such time and (ii) thereafter, the principal amount of such Term A-1 Lender’s Term A-1 Loans at such time, (b) in respect of the Term A-2 Facility, with respect to any Term A-2 Lender at any time, the percentage (carried out to the ninth decimal place) of the Term A-2 Facility represented by (i) at any time during the Availability Period in respect of such Facility, such Term A-2 Lender’s Term A-2 Commitment at such time and (ii) thereafter, the principal amount of such Term A-2 Lender’s Term A-2 Loans at such time, and (c) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, as any such Applicable Percentage for the respective Facility may be adjusted as provided in Section 2.16 . If the Revolving Credit Commitment of each Lender to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Revolving Credit Commitments have expired, then the Applicable Percentage of each Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in
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 respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01A or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
 “ Applicable Rate ” means, for any day, subject to adjustment as provided below in this definition, the rate per annum set forth below opposite the applicable Credit Rating then in effect, it being understood that the Applicable Rate for (i) SOFR Loans shall be the rate set forth under the column “Revolving Credit Facility Applicable Rate for SOFR Loans and Letters of Credit,” “Term A-1 Facility Applicable Rate for SOFR Loans” or “Term A-2 Facility Applicable Rate for SOFR Loans,” as applicable, (ii) Base Rate Loans shall be the percentage set forth under the column “Revolving Credit Facility Applicable Rate for Base Rate Loans,” “Term A-1 Facility Applicable Rate for Base Rate Loans” or “Term A-2 Facility Applicable Rate for Base Rate Loans,” as applicable, (iii) Facility Fees shall be the percentage set forth under the column “Revolving Credit Facility Applicable Rate for Facility Fees” and (iv) Letter of Credit Fee shall be the percentage set forth under the column “Revolving Credit Facility Applicable Rate for SOFR Loans and Letters of Credit”.

 Pricing Level Credit Rating Revolving Credit Facility Applicable Rate for SOFR Loans and Letters of Credit Revolving Credit Facility Applicable Rate for Base Rate Loans Revolving Credit Facility Applicable Rate for Facility Fees Term A-1 Facility Applicable Rate for SOFR Loans Term A-1 Facility Applicable Rate for Base Rate Loans Term A-2 Facility Applicable Rate for SOFR Loans Term A-2 Facility Applicable Rate for Base Rate Loans
 I A/A2 or higher 0.700%
 0.000%
 0.100%
 0.750%
 0.000%
 0.700%
 0.000%

 II A-/A3 0.725%
 0.000%
 0.125%
 0.800%
 0.000%
 0.750%
 0.000%

 III BBB+/ Baa1 0.775%
 0.000%
 0.150%
 0.850%
 0.000%
 0.800%
 0.000%

 IV BBB/ Baa2 0.850%
 0.000%
 0.200%
 0.950%
 0.000%
 0.900%
 0.000%

 V BBB-/ Baa3 1.050%
 0.050%
 0.250%
 1.200%
 0.200%
 1.150%
 0.150%

 VI Lower than BBB-/Baa3 or not rated 1.400%
 0.400%
 0.300%
 1.600%
 0.600%
 1.550%
 0.550%

 As of the Sixth Amendment Effective Date, the Applicable Rate is determined based on Pricing Level IV. The Applicable Rate shall be adjusted effective on the next Business Day following any change in the Credit Rating. The Principal Borrower shall notify the Administrative Agent in writing promptly after becoming aware of any change in the Credit Rating.
 With respect to the fiscal year ended December 31, 2026 and each fiscal year thereafter, the Applicable Rate may be adjusted up or down, if necessary, based on the CO2 Intensity as set forth in Section 2.18, based on the target levels for the CO2 Intensity set forth in the KPI Metrics Report corresponding to such Annual Period; provided that in no event shall any Applicable Rate be less than zero percent (0.0%); provided, further that any adjustment to the Applicable Rate by reason of meeting one or several sustainability metrics in any year shall not be cumulative year-over-year. For the avoidance of doubt, the Facility Fee shall not be adjusted based on any changes to the CO2 Intensity.
 “ Applicable Revolving Credit Percentage ” means, with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.
 “ Applicable Square Footage ” means, as determined on the first day of each fiscal year, the total amount of (a) square footage of all Properties that are owned by the Borrowers and their Wholly-Owned Subsidiaries, and (b)
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 the Borrowers’ and their Subsidiaries’ pro rata share of square footage of all Properties that are owned by a Subsidiary that is not a Wholly-Owned Subsidiary; provided only Properties that the Borrowers or their Subsidiaries owned pursuant to clause (a) and (b) above for the entire fiscal year shall be included in the calculation of Applicable Square Footage. Notwithstanding anything herein to the contrary, the term “Applicable Square Footage” shall exclude (i) Properties Under Development, (ii) Properties for which relevant data is not reasonably accessible to the Borrowers and their Subsidiaries, including the properties located at (x) 301 Metlife Way, Cary, NC, (y) One Shockoe Plaza, Richmond, VA and (z) 4801 Main Street, Kansas City, MO, and (iii) such other excluded Properties as agreed to by the Borrowers and the Sustainability Structuring Agent from time to time.
 “ Appropriate Lender ” means, at any time, (a) with respect to any of the Term A-1 Facility, Term A-2 Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A-1 Loan, Term A-2 Loan or a Revolving Credit Loan, respectively, at such time, and (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuers and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a) , the Revolving Credit Lenders.
 “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
 “ Arrangers ” means, collectively, (a) in respect of the Revolving Credit Facility, BofA Securities, Inc. (“ BofA Securities ”), Wells Fargo Securities, LLC (“ Wells Fargo Securities ”), PNC Capital Markets LLC (“ PNC Capital ”), Truist Securities, Inc. (“ Truist Securities ”), U.S. Bank National Association (“ U.S. Bank ”) and T.D. Bank, N.A. (“ T.D. Bank ”), each in its capacity as a joint lead arranger in respect of the Revolving Credit Facility, (b) in respect of the Term A-1 Facility, BofA Securities, Wells Fargo Securities, PNC Capital, T.D. Bank, Truist Securities and U.S. Bank, each in its capacity as a joint lead arranger in respect of the Term A-1 Facility, (c) BofA Securities, Wells Fargo Securities, PNC Capital, T.D. Bank, Truist Securities, U.S. Bank and JPMorgan Chase Bank, N.A., each in its capacity as a joint lead arranger in respect of the Term A-2 Facility, and (d) BofA Securities, Wells Fargo Securities and PNC Capital, each in its capacity as a joint bookrunner in respect of the Revolving Credit Facility, Term A-1 Facility and Term A-2 Facility.
 “ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
 “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)) , and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.
 “ Attributable Indebtedness ” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.
 “ Audited Financial Statements ” means the audited consolidated balance sheet of Highwoods Properties and its Subsidiaries for the fiscal year ended December 31, 2020, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Highwoods Properties and its Subsidiaries, including the notes thereto.
 “ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03(b) .
 “ Availability Period ” means (a) in respect of the Revolving Credit Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date with respect to the Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.05 , and (iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C
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 Issuers to make L/C Credit Extensions pursuant to Section 8.02 ; (b) in respect of the Term A-1 Facility, the First Amendment Effective Date; and (c) in respect of the Term A-2 Facility, the period from and including the First Amendment Effective Date to the earliest of (i) August 24, 2022, (ii) the date of termination of the Term A-2 Commitments pursuant to Section 2.05 , and (iii) the date of termination of the commitment of each Term A-2 Lender to make Term A-2 Loans pursuant to Section 8.02 .
 “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
 “ Bail-In Legislation ” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 “ Bank of America ” means Bank of America, N.A. and its successors.
 “ Bankruptcy Code ” means the Bankruptcy Code of the United States (Title 11, United States Code).
 “ Base Rate ” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate, (c) Term SOFR (assuming a one-month Interest Period) for such day plus one percent (1.00%) and (d) one percent (1.00%). “ Prime Rate ” means the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate”. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.
 “ Base Rate Loan ” means a Revolving Credit Loan, a Term A-1 Loan or Term A-2 Loan that bears interest based on the Base Rate.
 “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
 “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.
 “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “ Borrower ” and “ Borrowers ” have the meanings specified in the introductory paragraph hereto.
 “ Borrower Materials ” has the meaning specified in Section 6.02 .
 “ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .
 “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.
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 “ Capital Expenditure Reserve ” means, with respect to (a) any office, industrial, retail or other non-multi-family Property that is an Income-Producing Property or a Non-Income Producing Property for which a certificate of occupancy has been issued, a normalized annual reserve for replacement reserves, capital expenditures, tenant improvements, and leasing commissions in the amount of $0.50 per year per square foot of net leasable area contained in such Property (pro rated for the portion of such year that the applicable Property qualifies under this clause (a) ), (b) any multi-family Property that is an Income-Producing Property or a Non-Income Producing Property for which a certificate of occupancy has been issued, a normalized annual reserve for replacement reserves, capital expenditures, tenant improvements, and leasing commissions in the amount of $250 per year per unit and (c) any other Non-Income Producing Property, zero (0); provided that all amounts included in the above calculations with respect to Properties owned by Unconsolidated Affiliates (and not otherwise adjusted for interests in Unconsolidated Affiliates) shall be adjusted to include only that portion of such amounts attributable to Unconsolidated Affiliate Interests. When the Capital Expenditure Reserve is used in computing an amount with respect to a period which is shorter than a year, said amount shall be appropriately pro rated.
 “ Capital Expenditures ” means all expenditures required for the leasing of space within Properties owned and previously leased by the Consolidated Parties, including upfit expenses and leasing commissions, together with expenses for renovation or improvement of existing properties that are classified as capital expenditures under GAAP. Leasing and tenant improvements expenditures with respect to space not previously leased shall not be included in any calculation of Capital Expenditures, but must be reported to the Administrative Agent on a quarterly basis as set forth in Section 6.02 .
 “ Capitalization Rate ” means (a) six and three-quarters of one percent (6.75%) for CBD or Urban Infill Properties, and (b) eight and one-quarter of one percent (8.25%) for all other Properties.
 “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuers shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuers. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
 “ Cash Equivalents ” means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof ( provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition, (b) U.S. dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “ Approved Bank ”), in each case with maturities of not more than two hundred seventy (270) days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six (6) months of the date of acquisition, (d) repurchase agreements with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which any Loan Party shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).
 “ CBD ” means a Central Business District, as designated by the Borrowers and reasonably approved by the Administrative Agent.
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 “ CBD or Urban Infill Property ” means (a) any Class A office Income Producing Property that is located in (i) CBD, Midtown, Central Perimeter, Buckhead or Cumberland areas of Atlanta, Georgia, (ii) CBD, South End or South Park areas of Charlotte, North Carolina, (iii) CBD, Brentwood or West End areas of Nashville, Tennessee, (iv) the Ovation mixed-use development in Franklin, Tennessee, (v) CBD area of Orlando, Florida, (vi) CBD or West Raleigh areas of Raleigh, North Carolina, (vii) CBD area of Tampa, Florida, (viii) the Midtown Tampa mixed-use development in Tampa, Florida, (ix) the Granite Park mixed-use development in Plano, Texas, or (x) CBD or Uptown Dallas areas of Dallas, Texas or (b) any other Class A office Income Producing Property which is located in areas with characteristics similar to those identified in clause (a) and is designated by the Borrowers, and reasonably approved by the Administrative Agent, as a CBD or Urban Infill Property from time to time.
 “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.
 “ Change of Control ” means the occurrence of any of the following events:
 (a)    any Person or two or more Persons acting in concert shall have acquired beneficial ownership, directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, control over, Voting Stock of the Principal Borrower (or other securities convertible into such Voting Stock) representing thirty-five percent (35.0%) or more of the combined voting power of all Voting Stock of the Principal Borrower, or
 (b)    during any consecutive period of twelve (12) consecutive months, commencing after the Closing Date, individuals who at the beginning of such twelve (12) month period were directors of the Principal Borrower (together with any new director whose election by the Principal Borrower’s Board of Directors or whose nomination for election by the Principal Borrower’s shareholders was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors of the Principal Borrower then in office, or
 (c)    the Principal Borrower or any Wholly Owned Subsidiary which is a Loan Party shall fail to be the sole general partner of Highwoods Realty. As used in this definition, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934.
 “ Closing Date ” means March 18, 2021.
 “ CME ” means CME Group Benchmark Administration Limited.
 “ Code ” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.
 “ Collateral Account ” has the meaning specified in Section 2.03(o) .
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 “ Commitment ” means a Term A-1 Commitment, a Term A-2 Commitment or a Revolving Credit Commitment, as the context may require.
 “ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
 “ Communication ” means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.
 “ Compliance Certificate ” means a certificate substantially in the form of Exhibit C .
 “ Conforming Changes ” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate, Daily Simple SOFR, or Term SOFR, as applicable, any conforming changes to the definitions of “ Base Rate ”, “ Daily Simple SOFR ”, “ SOFR ”, “ Term SOFR ”, and “ Interest Period ”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “ Business Day ” and “ U.S. Government Securities Business Day ”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
 “ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
 “ Consolidated Parties ” means a collective reference to the Principal Borrower and its consolidated Subsidiaries; and “ Consolidated Party ” means any one of them.
 “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
 “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.
 “ Covered Entity ” has the meaning specified in Section 10.22 .
 “ CO2 Intensity ” means, for any fiscal year of the Borrowers, the ratio of (a) the location-based CO2e emissions from all of the Borrowers’ and their Subsidiaries’ Properties, measured in metric tons CO2e to (b) the Applicable Square Footage, in each case, as measured per 1,000 square feet and during such fiscal year. The metric tons of CO2e shall include Scope 1 and Scope 2 emissions. Notwithstanding anything herein to the contrary, with respect to Properties that are owned by Subsidiaries that are not Wholly-Owned Subsidiaries, the measurement of CO2 Intensity shall only include the Borrowers’ and their Subsidiaries’ pro rata share of such location-based CO2e emissions.
 “ CO2 Intensity Target ” means, with respect to any fiscal year, the CO2 Intensity Target for such fiscal year as set forth in the Sustainability Table.
 12

 “ CO2 Intensity Threshold ” means, with respect to any fiscal year, the CO2 Intensity Threshold for such fiscal year as set forth in the Sustainability Table.
 “ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
 “ Credit Party ” has the meaning specified in Section 10.17 .
 “ Credit Rating ” means the higher of the publicly announced rating from Moody’s or S&P or one of their respective successors or assigns for the unsecured long term debt rating of Highwoods Realty (or if Moody’s or S&P does not publicly announce ratings for Highwoods Realty, then of the Principal Borrower).
 “ Daily Simple SOFR ” means, with respect to any applicable determination date, the SOFR published on the fifth (5 th ) U.S. Government Securities Business Day preceding such day by the SOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source); provided , however , that if such day is not a U.S. Government Securities Business Day, then Daily Simple SOFR means such rate so published on the fifth (5 th ) U.S. Government Securities Business Day preceding the first (1st) U.S. Government Securities Business Day immediately prior thereto. If the rate as so determined would be less than zero percent (0.0%), such rate shall be deemed to be zero percent (0.0%) for purposes of the Loans and Loan Documents.
 “ Daily SOFR Rate Loan ” means a Loan made hereunder with respect to which the interest rate is calculated by reference to Daily Simple SOFR.
 “ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
 “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
 “ Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees, a rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus two percent (2.0%) per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus two percent (2.0%) per annum.
 “ Defaulting Lender ” means any Lender that: (a) has failed to fund any Loan, any participation in L/C Obligations within two (2) Business Days of the date required to be funded by it, unless such failure has been cured or unless such failure is the result of such Lender’s good faith determination that a condition precedent to funding has not been satisfied; (b) has notified any Borrower, the Administrative Agent, any L/C Issuer or any Lender in writing that it does not intend to comply with any of its funding obligations hereunder, unless such notice has been withdrawn and the effect of such notice has been cured; (c) has failed, within three (3) Business Days after written request by the Administrative Agent based on a reasonable belief that such Lender may be unwilling or unable to comply, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans or participations in L/C Obligations, unless such failure has been cured; (d) has otherwise failed to pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount (other than a de minimus amount) required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute or such failure has been cured; (e) has become the subject of a bankruptcy or insolvency 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 or insolvency 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 (f) has, or has a direct or indirect parent company that has, become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender
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 solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.
 “ Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
 “ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
 “ Dividing Person ” has the meaning specified in the definition of “ Division .”
 “ Division ” means the division of the assets, liabilities and/or obligations of a Person (the “ Dividing Person ”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.
 “ Dollar ” and “ $ ” mean lawful money of the United States.
 “ Domestic Subsidiary ” means, with respect to any Person, any Subsidiary of such Person which is incorporated or organized under the laws of any State of the United States or the District of Columbia.
 “ EBITDA ” means, for any period, the sum of (a) aggregate Net Income during such period, plus (b) an amount which, in the determination of Net Income for such period, has been deducted for (i) Interest Expense, (ii) total federal, state, local and foreign income, franchise, value added and similar taxes and (iii) depreciation and amortization expense, with each of (i), (ii) and (iii) above determined in accordance with GAAP; provided that , to the extent the above calculations include amounts allocable to Unconsolidated Affiliates, such calculations shall be without duplication and shall only include such amounts to the extent attributable to any Unconsolidated Affiliate Interests.
 “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or  (b) of this definition and is subject to consolidated supervision with its parent.
 “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
 “ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 “ Electronic Record ” and “ Electronic Signature ” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
 “ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and Section 10.06(b)(v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).
 “ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
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 “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any of the Borrowers, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 “ Equity Forward Contract ” means a forward equity contract entered into by a Consolidated Party and a Person that is not a Subsidiary of such Consolidated Party with respect to common equity interests of such Consolidated Party.
 “ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
 “ Equity Issuance ” means any issuance by the Principal Borrower to any person or entity which is not a Loan Party of (a) shares of its Equity Interests, (b) any shares of its Equity Interests pursuant to the exercise of options or warrants or (c) any shares of its Equity Interests pursuant to the conversion of any debt securities to equity.
 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
 “ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with any Loan Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
 “ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.
 “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
 “ Event of Default ” has the meaning specified in Section 8.01 .
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 “ Excluded Swap Obligations ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 6.15 hereof and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all Guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.
 “ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrowers under Section 10.13 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a) or (c) , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) , and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.
 “ Existing Letters of Credit ” means those letters of credit set forth on Schedule 2.03 (regardless of whether such letters of credit were issued under the Existing Revolving Credit Agreement).
 “ Existing Revolving Credit Agreement ” means that certain Fifth Amended and Restated Credit Agreement dated as of October 18, 2017, by and among the Borrowers, the lenders referenced therein, Bank of America, N.A., as administrative agent and the other parties thereto, as the same may have been further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof and as in effect immediately prior to the effectiveness hereof.
 “ Facility ” means the Term A-1 Facility, the Term A-2 Facility or the Revolving Credit Facility, as the context may require.
 “ Facility Fee ” has the meaning specified in Section 2.08(a) .
 “ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.
 “ FATCA ” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
 “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is
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 not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
 “ FFO ” means, as of any date of determination, Net Income plus depreciation and amortization of real and personal property assets to the extent deducted in the determination of Net Income, less any amount added pursuant to clause (b) of the definition of Net Income except to the extent such amount relates to operating partnership units and is attributable to Highwoods Realty by virtue of the line item “non-controlling interests,” as shown on the consolidated income statements of the Consolidated Parties.
 “ First Amendment Effective Date ” means May 24, 2022.
 “ Fixed Charges ” means, for any period, the sum of (a) Interest Expense for the applicable period, plus (b) preferred dividends of the Subject Parties actually paid during the applicable period, plus (c) Scheduled Funded Debt Payments for the applicable period; provided that, to the extent the above calculations include amounts allocable to Unconsolidated Affiliates, such calculations shall be without duplication and shall only include such amounts to the extent attributable to any Unconsolidated Affiliate Interests.
 “ Foreign Lender ” means (a) if each Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if each Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which each Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
 “ Fourth Amendment Effective Date ” means May 23, 2024.
 “ FRB ” means the Board of Governors of the Federal Reserve System of the United States.
 “ Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.
 “ Fully Satisfied ” means, with respect to the Obligations as of any date, that, as of such date, (a) all principal of and interest accrued to such date which constitute Obligations shall have been irrevocably paid in full in cash, (b) all fees, expenses and other amounts then due and payable which constitute Obligations shall have been irrevocably paid in cash, (c) the Commitments shall have expired or been terminated in full, and (d) all Swap Contracts that are Guaranteed under the Guaranty shall have expired or been terminated in full.
 “ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
 “ Funded Indebtedness ” means, with respect to any Person, without duplication, (a) all Indebtedness of such Person other than Indebtedness of the types referred to in clauses (c) , (h) and  (i) of the definition of “Indebtedness” set forth in this Section 1.01 , (b) all Indebtedness of another Person of the type referred to in clause (a) above secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (c) all Guarantees of such Person with respect to Indebtedness of the type referred to in clause (a) above of another Person and (d) Indebtedness of the type referred to in clause (a) above of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer.
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 “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
 “ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank).
 “ GRI Standard ” means the Global Reporting Initiative Sustainability Reporting Standards (2016) published by the Global Reporting Initiative.
 “ Guarantee ” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (iv) to guaranty to any Person rental income levels (or shortfalls) or re tenanting costs (including tenant improvements, moving expenses, lease commissions and any other costs associated with procuring new tenants); provided that such obligations shall be determined to be equal to the maximum potential amount of the payments due from the Person guaranteeing the applicable rental income levels over the term of the applicable lease or (v) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith; provided that, to the extent any Guarantee is limited by its terms, then the amount of such Guarantee shall be deemed to be the stated or determinable amount of such Guarantee. The term “Guarantee” as a verb has a corresponding meaning.
 “ Guarantors ” means, collectively, as of any date of determination, (a) each Person that has been required, pursuant to the terms of this Agreement and the Guaranty, to execute a counterpart of the Guaranty, in each case to the extent such Person has not been released from its obligations under the Guaranty pursuant to the terms of the Guaranty and this Agreement, and (b) with respect to the payment and performance by each Specified Loan Party of its obligations under the Guaranty with respect to all Swap Obligations, the Borrowers.
 “ Guaranty ” means the Sixth Amended and Restated Guaranty dated as of the Closing Date, made by each of the Guarantors, substantially in the form of Exhibit E , as the same may be amended, restated, supplemented or otherwise modified from time to time and as joined from time to time.
 “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
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 “ Highwoods Properties ” has the meaning specified in the introductory paragraph hereof.
 “ Highwoods Realty ” has the meaning specified in the introductory paragraph hereof.
 “ Highwoods Services ” means Highwoods Services, Inc., a North Carolina corporation.
 “ Income Producing Properties ” means, as of any date of determination, all Properties (other than Acquired Properties or Pre-Leased Development Properties): (a) which are partially or fully income producing for financial reporting purposes on the applicable calculation date and have been continuously partially or fully income producing for financial reporting purposes for the calendar quarter ending immediately preceding the calculation date, (b) for which an unconditional base building certificate of occupancy (or its equivalent) has been issued by the applicable Governmental Authority, (c) as to such assets which, in the immediately preceding reporting period, were classified as Non-Income Producing Properties (other than Pre-Leased Development Properties), which either (i) are leased to tenants in occupancy and the leases for such tenants in occupancy (excluding tenants under free rent periods) represent seventy-five percent (75%) or more of the rentable square footage of the applicable real property asset; or (ii) have, if not for this clause (c)(ii) , qualified as a Non-Income Producing Property for a period equal to or in excess of eighteen (18) months following the issuance of an unconditional base building certificate of occupancy and (d) as to such assets which, in the immediately preceding reporting period, were classified as Pre-Leased Development Properties, which have, if not for this clause (d) , qualified as a Non-Income Producing Property for a period equal to or in excess of six (6) months following the issuance of an unconditional base building certificate of occupancy or substantial completion of the applicable improvements ( provided that different phases of real property developments shall be treated as different assets for purposes of this determination); provided , however , that “Income Producing Properties” shall not include the revenue resulting from intra or inter-entity leases between any Borrower and any of the Subject Parties.
 “ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
 (a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
 (b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
 (c)    net obligations of such Person under any Swap Contract (as calculated below);
 (d)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business to the extent not past due for more than one hundred twenty (120) days after the date on which such trade account payable was created, unless such trade account payable is being contested in good faith);
 (e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
 (f)    the principal portion of capital leases, Synthetic Lease Obligations and all other Off-Balance Sheet Liabilities (as calculated below);
 (g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; provided , however , that such obligations shall not be considered
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 Indebtedness hereunder to the extent such redemption may be completed through the issuance by such Person of its capital stock in exchange for the Equity Interests being redeemed and such Person has elected or may still elect to issue such capital stock rather than pay other consideration in connection with such redemption;
 (h)    all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements; and
 (i)    all Guarantees of such Person in respect of any of the foregoing.
 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
 “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
 “ Indemnitees ” has the meaning specified in Section 10.04(b) .
 “ Information ” has the meaning specified in Section 10.07 .
 “ Intangible Assets ” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.
 “ Interest Expense ” means, for any period, (a) all interest expense (including, without limitation, the interest component under capital leases and with respect to Off-Balance Sheet Liabilities) of the Consolidated Parties for such period, as determined in accordance with GAAP, plus (b) all interest expense (including the interest component under capital leases and with respect to Off-Balance Sheet Liabilities), as determined in accordance with GAAP, of each Unconsolidated Affiliate multiplied by the respective Unconsolidated Affiliate Interest in each such entity; provided that the Facility Fees paid by the Borrowers during any such period shall constitute a portion of the “Interest Expense” for purposes of this definition; provided , further , that any amount of capitalized or accrued interest on the Indebtedness of any Consolidated Party shall be included in the calculation of “Interest Expense,” whether or not such amounts constitute interest expense as determined in accordance with GAAP, but except to the extent such expenses are addressed in a related construction budget or the Borrowers maintain, as of a given calculation date, availability under this Agreement equal to or in excess of twenty-five percent (25%) of the Aggregate Revolving Credit Commitments.
 “ Interest Payment Date ” means, (a) as to any Daily SOFR Rate Loan or Base Rate Loan, the first (1 st ) Business Day of each calendar month and the Maturity Date of the Facility under which such Loan was made; and (b) as to any Term SOFR Rate Loan, the last day of each Interest Period applicable to such Term SOFR Rate Loan and the Maturity Date of the Facility under which such Loan was made; provided , however , that if any Interest Period for a Term SOFR Rate Loan exceeds three months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates.
 “ Interest Period ” means, as to each Term SOFR Rate Loan, the period commencing on the date such Term SOFR Rate Loan is disbursed or converted to or continued as a Term SOFR Rate Loan and ending on the date one (1), three (3) or six (6) months thereafter or such other period of time as the Administrative Agent and the Lenders may agree, as selected by the Principal Borrower in its Loan Notice (in the case of each requested Interest Period, subject to availability); provided that:
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 (i)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
 (ii)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
 (iii)    no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.
 “ IP Rights ” has the meaning specified in Section 5.17 .
 “ IRS ” means the United States Internal Revenue Service.
 “ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).
 “ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the applicable L/C Issuer and any of the Borrowers (or any Subsidiary thereof) or in favor such L/C Issuer and relating to any such Letter of Credit.
 “ KPI Metrics Auditor ” means any auditing or consulting firm designated from time to time by the Principal Borrower (or any replacement auditor or consulting firm as designated from time to time by the Principal Borrower in respect thereof); provided , that, any such KPI Metrics Auditor (a) shall be (i) a nationally recognized auditing or consulting firm or (ii) another auditing or consulting firm designated by the Principal Borrower and identified to the Sustainability Structuring Agent, so long as the Sustainability Structuring Agent does not object to such designation pursuant to this clause (a)(ii) within five (5) Business Days after notice thereof, and (b) shall apply the ISAE 3000 verification standard or any equivalent globally recognized auditing standard for non-financial information, except for any changes to such standards and/or methodology that (i) are consistent with then generally accepted industry standards or (ii) if not so consistent, are proposed by the Principal Borrower and notified to the Sustainability Structuring Agent, so long as the Sustainability Structuring Agent does not object to such changes within five (5) Business Days after notice thereof.
 “ KPI Metrics Report ” means an annual report setting forth the calculations for the CO2 Intensity for a specific fiscal year and audited by the KPI Metrics Auditor.
 “ L/C Advance ” means, with respect to each Revolving Credit Lender, such Revolving Credit Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.
 “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.
 “ L/C Commitment ” means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit hereunder. The initial amount of each L/C Issuer’s Letter of Credit Commitment is set forth on Schedule 2.01B , or if an L/C Issuer has entered into an Assignment and Assumption or has otherwise assumed a Letter of Credit Commitment after the Closing Date, the amount set forth for such L/C Issuer as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. The Letter of Credit Commitment of an L/C Issuer may be modified from time to time by agreement between such L/C Issuer and the Borrowers, and notified to the Administrative Agent.
 “ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
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 “ L/C Issuers ” means each of Bank of America and Wells Fargo, in their capacity as issuer of Letters of Credit hereunder. Any L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the term “ L/C Issuer ” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “ L/C Issuer ” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant L/C Issuer with respect thereto.
 “ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
 “ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
 “ Lender ” has the meaning specified in the introductory paragraph hereto.
 “ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.
 “ Letter of Credit ” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.
 “ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.
 “ Letter of Credit Fee ” has the meaning specified in Section 2.03(j) .
 “ Letter of Credit Sublimit ” means an amount equal to $20,000,000.00. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.
 “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
 “ Loan ” means an extension of credit by a Lender to the Borrowers under Article II in the form of a Revolving Credit Loan, a Term A-1 Loan or a Term A-2 Loan.
 “ Loan Documents ” means this Agreement, each Note, each Issuer Document, the Guaranty, and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.03 of this Agreement.
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 “ Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Rate Loans, pursuant to Section 2.02(a) , which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Principal Borrower.
 “ Loan Parties ” means, collectively, each of the Borrowers and each Guarantor.
 “ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities or financial condition of the Consolidated Parties, taken as a whole; (b) a material impairment of the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
 “ Material Subsidiary ” means any Subsidiary to which more than ten percent (10%) of Total Asset Value or Net Income is attributable on an individual basis.
 “ Maturity Date ” means: (a) with respect to the Revolving Credit Facility, (i) January 25, 2028, or (ii) to the extent an extension is granted pursuant to Section 2.14 , July 25, 2028 or January 25, 2029, as applicable; (b) with respect to the Term A-1 Facility, (i) January 5, 2029, or (ii) to the extent an extension is granted pursuant to Section 2.14 , January 4, 2030 or January 3, 2031, as applicable; and (c) with respect to the Term A-2 Facility, (i) June 1, 2029, or (ii) to the extent an extension is granted pursuant to Section 2.14 , June 3, 2030 or June 3, 2031, as applicable; provided , however , that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
 “ Moody’s ” means Moody’s Investors Service, Inc., and any successor thereto.
 “ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA and that is subject to Title IV of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
 “ Negative Pledge ” means a provision of any agreement (other than this Agreement or any other Loan Document) that prohibits the creation of any Lien on any assets of a Person; provided , however , that an agreement that establishes a maximum ratio of unsecured debt to unencumbered assets, or of secured debt to total assets, or that otherwise conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a “Negative Pledge” for purposes of this Agreement.
 “ Net Cash Proceeds ” means the aggregate cash proceeds received by the Consolidated Parties in respect of any Equity Issuance, net of (a) direct costs (including, without limitation, legal, accounting and investment banking fees and sales commissions) and (b) taxes paid or payable as a result thereof; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received by the Consolidated Parties in any Equity Issuance.
 “ Net Income ” means, for any period, the sum of (a) net income (excluding extraordinary and non-recurring gains and losses, impairments, non-cash equity-based compensation charges, prepayment penalties, gains or losses on the sale of property and related tax effects thereto) after taxes for such period of the Consolidated Parties on a consolidated basis, as determined in accordance with GAAP, plus (b) without duplication, an amount equal to the line item “non-controlling interests,” as shown on the consolidated income statements of the Consolidated Parties, plus (c) without duplication, an amount equal to the aggregate of net income (excluding extraordinary and non-recurring gains and losses, impairments, non-cash equity-based compensation charges, prepayment penalties, gains or losses on the sale of property and related tax effects thereof) after taxes for such period, as determined in
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 accordance with GAAP, of each Unconsolidated Affiliate multiplied by the respective Unconsolidated Affiliate Interest of each such entity.
 “ Net Operating Income ” means, for any given period and with respect to any given Property or Properties, the amount equal to: (a) the sum of (i) gross revenues attributable to such Property or Properties for such period, less (ii) to the extent otherwise included in gross revenues, interest income; less (b) an amount equal to (i) operating expenses allocable to such Property or Properties (excluding any management fees accrued with respect to such Property or Properties), less (ii) to the extent included in the calculation of operating expenses, (A) total federal, state, local and foreign income, franchise, value added and similar taxes, (B) depreciation and amortization, and (C) Interest Expense.
 “ Non-Consenting Lender ” has the meaning specified in Section 10.13 .
 “ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.
 “ Non-Extension Notice Date ” has the meaning specified in Section 2.03(b) .
 “ Non-Guarantor Subsidiaries ” means, as of any date of determination, a collective reference to:
 (a)    those entities specified as “Non-Guarantor Subsidiaries” in the schedules to the Loan Documents;
 (b)    Highwoods Services and each of its Subsidiaries;
 (c)    any Subsidiary of any Loan Party (i) formed for or converted to (in accordance with the terms and conditions set forth herein) the specific purpose of holding title to assets which are collateral for Indebtedness owing by such Subsidiary and (ii) which is (or, immediately following its release as a Loan Party hereunder, shall be) expressly prohibited in writing from guaranteeing Indebtedness of any other Person pursuant to (A) a provision in any document, instrument or agreement evidencing such Indebtedness of such Subsidiary or (B) a provision of such Subsidiary’s Organization Documents, in each case, which provision was included in such Organization Document or such other document, instrument or agreement as an express condition to the extension of such Indebtedness required by the third party creditor providing the subject financing; provided that a Subsidiary meeting the above requirements shall only remain a “Non-Guarantor Subsidiary” for so long as (1) each of the above requirements are satisfied, (2) such Subsidiary does not guarantee any other Indebtedness and (3) the Indebtedness with respect to which the restrictions noted in clause (ii) are imposed remains outstanding;
 (d)    any Subsidiary of any Loan Party (i) which becomes a Subsidiary of such Loan Party following the Closing Date, (ii) which is not a Wholly Owned Subsidiary of such Loan Party, and (iii) with respect to which such Loan Party does not have sufficient voting power (and is unable, after good faith efforts to do so, to cause any necessary non-Loan Party equity holders to agree) to cause such Subsidiary to execute the Guaranty pursuant to the terms of the Loan Documents or, notwithstanding such voting power, the interests of such non-Loan Party holders have material economic value in the reasonable judgment of the Principal Borrower that would be impaired by the execution of the Guaranty; and
 (e)     any other Subsidiary of a Loan Party that is not a domestic Material Subsidiary.
 “ Non-Guarantor Subsidiary ” means any one of such entities.
 “ Non-Income Producing Properties ” means a collective reference to all Properties which do not qualify as “Income Producing Properties” (following application of subsection (c)(ii) and each other provision of the definition thereof and including, without limitation, Properties qualifying as Pre-Leased Development Properties, Acquired Properties, Speculative Land and Properties Under Development).
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 “ Note ” means a Term A-1 Note, a Term A-2 Note or a Revolving Credit Note, as the context may require.
 “ Notes Receivable ” means, all promissory notes or other similar obligations to pay money, whether secured or unsecured, which are not over thirty (30) days past due in which any Person has an interest.
 “ Obligations ” means (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, including interest and fees that accrue under the Loan Documents after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (ii) all debts, liabilities, obligations, covenants and duties of any Loan Party arising under any Swap Contract entered into by any Loan Party in connection with the Loans that is payable to any Person who was a Lender or an Affiliate of a Lender at the time such Swap Contract was entered into; provided that the “Obligations” shall exclude any Excluded Swap Obligations.
 “ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.
 “ Off-Balance Sheet Liabilities ” means, with respect to any Person as of any date of determination thereof, without duplication and to the extent not included as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP: (a) with respect to any asset securitization transaction (including any accounts receivable purchase facility) (i) the unrecovered investment of purchasers or transferees of assets so transferred and (ii) any other payment, recourse, repurchase, hold harmless, indemnity or similar obligation of such Person or any of its Subsidiaries in respect of assets transferred or payments made in respect thereof, other than limited recourse provisions that are customary for transactions of such type and that neither (x) have the effect of limiting the loss or credit risk of such purchasers or transferees with respect to payment or performance by the obligors of the assets so transferred nor (y) impair the characterization of the transaction as a true sale under applicable Laws (including Debtor Relief Laws); (b) the monetary obligations under any financing lease or so called “synthetic,” tax retention or off balance sheet lease transaction which, upon the application of any Debtor Relief Law to such Person or any of its Subsidiaries, would be characterized as indebtedness; (c) the monetary obligations under any sale and leaseback transaction which does not create a liability on the consolidated balance sheet of such Person and its Subsidiaries; or (d) any other monetary obligation arising with respect to any other transaction which (i) is characterized as indebtedness for tax purposes but not for accounting purposes in accordance with GAAP or (ii) is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheet of such Person and its Subsidiaries (for purposes of this clause (d) , any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).
 “ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
 “ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
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 “ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 10.13 ).
 “ Outbound Investment Rules ” means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the date of this Agreement, and as codified at 31 C.F.R. § 850.101 et seq.
 “ Outstanding Amount ” means (a) with respect to Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans, Term A-1 Loans and Term A-2 Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.
 “ Participant ” has the meaning specified in Section 10.06(d) .
 “ Participant Register ” has the meaning specified in Section 10.06(e) .
 “ PBGC ” means the Pension Benefit Guaranty Corporation.
 “ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, Sections 412, 430, 431, 432 and 436 of the Code an…