EX-10.1



 Exhibit 10.1 
  

 
 PUBLISHED CUSIP NUMBER: 91359FAG7

 CREDIT AGREEMENT 

Dated as of March 27, 2018 

by and among 
 UNIVERSAL HEALTH
REALTY INCOME TRUST, 
 THE LENDERS PARTY HERETO 

and 
 WELLS FARGO BANK,
NATIONAL ASSOCIATION, 
 as Administrative Agent 

BANK OF AMERICA, N.A., 
 as
Syndication Agent 
 FIFTH THIRD BANK, 

JPMORGAN CHASE BANK, N.A. 

and 
 SUNTRUST BANK, 

as Co-Documentation Agents 

WELLS FARGO SECURITIES, LLC, 

and 
 MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, 
 as Joint Lead Arrangers and Joint Bookrunners 

 
  







 TABLE OF CONTENTS 

Page 

					
	 ARTICLE I DEFINITIONS
	  	 	1	 
	 Section 1.1     Defined Terms
	  	 	1	 
	 Section 1.2     Other Definitional Provisions
	  	 	26	 
	 Section 1.3     Accounting Terms
	  	 	26	 
	 Section 1.4     Execution of Documents
	  	 	27	 
	 Section 1.5     Time References
	  	 	27	 
		
	 ARTICLE II LOANS; AMOUNTS AND TERMS
	  	 	27	 
	 Section 2.1     Revolving Loans
	  	 	27	 
	 Section 2.2     Revolving Facility Increase
	  	 	29	 
	 Section 2.3     Letters of Credit
	  	 	30	 
	 Section 2.4     Fees
	  	 	34	 
	 Section 2.5     Commitment Reductions
	  	 	35	 
	 Section 2.6     Prepayments
	  	 	35	 
	 Section 2.7     Default Rate and Payment Dates
	  	 	36	 
	 Section 2.8     Conversion Options
	  	 	37	 
	 Section 2.9     Swingline Loan Subfacility
	  	 	37	 
	 Section 2.10   Computation of Interest and Fees; Usury
	  	 	39	 
	 Section 2.11   Pro Rata Treatment and Payments
	  	 	40	 
	 Section 2.12   Non-Receipt of Funds by the Agent
	  	 	42	 
	 Section 2.13   Inability to Determine Interest Rate
	  	 	43	 
	 Section 2.15   Compensation for Losses
	  	 	45	 
	 Section 2.16   Taxes
	  	 	46	 
	 Section 2.17   Indemnification; Nature of Issuing Lender’s Duties
	  	 	49	 
	 Section 2.18   Illegality
	  	 	50	 
	 Section 2.19   Mitigation; Replacement of Lenders
	  	 	51	 
	 Section 2.20   Cash Collateral
	  	 	52	 
	 Section 2.21   Defaulting Lenders
	  	 	53	 
	 Section 2.22   Extension of Maturity Date
	  	 	55	 
		
	 ARTICLE III REPRESENTATIONS AND WARRANTIES
	  	 	56	 
	 Section 3.1     Corporate Existence
	  	 	56	 
	 Section 3.2     Subsidiaries; Unconsolidated Affiliates
	  	 	56	 
	 Section 3.3     Authority, Etc
	  	 	56	 
	 Section 3.4     Binding Effect Of Documents, Etc.
	  	 	57	 
	 Section 3.5     No Events Of Default, Etc.
	  	 	57	 
	 Section 3.6     Title to Properties; Leases
	  	 	57	 
	 Section 3.7     Financial Statements
	  	 	57	 
	 Section 3.8     No Material Changes; No Internal Control Event, Full
Disclosure, Etc.
	  	 	58	 
	 Section 3.9     Permits; Patents; Copyrights
	  	 	58	 
	 Section 3.10   Litigation
	  	 	58	 
	 Section 3.11   Compliance With Other Instruments, Laws, Etc.
	  	 	58	 
	 Section 3.12   Tax Status; REIT Status
	  	 	58	 
	 Section 3.13   Investment Company Act
	  	 	59	 
	 Section 3.14   Absence of Financing Statements, Etc.
	  	 	59	 


  
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	 Section 3.15   Certain Transactions
	  	 	59	 
	 Section 3.16   Pension Plans
	  	 	59	 
	 Section 3.17   Margin Regulations
	  	 	59	 
	 Section 3.18   Environmental Matters
	  	 	60	 
	 Section 3.19   Use of Proceeds
	  	 	61	 
	 Section 3.20   Indebtedness
	  	 	61	 
	 Section 3.21   Solvency
	  	 	61	 
	 Section 3.22   Investments
	  	 	61	 
	 Section 3.23   Labor Matters
	  	 	61	 
	 Section 3.24   Accuracy and Completeness of Information
	  	 	61	 
	 Section 3.25   Material Contracts
	  	 	62	 
	 Section 3.26   Insurance
	  	 	62	 
	 Section 3.27   Anti-Terrorism; Anti-Corruption and Sanctions
	  	 	62	 
	 Section 3.28   Security Documents
	  	 	62	 
		
	 ARTICLE IV CONDITIONS PRECEDENT
	  	 	63	 
	 Section 4.1     Conditions Precedent to Closing
	  	 	63	 
	 Section 4.2     Conditions To Loans
	  	 	65	 
		
	 ARTICLE V COVENANTS OF THE COMPANY
	  	 	66	 
	 Section 5.1     Punctual Payment
	  	 	66	 
	 Section 5.2     Legal Existence, Etc.
	  	 	67	 
	 Section 5.3     Financial Statements, Etc.
	  	 	67	 
	 Section 5.4     Health Care Facilities - Financial Statements,
Etc.
	  	 	69	 
	 Section 5.5     Financial Covenants
	  	 	70	 
	 Section 5.6     [Reserved]
	  	 	70	 
	 Section 5.7     [Reserved]
	  	 	70	 
	 Section 5.8     [Reserved]
	  	 	70	 
	 Section 5.9     Indebtedness
	  	 	70	 
	 Section 5.10   Security Interests and Liens; Negative Pledge
	  	 	72	 
	 Section 5.11   No Further Negative Pledge; No Restrictive Agreements
	  	 	72	 
	 Section 5.12   Guarantees
	  	 	73	 
	 Section 5.13   Notice of Litigation And Judgments
	  	 	73	 
	 Section 5.14   Notice of Defaults; Material Adverse Effect
	  	 	73	 
	 Section 5.15   Notices With Regard to Health Care Operators
	  	 	74	 
	 Section 5.16   Books and Records
	  	 	74	 
	 Section 5.17   Maintenance of Properties
	  	 	74	 
	 Section 5.18   Insurance
	  	 	74	 
	 Section 5.19   Taxes
	  	 	75	 
	 Section 5.20   Compliance With Laws, Contracts, and Licenses
	  	 	75	 
	 Section 5.21   Access
	  	 	75	 
	 Section 5.22   ERISA Compliance
	  	 	76	 
	 Section 5.23   Reserves
	  	 	76	 
	 Section 5.24   Distributions
	  	 	76	 
	 Section 5.25   Investments
	  	 	76	 
	 Section 5.26   Mortgage Loans
	  	 	77	 
	 Section 5.27   Construction Loans
	  	 	77	 
	 Section 5.28   Environmental Audits
	  	 	78	 


  
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	 Section 5.29   Merger, Consolidation and Disposition of Assets
	  	 	78	 
	 Section 5.30   Sale and Leaseback
	  	 	79	 
	 Section 5.31   Use of Proceeds
	  	 	79	 
	 Section 5.32   Fiscal Year; Organizational Documents; Material Contracts
	  	 	79	 
	 Section 5.33   Guarantors
	  	 	79	 
	 Section 5.34   Pledged Assets
	  	 	80	 
	 Section 5.35   Further Assurances
	  	 	80	 
	 Section 5.36   Transactions with Affiliates
	  	 	80	 
		
	 ARTICLE VI [RESERVED]
	  	 	80	 
		
	 ARTICLE VII EVENTS OF DEFAULT; ACCELERATION
	  	 	80	 
	 Section 7.1     Events of Default
	  	 	80	 
	 Section 7.2     Acceleration; Remedies
	  	 	83	 
		
	 ARTICLE VIII THE ADMINISTRATIVE AGENT
	  	 	83	 
	 Section 8.1     Appointment and Authority
	  	 	83	 
	 Section 8.2     Nature of Duties
	  	 	83	 
	 Section 8.3     Exculpatory Provisions
	  	 	84	 
	 Section 8.4     Reliance by Agent
	  	 	84	 
	 Section 8.5     Notice of Default
	  	 	85	 
	 Section 8.6     Non-Reliance on Agent and Other Lenders
	  	 	85	 
	 Section 8.7     Indemnification
	  	 	85	 
	 Section 8.8     Agent in Its Individual Capacity
	  	 	86	 
	 Section 8.9     Successor Agent
	  	 	86	 
	 Section 8.10   Collateral and Guaranty Matters
	  	 	87	 
	 Section 8.11   Bank Products
	  	 	87	 
		
	 ARTICLE IX MISCELLANEOUS
	  	 	87	 
	 Section 9.1     Amendments, Waivers and Consents
	  	 	87	 
	 Section 9.2     Notices
	  	 	89	 
	 Section 9.3     No Waiver; Cumulative Remedies
	  	 	91	 
	 Section 9.4     Survival of Representations and Warranties
	  	 	91	 
	 Section 9.5     Payment of Expenses and Taxes; Indemnity
	  	 	92	 
	 Section 9.6     Successors and Assigns; Participations
	  	 	93	 
	 Section 9.7     Right of Set-off; Sharing of Payments
	  	 	97	 
	 Section 9.8     Table of Contents and Section Headings
	  	 	98	 
	 Section 9.9     Counterparts; Effectiveness; Electronic Execution
	  	 	98	 
	 Section 9.10   Severability
	  	 	99	 
	 Section 9.11   Integration
	  	 	99	 
	 Section 9.12   Governing Law
	  	 	99	 
	 Section 9.13   Consent to Jurisdiction; Service of Process and Venue
	  	 	99	 
	 Section 9.14   Confidentiality
	  	 	100	 
	 Section 9.15   Acknowledgments
	  	 	101	 
	 Section 9.16   Waivers of Jury Trial
	  	 	101	 
	 Section 9.17   Patriot Act Notice
	  	 	101	 
	 Section 9.18   Resolution of Drafting Ambiguities
	  	 	101	 
	 Section 9.19   Continuing Agreement
	  	 	102	 
	 Section 9.20   Press Releases and Related Matters
	  	 	102	 


  
 iii 









					
	 Section 9.21   No Advisory or Fiduciary Responsibility
	  	 	102	 
	 Section 9.22   Responsible Officers
	  	 	103	 
	 Section 9.23   Acknowledgment and Consent to Bail-In of EEA Financial
Institutions
	  	 	103	 
	 Section 9.24   Certain ERISA Matters
	  	 	103	 


  
 iv 








 EXHIBITS AND SCHEDULES 

 

			
	Exhibit 1.1(a)	 	Form of Account Designation Letter
	Exhibit 1.1(b)	 	Form of Assignment and Assumption
	Exhibit 1.1(c)	 	Form of Bank Product Provider Notice
	Exhibit 1.1(d)	 	Form of Notice of Borrowing
	Exhibit 1.1(e)	 	Form of Notice of Conversion/Extension
	Exhibit 1.1(f)	 	Form of Subsidiary Guaranty
	Exhibit 2.1(a)	 	Form of Funding Indemnity Letter
	Exhibit 2.1(e)	 	Form of Revolving Note
	Exhibit 2.6(a)	 	Form of Notice of Prepayment
	Exhibit 2.9(d)	 	Form of Swingline Note
	Exhibit 4.1(p)	 	Form of Solvency Certificate
	Exhibit 4.1(t)	 	Form of Patriot Act Certificate
	Exhibit 5.3(d)	 	Form of Compliance Certificate
		
	Schedule 1.1	 	Existing Letters of Credit
	Schedule 2.1(a)	 	Commitments
	Schedule 3.1	 	Corporate Existence
	Schedule 3.2	 	Subsidiaries; Unconsolidated Affiliates; Capital Structure
	Schedule 3.6	 	Title to Properties; Leases
	Schedule 3.18	 	Environmental Matters
	Schedule 3.25	 	Material Contracts
	Schedule 3.26	 	Insurance
	Schedule 5.9	 	Indebtedness
	Schedule 5.10(f)	 	Liens
	Schedule 5.25(e)	 	Existing Investments


  
 v 








 CREDIT AGREEMENT 

This CREDIT AGREEMENT is made as of March 27, 2018 among UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment
trust organized under the laws of the State of Maryland and having its principal place of business at 367 South Gulph Road, King of Prussia, Pennsylvania 19406 (the “Company”), the financial institutions from time to time party
hereto (individually, a “Lender” and collectively, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Agent”). 

BACKGROUND 
 A. The
Company has requested that the Lenders provide a $300 million revolving credit facility for the purposes hereinafter set forth; 
 B.
The Lenders have agreed to make the requested revolving credit facility available to the Company on the terms and conditions hereinafter set forth; 

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 

DEFINITIONS 

Section 1.1 Defined Terms. 

The following terms shall have the meanings set forth in this Article I or elsewhere in the provisions of this Agreement referred to
below: 
 “Account Designation Letter” shall mean the Notice of Account Designation Letter dated as of the Closing Date from
the Company to the Agent substantially in the form of Exhibit 1.1(a). 
 “Acquisition Property” shall mean any
improved, income producing Property owned by the Company or any of its Subsidiaries for fewer than four complete fiscal quarters, unless the Company has made a one-time election in writing to the Agent to
treat such Property as a Health Care Facility (and no longer treat such Property as an Acquisition Property). 
 “Administrative
Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Agent. 
 “Affiliate” shall
mean as to any Person, any other Person (excluding any Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, (i) a Person shall be deemed to
be “controlled by” a Person if such Person possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) to direct or
cause the direction of the management and policies of such Person whether by contract or otherwise and (ii) any Unconsolidated Affiliate shall be deemed an Affiliate. Notwithstanding the foregoing, neither the Agent nor any Lender shall be
deemed an affiliate of the Company solely by reason of the relationship created by the Loan Documents. 







 “Agent” shall have the meaning set forth in the preamble hereto and shall
include any successors in such capacity. 
 “Agreement” shall mean this Credit Agreement, including the Exhibits and
Schedules hereto, as originally executed, or if this Agreement is amended, restated, modified, varied or supplemented from time to time, as so amended, restated, modified, varied or supplemented. 

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Company or its
Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder and the U.K. Bribery Act
2010 and the rules and regulations thereunder. 
 “Anti-Money Laundering Laws” shall mean any and all laws, statutes,
regulations or obligatory government orders, decrees, ordinances or rules applicable to a Credit Party, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision of the Patriot Act and The
Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959). 

“Applicable Law” shall mean all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties,
regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators. 

“Applicable Margin” shall mean, for any day, the rate per annum set forth below opposite the applicable Level then in effect,
it being understood that the Applicable Margin for (a) Loans that are Base Rate Loans shall be the percentage set forth under the column “Base Rate Margin”, (b) Loans that are LIBOR Rate Loans or Swingline Loans shall be the
percentage set forth under the column “LIBOR Rate Margin”, (c) the Letter of Credit Fee shall be the percentage set forth under the column “Letter of Credit Fee” and (d) the Facility Fee shall be the percentage set
forth under the column “Facility Fee”: 
  

											
	 Level
	  	 Total Leverage Ratio
	  	Base Rate
Margin	  	 LIBOR Rate

Margin
	  	 Letter of

Credit Fee
	  	 Facility

Fee

	I	  	less than 35%	  	10.0 bps	  	110.0 bps	  	110.0 bps	  	15.0 bps
	II	  	greater than or equal to 35% but less than 40%	  	15.0 bps	  	115.0 bps	  	115.0 bps	  	20.0 bps
	III	  	greater than or equal to 40% but less than 45%	  	20.0 bps	  	120.0 bps	  	120.0 bps	  	20.0 bps
	IV	  	greater than or equal to 45% but less than 50%	  	25.0 bps	  	125.0 bps	  	125.0 bps	  	25.0 bps
	V	  	greater than or equal to 50% but less than 55%	  	30.0 bps	  	130.0 bps	  	130.0 bps	  	30.0 bps
	VI	  	greater than or equal to 55%	  	35.0 bps	  	135.0 bps	  	135.0 bps	  	35.0 bps

 The Applicable Margin shall, in each case, be determined and adjusted quarterly on the date five
(5) Business Days after the date on which the Agent has received from the Company the financial information and the certifications required to be delivered to the Agent and the Lenders in accordance


  
 2 








 
with the provisions of Sections 5.3(a), (b), (d) and (e) (each an “Interest Rate Determination Date”). Such Applicable Margin shall be effective from such Interest Rate
Determination Date until the next such Interest Rate Determination Date. The initial Applicable Margins shall be based on Level III and shall remain at such level until the first Interest Rate Determination Date occurring after the delivery of
the officer’s compliance certificate pursuant to Section 5.3(d) for the quarter ended March 31, 2018. After the Closing Date, if the Company shall fail to provide the financial information or certifications in accordance with the
provisions of Sections 5.3(a), (b), (d) and (e), the Applicable Margin shall, on the date five (5) Business Days after the date by which the Company was so required to provide such financial information or certifications to the Agent and
the Lenders, be based on Level VI until such time as such information or certifications or corrected information or corrected certificates are provided, whereupon the Level shall be determined by the then current Total Leverage Ratio.
In the event that any financial information or certification provided to the Agent in accordance with the provisions of Sections 5.3(a), (b), (d) and (e) is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in
effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such
Applicable Period, the Company shall immediately (a) deliver to the Agent a corrected compliance certificate for such Applicable Period, (b) determine the Applicable Margin for such Applicable Period based upon the corrected compliance
certificate, and (c) immediately pay to the Agent for the benefit of the Lenders the accrued additional interest and other fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly
distributed by the Agent to the Lenders entitled thereto. It is acknowledged and agreed that nothing contained herein shall limit the rights of the Agent and the Lenders under the Loan Documents, including their rights under Sections 2.7 and 7.1.

 “Applicable Percentage” shall mean, with respect to any Lender, the percentage of the total Revolving Commitments
represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentage shall be determined based on the Revolving Commitments most recently in effect, giving effect to any
assignments. 
 “Applicable Swingline Lender” shall mean one of the Swingline Lenders chosen by the Company for a specific
Swingline Loan. 
 “Approved Fund” shall mean any Fund that is administered, managed or underwritten 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” shall mean WFS and Merrill Lynch, Pierce, Fenner & Smith Incorporated or its designated affiliate, in
their capacity as joint lead arrangers and joint bookrunners, and their respective successors. 
 “Assignment and
Assumption” shall mean 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 9.6), and accepted by the Agent, in substantially the form of
Exhibit 1.1(b) or any other form approved by the Agent. 

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by
the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” shall mean, 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. 

  
 3 








 “Bank of America” shall mean Bank of America, N.A., a national banking
association, together with its successors and/or assigns. 
 “Bank Product” shall mean any of the following products,
services or facilities extended to any Credit Party or any Subsidiary by any Bank Product Provider: (a) Cash Management Services; (b) products under any Hedging Agreement; and (c) commercial credit card, purchase card and merchant
card services; provided, however, that for any of the foregoing to be included as “Credit Party Obligations” for purposes of a distribution under Section 2.11(b), the applicable Bank Product Provider must have previously
provided a Bank Product Provider Notice to the Agent which shall provide the following information: (i) the existence of such Bank Product and (ii) the maximum dollar amount (if reasonably capable of being determined) of obligations
arising thereunder (the “Bank Product Amount”). The Bank Product Amount may be changed from time to time upon written notice to the Agent by the Bank Product Provider. Any Bank Product established from and after the time that the
Lenders have received written notice from the Company or the Agent that an Event of Default exists, until such Event of Default has been waived in accordance with Section 9.1, shall not be included as “Credit Party Obligations” for
purposes of a distribution under Section 2.11(b). 
 “Bank Product Provider” shall mean any Person that provides Bank
Products to a Credit Party or any Subsidiary to the extent that (a) such Person is a Lender, an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a Lender) at the time it entered into the Bank Product but has
ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under this Agreement or (b) such Person is a Lender or an Affiliate of a Lender on the Closing Date and the Bank Product was entered into on or prior to the Closing Date (even
if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender). 
 “Bank Product Provider
Notice” shall mean a notice substantially in the form of Exhibit 1.1(c). 
 “Bankruptcy
Code” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time. 

“Bankruptcy Event” shall mean any of the events described in Section 7.1(f). 

“Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the sum of (i) LIBOR (as determined pursuant to the definition of LIBOR), for an Interest Period of one (1) month commencing on such day
plus (ii) 1.00%, in each instance as of such date of determination. For purposes hereof: “Prime Rate” shall mean, at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by
Wells Fargo at its principal office in Charlotte, North Carolina as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that
the rate announced publicly by Wells Fargo as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks; and “Federal Funds Effective Rate” shall mean, for
any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Agent from three federal funds brokers of recognized standing selected by it. If for any
reason the Agent shall have determined (which determination shall be conclusive in the absence of 

  
 4 








 
manifest error) (A) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Agent to obtain sufficient quotations in
accordance with the terms above or (B) that the Prime Rate or LIBOR no longer accurately reflects an accurate determination of the prevailing Prime Rate or LIBOR, the Agent may select a reasonably comparable replacement index or source to use
as one of the bases for determining the Base Rate, until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in any of the foregoing will become effective on the effective date of such change
in the Federal Funds Effective Rate, the Prime Rate or LIBOR for an Interest Period of one (1) month. Notwithstanding anything contained herein to the contrary, (x) to the extent that the provisions of Section 2.13 shall be in effect
in determining LIBOR, the Base Rate shall be the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (y) in the event that the Base Rate is less
than zero (0), the Base Rate shall be deemed to be zero (0). 
 “Base Rate Loans” shall mean Revolving Loans that bear
interest based on the Base Rate. 
 “Business” shall have the meaning set forth in Section 3.18. 

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North
Carolina or New York, New York are authorized or required by law to close, it being recognized that a Business Day relating to interest calculated or payable by the reference to the LIBOR Rate shall also exclude any day on which banks in London,
England are not open for dealings in Dollar deposits in the London interbank market. 
 “Capital Lease” shall mean any
lease of property, real or personal, the obligations with respect to which are required to be capitalized on a balance sheet of the lessee in accordance with GAAP. 

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Agent, for the benefit of the Agent, the
applicable Issuing Lender or Applicable Swingline Lender, as the case may be, and the Lenders, as collateral for LOC Obligations, obligations in respect of Swingline Loans, or obligations of Lenders to fund participations in respect of either
thereof (as the context may require), cash or deposit account balances or, if the applicable Issuing Lender or Applicable Swingline Lender benefiting from such collateral shall agree in its sole discretion, other credit support, in each case
pursuant to documentation in form and substance satisfactory to (a) the Agent and (b) the applicable Issuing Lender or the Applicable Swingline Lender, as the case may be. “Cash Collateral” shall have a meaning correlative
to the foregoing and shall include the proceeds of such cash collateral and other credit support. 
 “Cash Management
Services” shall mean any services provided from time to time to any Credit Party or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse,
controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services and all other treasury and cash management services. 

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980. 

“Change in Law” shall mean 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


  
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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 or issued. 
 “Closing Date” shall mean the date of this
Agreement. 
 “Code” shall mean the Internal Revenue Code of 1986, as amended. 

“Collateral” shall mean a collective reference to the collateral which is identified in, and at any time will be covered by,
the Security Documents. 
 “Company” shall have the meaning set forth in the preamble hereto. 

“Commitment” shall mean the Revolving Commitments, the LOC Commitment and the Swingline Commitment, individually or
collectively, as appropriate. 
 “Commitment Period” shall mean (a) with respect to Revolving Loans and Swingline
Loans, the period from and including the Closing Date to but excluding the Maturity Date and (b) with respect to Letters of Credit, the period from and including the Closing Date to but excluding the Letter of Credit Expiration Date. 

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.). 

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however
denominated) or that are franchise Taxes or branch profits Taxes. 
 “Consolidated Subsidiary” shall mean, as of any date,
any Subsidiary or other entity the results of whose operations are, for financial accounting purposes, consolidated with the results of the operations of the Company and its other Consolidated Subsidiaries in accordance with GAAP. 

“Construction-in-Process” shall mean cash
expenditures for land and improvements with respect to Development Properties determined in accordance with GAAP. 
 “Construction
Loans” shall mean secured loans from time to time made by the Company or any of its Consolidated Subsidiaries to various borrowers the proceeds of which are designated for the construction of Health Care Facilities or for the acquisition of
real estate and the construction thereon of Health Care Facilities. 
 “Contractual Obligation” shall mean, as to any
Person, any provision of any security issued by such Person or of any contract, agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound. 

“Credit Party” shall mean any of the Company or the Guarantors. 

“Credit Party Obligations” shall mean, without duplication, (a) the Obligations and (b) for purposes of the
Security Documents and the Subsidiary Guaranty and all provisions under the other Loan Documents relating to the Collateral, the sharing thereof and/or payments from proceeds of the Collateral, all Bank Product Debt (other than any Excluded Swap
Obligation). 

  
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 “Debtor Relief Laws” shall mean 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. 
 “Default” shall mean any event which but for the giving of notice or the lapse of time or both would constitute
an Event of Default. 
 “Default Rate” shall mean (a) when used with respect to the Obligations, other than Letter of
Credit Fees, an interest rate equal to (i) for Base Rate Loans (A) the Base Rate plus (B) the Applicable Margin applicable to Base Rate Loans plus (C) 2.00% per annum and (ii) for LIBOR Rate Loans, (A) the
LIBOR Rate plus (B) the Applicable Margin applicable to LIBOR Rate Loans plus (C) 2.00% per annum, (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin applicable to Letter of Credit
Fees plus 2.00% per annum and (c) when used with respect to any other fee or amount due hereunder, a rate equal to the Applicable Margin applicable to Base Rate Loans plus 2.00% per annum. 

“Defaulting Lender” shall mean, subject to Section 2.21(g), any Lender that (a) has failed to (i) fund all or
any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Agent and the Company in writing that such failure is the result of such Lender’s determination that
one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Agent, any Issuing Lender, any
Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due unless subject to a good
faith dispute, (b) has notified the Company, the Agent or any Issuing Lender or Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such
writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with
any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Agent or the Company, to confirm in writing to the Agent and
the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Agent and the
Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a
capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender 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 so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Agent that a Lender is a
Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(g)) upon delivery of written notice of such
reasonable determination to the Company, each Issuing Lender, each Swingline Lender and each Lender. 

  
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 “Development Property” shall mean any Property owned by the Company or any of
its Consolidated Subsidiaries on which the construction of new buildings constituting a Health Care Facility has been commenced and is continuing (or has recently been completed until such time as the Company has made an election in writing to the
Agent to treat such Property as a Health Care Facility (and no longer treat such Property as a Development Property)). 

“Distribution” shall mean (i) the declaration or payment of any dividend on or in respect of any shares of any class of
capital stock of the Company or any Subsidiary other than dividends payable solely in shares of common stock of the Company or such Subsidiary; (ii) the purchase, redemption, or other retirement of any shares of any class of capital stock of
the Company or any Subsidiary directly or indirectly or otherwise; (iii) the return of capital by the Company or any Subsidiary to its shareholders as such; or (iv) any other distribution on or in respect of any shares of any class of
capital stock of the Company or any Subsidiary. 
 “Dollars” or “$” shall mean dollars in lawful currency
of the United States of America. 
 “Domestic Subsidiary” shall mean any Subsidiary that is organized and existing under
the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia. 
 “Drawdown
Date” shall mean (i) with respect to a Loan, the date on which any Loan is made or is to be made and (ii) with respect to a Letter of Credit, the date any Letter of Credit is issued or extended. 

“EBITDA” shall mean, for any fiscal period, with respect to the Company and its Consolidated Subsidiaries, the sum of
(i) Net Income for such period plus (ii) expenses for interest on Indebtedness and for Facility Fees, Letter of Credit Fees and any other fees in connection with the borrowing of money or the maintenance of letters of credit by such
Person, plus (iii) depreciation and amortization plus (iv) transaction costs and write-offs of fees and expenses relating to the transactions contemplated under this Agreement, in each case determined for such period in accordance with
GAAP but excluding, in any event, the impact of gains and losses from extraordinary items, write-offs of straight-line rent related to sold assets, asset sales (including the sale of real estate) or
write-ups/write-downs and forgiveness of indebtedness. The Company’s and its Consolidated Subsidiaries’ pro rata share (based on their percentage ownership interest) of the foregoing components for
Unconsolidated Affiliates will be included in the calculation of EBITDA. 
 “EEA Financial Institution” shall mean
(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” shall mean any of the member states of the European
Union, Iceland, Liechtenstein, and Norway. 
 “EEA Resolution Authority” shall mean 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 credit institution or investment firm established in any EEA Member Country. 

  
 8 








 “Eligible Assignee” shall mean (a) a Lender, (b) an Affiliate of a
Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by (i) the Agent, (ii) in the case of any assignment of a Revolving Commitment, the applicable Issuing Lender and (iii) unless an
Event of Default has occurred and is continuing, the Company (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (A) any Credit
Party or any of the Credit Party’s Affiliates or Subsidiaries or (B) any Defaulting Lender or any Subsidiary of a Defaulting Lender or any Person who, upon becoming a Lender hereunder would constitute a Defaulting Lender. 

“Eligible Ground Lease” shall mean, at any time, a lease (a) under which the Company or a Guarantor is the lessee or
holds equivalent rights and is the fee owner of the improvements or has a valid lease in existing improvements located thereon, (b) except as otherwise noted in the proviso below, that has a remaining term of not less than thirty
(30) years (including the initial term and any additional extension options that are solely at the option of such Credit Party), (c) under which any required rental payment, principal or interest payment or other payment due under such lease
from the Company or from such Guarantor to the ground lessor is not more than sixty (60) days past due and any required rental payment, principal or interest payment or other payment due to the Company or such Guarantor under any sublease of
the applicable real property lessor is not more than sixty (60) days past due, (d) where no party to such lease is subject to a then continuing Bankruptcy Event, and (e) such ground lease (or a related document executed by the
applicable ground lessor) contains customary provisions protective of any lender to the lessee; provided that, a ground lease with a remaining term of less than thirty (30) years but greater than twenty (20) years (in each case,
including the initial term and any additional extension options that are solely at the option of such Credit Party) (each a “Specified Ground Lease”) shall nonetheless be deemed to satisfy the requirement of clause (b) above
but in no event shall the portion of Unencumbered Asset Value attributable to all Unencumbered Assets which are subject to Specified Ground Leases exceed 10% of Unencumbered Asset Value at any time. 

“Environmental Laws” shall mean any and all applicable foreign, Federal, state, local or municipal laws, rules, orders,
regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirement of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human
health or the environment, as now or may at any time be in effect during the term of this Agreement. 
 “Equity Interests”
shall mean (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in
the case of a partnership, partnership interests (whether general, preferred or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers or could confer on a
Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, without limitation, options, warrants and any other “equity security” as defined in
Rule 3a11-1 of the Exchange Act. 
 “Equity Issuance” shall mean any issuance
by the Company or any Subsidiary to any Person of (a) shares of its Equity Interests, (b) any shares of its Equity Interests pursuant to the exercise of options or warrants, (c) any shares of its Equity Interests pursuant to the
conversion of any debt securities to equity or (d) any options or warrants relating to its Equity Interests. 

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, as amended
from time to time. 
 “ERISA Affiliate” shall mean any Person which is treated as a single employer with the Company under
Section 414 of the Code. 

  
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 “Eurodollar Reserve Percentage” shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for a
member bank of the Federal Reserve System in New York City. 
 “EU Bail-In Legislation
Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor thereto), as in effect from time to time. 

“Event of Default” shall mean any event described in Article VII hereof. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

“Excluded Swap Obligation” shall mean, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all
or a portion of the liability of such Credit Party for or the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any liability or 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 Credit Party’s failure for any reason to constitute
an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such Credit Party or the grant of such security interest becomes effective with
respect to such Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Credit Party, including under Section 15 of
the Subsidiary Guaranty). 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 illegal for the reasons identified in the immediately preceding sentence of this definition. 
 “Excluded
Subsidiary” shall mean (a) each of those Subsidiaries identified as an Excluded Subsidiary on sub-part A of Schedule 3.2 attached hereto, (b) any other Subsidiary that is acquired or
formed following the Closing Date and designated by the Company at any time thereafter as an Excluded Subsidiary or (c) any Subsidiary that was a Subsidiary Guarantor but is subsequently designated by the Company as an Excluded Subsidiary
pursuant to the terms of Section 5.33(b), in the case of each of clauses (a), (b) and (c) only to the extent such Subsidiary (i) is organized as a single purpose entity, (ii) owns directly one or more Health
Care Facilities and (iii) is a party to, or in connection with being designated as an Excluded Subsidiary will incur, Non-Recourse Debt (including Non-Recourse Debt
of the type described in clause (y) of the definition thereof) the terms of which do (or will) not permit such Subsidiary to be a Guarantor hereunder or would cause such Subsidiary to be in default of such obligation as a result of becoming a
Guarantor hereunder; provided, further that, upon any Subsidiary Guarantor being designated as an Excluded Subsidiary in accordance with the provisions of Section 5.33(b), (x) such Subsidiary shall be released
from all of its obligations under the Subsidiary Guaranty and the Pledge Agreement and shall no longer be a Subsidiary Guarantor hereunder or under the other Loan Documents and (y) the Equity Interests of such Subsidiary shall be released from
the pledge under the Pledge Agreement. 
 “Excluded Taxes” shall mean any of the following Taxes imposed on or with respect
to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured 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, 

  
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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) backup withholding tax imposed under Section 3406 of the Code on amounts payable to a Lender other than a Foreign Lender, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Company under
Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender pursuant to an Applicable Law in effect at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Company with respect to such withholding tax pursuant to
Section 2.16, (d) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 2.16(e) and (e) any United States federal withholding Taxes imposed under FATCA.

 “Existing Letters of Credit” shall mean those certain letters of credit set forth on
Schedule 1.01 attached hereto. 
 “Extension of Credit” shall mean, as to any Lender, the making
of a Loan by such Lender, any conversion of a Loan from one Type to another Type, any extension of any Loan or the issuance, extension or renewal of, or participation in, a Letter of Credit or Swingline Loan by such Lender. 

“Facility Fee” shall have the meaning set forth in Section 2.4(a). 

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any
applicable intergovernmental agreements entered into in connection with the implementation of the foregoing (including any legislation, rules or practices adopted pursuant to any such intergovernmental agreement). 

“FCPA” has the meaning set forth in Section 3.27(b). 

“Facility Cash Flow Available for Debt Service” shall mean for any fiscal period of an owner or operator of a Health Care
Facility, the Net Income of such Person plus (i) expenses for interest on Indebtedness and for Facility Fees, Letter of Credit Fees and any other fees in connection with the borrowing of money by such person plus (ii) depreciation and
amortization plus (iii) rental expenses plus (iv) management fees plus (v) intercompany interest expenses, in each case to the extent attributable to such Health Care Facility and determined for such period and in accordance with
GAAP. 
 “Facility Coverage Ratio” shall mean for any fiscal period of an owner or operator of a Health Care Facility, the
ratio of (a) Facility Cash Flow Available for Debt Service attributable to such Health Care Facility to (b) interest expense plus current maturities of long-term Indebtedness plus rental expense, in
each case to the extent attributable to such Health Care Facility and determined for such period and in accordance with GAAP. 

“Federal Funds Effective Rate” shall have the meaning set forth in the definition of Base Rate. 

“Fee Letters” shall mean each of (i) the letter agreement dated February 16, 2018, addressed to the Company from
Wells Fargo and WFS, as amended, modified, extended, restated, replaced, or supplemented from time to time and (ii) the letter agreement dated February 16, 2018, addressed to the Company from Bank of America and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as amended, modified, extended, restated, replaced, or supplemented from time to time. 

  
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 “Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the
ratio of (i) EBITDA for the four consecutive fiscal quarter period then ended to (ii) Total Fixed Charges for the four consecutive fiscal quarter period then ended. 

“Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the
Company 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. 

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary. 

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such
Defaulting Lender’s Applicable Percentage of the outstanding LOC Obligations with respect to Letters of Credit issued by such Issuing Lender other than LOC 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, and (b) with respect to any Swingline Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swingline Loans made by such Swingline
Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. 

“Fund” shall mean 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 business. 
 “GAAP”
shall mean generally accepted accounting principles as in effect from time to time in the United States, applied in a manner consistent with those used in preparing the financial statements delivered to the Agent prior to the Closing Date,
subject, however, in the case of determination of compliance with the financial covenants set forth in Section 5.5 to the provisions of Section 1.3. 

“Government Acts” shall have the meaning set forth in Section 2.17(a). 

“Governmental Authority” shall mean the government of the United States of America 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). 

“Guarantor” shall mean each Subsidiary of the Company that executes the Subsidiary Guaranty on the Closing Date and any
Subsidiary that executes and/or joins the Subsidiary Guaranty from time to time. 
 “Health Care Facility” or
“Health Care Facilities” shall mean, individually or collectively as appropriate, real estate and improvements thereon used exclusively or primarily for the delivery of health or human services, including but not limited to
hospitals, clinics, long term care facilities, custodial care facilities (including but not limited to childcare centers), congregate care facilities, assisted living facilities, surgery centers and medical office buildings. 

“Hedging Agreements” shall mean, with respect to any Person, any agreement entered into to protect such Person against
fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency
exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements. 

  
 12 








 “Incremental Increase Amount” shall have the meaning set forth in
Section 2.2(a). 
 “Indebtedness” shall mean, without duplication, with respect to any Person, all indebtedness,
liabilities and other obligations of such Person which would, in accordance with GAAP, be classified upon a balance sheet of such Person as liabilities but in any event including: 

(a) all debt and similar monetary obligations, whether direct or indirect, including, without limitation, all obligations of
such Person for borrowed money or with respect to deposits or advances of any kind and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; 

(b) all guaranties of such Person, endorsements and other contingent liabilities and other obligations of such Person, whether
direct or indirect in respect of indebtedness of others, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies or services for the purpose of enabling the debtor to make
payment of the indebtedness held by such owner or otherwise, and any obligations to reimburse the issuer in respect of any letters of credit; 

(c) all liabilities and other obligations to the extent not, included in clause (a) above secured by any mortgage, lien,
pledge, charge, security interest or other encumbrance in respect of property owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligations; 

(d) all indebtedness, liabilities and other obligations of such Person arising under any conditional sale or other title
retention agreement, whether or not the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property; 

(e) all indebtedness, liabilities and other obligations of such Person in respect of capitalized leases of real and personal
property; 
 (f) all cash obligations of such Person then due under Hedging Agreements; 

(g) the principal balance outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product plus any accrued interest thereon (excluding operating leases); 

(h) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business); and 
 (i) 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 or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the
greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends. 

  
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 “Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes,
imposed on or with respect to any payment made by or on account of any obligation of the Company under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. 

“Indemnitee” shall have the meaning set forth in Section 9.5(b). 

“Interest Expense” shall mean for any fiscal period for the Company and its Consolidated Subsidiaries on a consolidated
basis, an amount equal to the sum of the following with respect to Total Indebtedness: (i) total interest expense, accrued in accordance with GAAP plus (ii) all capitalized interest determined in accordance with GAAP (but excluding costs
in connection with development projects until such time as such costs are expensed in accordance with GAAP), plus (iii) the amortization of deferred financing costs. 

“Interest Payment Date” shall mean (a) as to any Base Rate Loan or any Swingline Loan, the last Business Day of each
March, June, September and December during the term of this Agreement and on the Maturity Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any LIBOR Rate
Loan having an Interest Period longer than three months, (i) each day which is three months after the first day of such Interest Period and (ii) the last day of such Interest Period and (d) as to any Loan which is the subject of a
mandatory prepayment required pursuant to Section 2.6(b), the date that such prepayment is due. 
 “Interest Period”
shall mean, with respect to any LIBOR Rate Loan, 
 (a) initially, the period commencing on the Drawdown Date or conversion
date, as the case may be, with respect to such LIBOR Rate Loan and ending one, two, three, or six months thereafter as selected by the Company in the Notice of Borrowing or Notice of Conversion/Extension given with respect thereto; and 

(b) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR
Rate Loan and ending one, two, three, or six months thereafter as selected by the Company by irrevocable notice to the Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto;
provided that the foregoing provisions are subject to the following: 
 (i) if any Interest Period pertaining to a
LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar
month in which event such Interest Period shall end on the immediately preceding Business Day; 
 (ii) any Interest Period
pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of
the relevant calendar month; 
 (iii) if the Company shall fail to give notice as provided above, the Company shall be deemed
to have selected a Base Rate Loan to replace the affected LIBOR Rate Loan; 
 (iv) no Interest Period in respect of any Loan
shall extend beyond the Maturity Date; and 

  
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 (v) no more than ten (10) LIBOR Rate Loans may be in effect at any time;
provided that, for purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date and have the same duration, although borrowings, extensions and
conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period. 

“Internal Control Event” shall mean a material weakness in, or fraud that involves management or other employees who have a
significant role in the Company’s internal controls over financial reporting, in each case as described in the Securities Laws. 

“Investments” shall mean all expenditures made and all liabilities incurred (contingently or otherwise) for the acquisition
of stock, partnership or limited liability company interests or Indebtedness of, and including loans, advances, capital contributions or transfers of property to, or in respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person, or for the acquisition of real estate or interests therein. In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented by a
guaranty shall be taken at not less than the principal amount of the obligations guaranteed; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such
interest is paid; (c) there shall be deducted in respect of each such investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (d) there
shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that interest included as provided in the foregoing clause (b) may be deducted when
paid; and (e) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof. 

“Issuing Lenders” shall mean Wells Fargo and Bank of America, in each case, together with any successor. 

“Issuing Lender Fees” shall have the meaning set forth in Section 2.4(c). 

“Lender” shall mean any of the several banks and other financial institutions as are, or may from time to time become parties
to this Agreement; provided that notwithstanding the foregoing, “Lender” shall not include any Credit Party or any of the Credit Party’s Affiliates or Subsidiaries. 

“Lending Office” shall mean, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions
of Credit. 
 “Letter of Credit” shall mean (a) any letter of credit issued by an Issuing Lender pursuant to the terms
hereof, as such letter of credit may be amended, modified, restated, extended, renewed, increased, replaced or supplemented from time to time in accordance with the terms of this Agreement and (b) any Existing Letter of Credit, in each case as
such letter of credit may be amended, modified, extended, renewed or replaced from time to time in accordance with the terms of this Agreement. 

“Letter of Credit Expiration Date shall have the meaning set forth in Section 2.3(a). 

“Letter of Credit Facing Fee” shall have the meaning set forth in Section 2.4(c). 

“Letter of Credit Fee” shall have the meaning set forth in Section 2.4(b). 

  
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 “LIBOR” shall mean, subject to the implementation of a Replacement Rate in
accordance with Section 2.13(b), for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest
Period as published by the ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Agent, at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the
first day of the applicable Interest Period. If, for any reason, such rate is not so published then “LIBOR” shall be determined by the Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered
by first class banks in the London interbank market to the Agent at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Each
calculation by the Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error. 
 Notwithstanding the foregoing,
(x) in no event shall LIBOR (including, without limitation, any Replacement Rate with respect thereto) be less than 0% and (y) unless otherwise specified in any amendment to this Agreement entered into in accordance with
Section 2.13(b), in the event that a Replacement Rate with respect to LIBOR is implemented then all references herein to LIBOR shall be deemed references to such Replacement Rate. 

“LIBOR Rate” shall mean a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the
Agent pursuant to the following formula: 
  

									
		  	LIBOR Rate =	 	LIBOR	  		  	
		  		 	1.00 - Eurodollar Reserve Percentage	  	

 “LIBOR Rate Loans” shall mean Loans that bear interest at an interest rate based on the LIBOR
Rate. 
 “LIBOR Reference Rate” shall mean a rate determined by reference to the LIBOR Rate for a one (1) month
interest period that would be applicable for a Loan at the LIBOR Rate, as such rate may fluctuate in accordance with changes in the LIBOR Rate on a daily basis. If such rate is not available at such time for any reason, then the rate for that
interest period will be determined by an alternate method as reasonably selected by the Lender. 
 “LIBOR Tranche” shall
mean the collective reference to LIBOR Rate Loans whose Interest Periods begin and end on the same day. 
 “Lien” shall
mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, (a) any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing, (b) the filing of, or the agreement
to give, any UCC financing statement) and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. 

“Loans” shall mean the Revolving Loans and/or the Swingline Loans, as appropriate, and “Loan” shall mean any
one of them. 
 “Loan Documents” shall mean collectively, this Agreement, the Notes, the Subsidiary Guaranty, the LOC
Documents, the Fee Letters and the Security Documents and any document or instrument delivered pursuant to or in connection with this Agreement or the LOC Documents (including, without limitation, any guaranty delivered in connection with this
Agreement), each as amended and in effect from time to time. 

  
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 “LOC Commitment” shall mean the commitment of the Issuing Lenders to issue
Letters of Credit and with respect to each Lender, the commitment of such Lender to purchase Participation Interests in the Letters of Credit up to such Lender’s Revolving Commitment Percentage of the LOC Committed Amount. 

“LOC Commitment Percentage” shall mean, with respect to Wells Fargo, 50% of the LOC Committed Amount, and with respect to
Bank of America, 50% of the LOC Committed Amount. 
 “LOC Committed Amount” shall have the meaning set forth in
Section 2.3(a). 
 “LOC Documents” shall mean, with respect to any Letter of Credit, such Letter of Credit, any
amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or
providing for (a) the rights and obligations of the parties concerned or (b) any collateral for such obligations. 
 “LOC
Obligations” shall mean, at any time, the sum of (a) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for
drawings referred to in such Letters of Credit plus (b) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lenders but not theretofore reimbursed. 

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank Eurodollar market. 
 “Mandatory LOC Borrowing” shall have the meaning set forth in Section 2.3(e). 

“Mandatory Swingline Borrowing” shall have the meaning set forth in Section 2.9(b)(ii). 

“Material Acquisition” shall mean any acquisition with total consideration in excess of 10% of Total Asset Value (measured
prior to giving effect to such acquisition). 
 “Material Adverse Effect” shall mean (A) a material adverse change in,
or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, (B) a material impairment of the
rights and remedies of the Agent or any Lender under any Loan Document, or of the ability of the Credit Parties, taken as a whole, to perform their obligations, when such obligations are required to be performed, under any Loan Document to which it
is a party or (C) a material adverse effect upon the legality, validity, binding effect or enforceability against any Credit Party of any Loan Document to which it is a party. 

“Material Contract” shall mean any contract or other arrangement, whether written or oral, to which the Company or any of its
Subsidiaries (other than Excluded Subsidiaries) is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect. 

“Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any extraction thereof) or
petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, perchlorate, polychlorinated biphenyls and urea-formaldehyde
insulation. 

  
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 “Maturity Date” shall mean, the date that is four (4) years following the
Closing Date; provided that, if the Company elects the extension option under Section 2.22, upon satisfaction of the conditions set forth in such Section 2.22, the Maturity Date shall be extended as set forth in Section 2.22;
provided, however, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 

“Maximum Leverage Level” shall have the meaning set forth in Section 5.5(b). 

“Maximum Unencumbered Leverage Level” shall have the meaning set forth in Section 5.5(e). 

“Moody’s” shall mean Moody’s Investors Service, Inc. 

“Mortgage Loans” shall mean loans from time to time made by the Company or any Consolidated Subsidiary, in each case secured
by a first mortgage lien on a Health Care Facility. 
 “Net Cash Proceeds” shall mean the aggregate cash or Cash
Equivalents proceeds received by the Company or any Subsidiary in respect of any Equity Issuance, net of (a) direct costs (including, without limitation, legal, accounting and investment banking fees, and sales commissions) (b) taxes paid
or payable as a result thereof; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any
non-cash consideration received by the Company or any Subsidiary in any Equity Issuance. 

“Net Income” shall mean for any fiscal period of the Company, the net income (or loss), after income taxes, of the Company
and its Consolidated Subsidiaries on a consolidated basis as determined in accordance with GAAP. 

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting
Lender at such time. 
 “Non-Recourse Debt” shall mean (x) in the case
of any Person other than an Excluded Subsidiary or an Unconsolidated Affiliate, Indebtedness of the Company or its Subsidiaries which is at all times non-recourse in nature to the Company or any of its
Subsidiaries, except to the extent of any recourse to an asset of the Company or a Subsidiary purchased or otherwise financed by such Indebtedness (including, without limitation, Indebtedness of multi-member
limited liability companies in which the Company or any of its Subsidiaries has an ownership interest, but only to the extent that such Indebtedness remains non-recourse to the Company or any of its
Subsidiaries (other than, in the event such multi-member limited liability company is a Subsidiary, such Subsidiary), (y) in the case of an Excluded Subsidiary, Indebtedness of such Excluded Subsidiary which is at all times non-recourse in nature to the Company or its Subsidiaries (except such Excluded Subsidiary or assets of such Excluded Subsidiary) or (z) in the case of an Unconsolidated Affiliate, Indebtedness of such
Unconsolidated Affiliate which is at all times non-recourse in nature to the Company or its Subsidiaries. 

“Normalized Adjusted FFO” shall mean, for any fiscal period with respect to the Company, “funds from operations” as
defined in accordance with the resolutions adopted by the Board of Governors of the National Association of Real Estate Investment Trusts as in effect from time to time; provided that Normalized Adjusted FFO shall at all times exclude
(a) charges for impairment losses from property sales, (b) stock-based compensation, (c) write-offs or reserves of straight-line rent related to sold assets, (d) amortization of debt costs, and
(e) non-recurring charges, including without limitation acquisition expenses, non-cash charges related to the write-off of
deferred equity and financing costs. 

  
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 “Notes” shall mean the Revolving Notes and/or the Swingline Notes, as
applicable. 
 “Notice of Borrowing” shall mean a request for a Revolving Loan borrowing pursuant to Section 2.1(b)(i)
or a request for a Swingline Loan borrowing pursuant to Section 2.9(b)(i), as appropriate. A Form of Notice of Borrowing is attached as Exhibit 1.1(d). 

“Notice of Conversion/Extension” shall mean the written notice of conversion of a LIBOR Rate Loan to a Base Rate Loan or a
Base Rate Loan to a LIBOR Rate Loan, or extension of a LIBOR Rate Loan, in each case substantially in the form of Exhibit 1.1(e). 

“Notice of Prepayment” shall have the meaning set forth in Section 2.6(a). 

“Obligations” shall mean, collectively, all of the obligations, Indebtedness and liabilities of the Credit Parties to the
Lenders (including the Issuing Lenders) and the Agent, whenever arising, under this Agreement, the Notes or any of the other Loan Documents, including principal, interest, fees, costs, charges, expenses, professional fees, reimbursements, all sums
chargeable to the Credit Parties or for which any Credit Party is liable as an indemnitor and whether or not evidenced by a note or other instrument and indemnification obligations and other amounts (including, but not limited to, any interest
accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code); provided that, anything to
the contrary contained in the foregoing notwithstanding, the Obligations shall exclude any Excluded Swap Obligation. 

“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control. 

“Other Non-Guarantor Subsidiary” shall mean any Subsidiary of the Company which is
not required to be a Guarantor hereunder pursuant to Section 5.33(a). 
 “Other Connection Taxes”
shall mean, 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). 
 “Other Taxes” shall mean all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any
such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19). 

“Participant” has the meaning assigned to such term in clause (d) of Section 9.6. 

“Participant Register” has the meaning assigned to such term in clause (d) of Section 9.6. 

“Participation Interest” shall mean a participation interest purchased by a Lender in LOC Obligations as provided in
Section 2.3(c) and in Swingline Loans as provided in Section 2.9. 
 “Patriot Act” shall mean the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26,
2001)), as amended or modified from time to time. 

  
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 “Payment Event of Default” shall mean an Event of Default specified in
Section 7.1(a). 
 “PBGC” shall mean the Pension Benefit Guaranty Corporation or any successor agency. 

“Permitted Liens” shall have the meaning set forth in Section 5.10(g). 

“Pension Plan” shall mean pension plan shall include (a) any multi employer plan within the meaning of
Section 3(37) of ERISA, (b) any employee benefit plan within the meaning of Section 3(3) of ERISA, other than plans described in (a) above and (c) any employee pension benefit plan within the meaning of Section 3(2) of
ERISA the benefits of which are guaranteed on termination in full or in part by PBGC pursuant to Title IV of ERISA, other than plans described in (a) above, each as maintained or contributed to by the Company or any ERISA Affiliate. 

“Person” shall mean any corporation, unincorporated association, partnership, trust, organization, business, individual or
other legal entity and any government or any governmental agency or political subdivision thereof. 
 “Pledge Agreement”
shall mean the Pledge Agreement dated as of the Closing Date executed by the Credit Parties in favor of the Agent, for the benefit of the Secured Parties, as the same may from time to time be amended, modified, extended, restated, replaced, or
supplemented from time to time in accordance with the terms hereof and thereof. 
 “Prime Rate” shall have the meaning set
forth in the definition of Base Rate. 
 “Pro Forma Basis” shall mean, with respect to any transaction, that such
transaction shall be deemed to have occurred as of the first day of the four-quarter period ending as of the most recent quarter end preceding the date of such transaction for which financial statement information is available; provided, for
purposes of Section 5.9(c), 5.9(h) and 5.25(e), the rental income for any newly-acquired Health Care Facility which is used for purposes of such calculation shall be based on the amounts contractually due under any related leases that are then
in effect; provided, further, that any such calculations made on a Pro Forma Basis shall be adjusted by (A) excluding from Total Asset Value and Unencumbered Asset Value, the actual value of any assets sold by the Company or any
of its Subsidiaries since the last day of the prior fiscal quarter and (B) adding to Total Asset Value and Unencumbered Asset Value, the undepreciated GAAP book value (after any impairments) of any Acquisition Properties acquired (or to be
acquired with any borrowing) by (x) in the case of Total Asset Value, the Company or any of its Subsidiaries or (y) in the case of Unencumbered Asset Value, the Company or any Guarantor, in each case since the last day of the most recently
ended fiscal quarter for which financial statement information is available. 
 “Property” shall mean any parcel of real
property, and improvements thereon, which is owned, leased or operated by the Company or its Consolidated Subsidiaries and which is located in the United States of America or the District of Columbia or any Specified Jurisdiction. 

“Recipient” shall mean (a) the Agent, (b) any Lender or (c) any Issuing Lender, as applicable. 

“Register” shall have the meaning set forth in Section 9.6(c). 

“Reimbursement Obligation” shall mean the obligation of the Company to reimburse the Issuing Lenders pursuant to
Section 2.3(d) for amounts drawn under Letters of Credit. 

  
 20 








 “Related Parties” shall mean, with respect to any Person, such Person’s
Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates. 

“Replacement Rate” shall have the meaning set forth in Section 2.13(b). 

“Required Lenders” shall mean, as of any date of determination, Lenders holding at least a majority of the Revolving
Commitments or, if the Revolving Commitments have been terminated or there are no Revolving Commitments then outstanding, the outstanding Loans and Participation Interests; provided, however, that if any Lender shall be a Defaulting
Lender at such time, then there shall be excluded from the determination of Required Lenders, Obligations (including Participation Interests) owing to such Defaulting Lender and such Defaulting Lender’s Commitments. 

“Requirement of Law” shall mean, as to any Person, (a) the articles or certificate of incorporation, trust documents and
by-laws or other organizational or governing documents of such Person, and (b) all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes,
executive orders, 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); in each case applicable to or binding upon
such Person or any of its property or to which such Person or any of its property is subject. 
 “Responsible Officer”
shall mean, for any Credit Party, the chief executive officer, the president or chief financial officer of such Credit Party and any additional responsible officer that is designated as such to the Agent. 

“Revolving Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans in an
aggregate principal amount at any time outstanding up to an amount equal to such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount. 

“Revolving Commitment Percentage” shall mean, for each Lender, the percentage identified as its Revolving Commitment
Percentage on Schedule 2.1(a) or in the Assignment and Assumption pursuant to which such Lender became a Lender hereunder, as such percentage may be modified in connection with any assignment made in accordance with the provisions of
Section 9.6(b). 
 “Revolving Committed Amount” shall mean the amount of each Lender’s Revolving Commitment as
specified on Schedule 2.1(a), as such amount may be reduced or increased from time to time in accordance with the provisions hereof. 

“Revolving Facility” shall have the meaning set forth in Section 2.1(a). 

“Revolving Facility Increase” shall have the meaning set forth in Section 2.2(a). 

“Revolving Note” or “Revolving Notes” shall mean the promissory notes of the Company provided pursuant to
Section 2.1(e) in favor of any of the Lenders evidencing the Revolving Loan provided by any such Lender pursuant to Section 2.1(a), individually or collectively, as appropriate, as such promissory notes may be amended, modified, extended,
restated, replaced, or supplemented from time to time. 
 “Revolving Loans” shall have the meaning set forth in
Section 2.1(a). 

  
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 “S&P” shall mean Standard & Poor’s Ratings Services, a
division of The McGraw Hill Companies, Inc. 
 “Sanctions” shall mean any and all economic or financial sanctions, sectoral
sanctions, secondary sanctions, trade embargoes and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of
State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority with jurisdiction over any Lender, the Company or any of its Subsidiaries or Affiliates. 

“Sanctioned Country” shall mean at any time, a country or territory which is itself the subject or target of any Sanctions
(including, as of the Closing Date, Cuba, Iran, North Korea, Sudan, Syria and Crimea). 
 “Sanctioned Person” shall mean,
at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including, without limitation, OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or
resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership of such legal
entity by Sanctioned Peron(s). 
 “Sarbanes-Oxley” shall mean the Sarbanes-Oxley Act of 2002. 
 “SEC” shall mean the Securities and Exchange Commission or
any successor Governmental Authority. 
 “Secured Leverage Ratio” shall mean, as of any date of determination, the ratio of
(i) the portion of Total Indebtedness outstanding as of such date which is secured in any manner by a Lien but excluding, in any event, (x) Indebtedness of Unconsolidated Affiliates and (y) the Obligations hereunder to (ii) Total
Asset Value as of such date but excluding, in any event, the Company’s and its Consolidated Subsidiaries’ pro rata share (based on their percentage ownership interest) of assets held by Unconsolidated Affiliates. 

“Secured Parties” shall mean the Agent, the Lenders and the Bank Product Providers. 

“Securities Act” shall mean the Securities Act of 1933, together with any amendment thereto or replacement thereof and any
rules or regulations promulgated thereunder. 
 “Securities Laws” shall mean the Securities Act, the Exchange Act,
Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in
effect on any applicable date hereunder. 
 “Security Documents” shall mean the Pledge Agreement and all other agreements,
documents and instruments relating to, arising out of, or in any way connected with any of the Pledge Agreement or granting to the Agent, for the benefit of the Secured Parties, Liens or security interests to secure, inter alia, the Credit
Party Obligations whether now or hereafter executed and/or filed, each as may be amended from time to time in accordance with the terms hereof, executed and delivered in connection with the granting, attachment and perfection of the Agent’s
security interests and liens arising thereunder, including, without limitation, UCC financing statements. 

  
 22 








 “Specified Jurisdiction” shall mean any of Germany, the United Kingdom,
Australia, Canada and Puerto Rico or such other countries or such other territories of the United States as are proposed from time to time in writing by the Company to the Agent and approved by the Agent. 

“Subsidiary” shall mean, with respect to any Person (the “parent”) at any date, any corporation,
partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared
in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more than fifty
percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held, or
(ii) that is, as of such date, otherwise controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent but excluding, in any event, any Unconsolidated Affiliate. 

“Subsidiary Guaranty” shall mean the guaranty executed by the Guarantors in substantially the form of Exhibit 1.1(f).

 “Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement,
contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. 

“Swingline Commitment” shall mean the commitment of each Swingline Lender to make Swingline Loans in an aggregate principal
amount at any time outstanding up to the Swingline Committed Amount, and the commitment of the Lenders to purchase participation interests in the Swingline Loans as provided in Section 2.9(b)(ii), as such amounts may be reduced from time to
time in accordance with the provisions hereof. 
 “Swingline Commitment Percentage” shall mean, with respect to Wells
Fargo, 50% of the Swingline Committed Amount, and with respect to Bank of America, 50% of the Swingline Committed Amount. 

“Swingline Committed Amount” shall mean the amount of each Swingline Lender’s Swingline Commitment as specified in
Section 2.9(a). 
 “Swingline Lenders” shall mean Wells Fargo and Bank of America, in each case, together with any
successor.. 
 “Swingline Loan” shall have the meaning set forth in Section 2.9(a). 

“Swingline Notes” shall mean the promissory notes of the Company in favor of the Swingline Lenders evidencing the Swingline
Loans provided pursuant to Section 2.9(d), as such promissory note may be amended, modified, extended, restated, replaced, or supplemented from time to time. 

“Tangible Net Worth” shall mean the aggregate of the capital stock (but excluding treasury stock and capital stock subscribed
and unissued) and surplus (including earned surplus, capital surplus and the balance of the current profit and loss account not transferred to surplus) of the Company and its 

  
 23 








 
Consolidated Subsidiaries as the same properly appears on a balance sheet of the Company prepared in accordance with GAAP, less the sum of the total book value of all assets of the Company and
its Consolidated Subsidiaries which would be treated as intangibles under GAAP including without limitation, such items as good will, leasehold improvements, trademarks, trade names, service marks, brand names, copyrights, patents and licenses, and
rights with respect to the foregoing. 
 “Taxes” shall mean all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Total Asset Value” shall mean as of any date of determination, the sum of all of the following of the Company and its
Consolidated Subsidiaries on a consolidated basis determined in accordance with GAAP applied on a consistent basis, without duplication: (a) the undepreciated cost (after taking into account any impairments) of the Health Care Facilities
(other than a Development Property or an Acquisition Property), plus (b) the undepreciated cost (after taking into account any impairments) of all
Construction-in-Process for Development Properties plus (c) the undepreciated cost (after taking into account any impairments) of all Acquisition Properties;
provided that (i) not more than 5% of Total Asset Value, in the aggregate, may be attributable to Properties located in Specified Jurisdictions; (ii) the portion of Total Asset Value that is attributable to all Development
Properties pursuant to clause (b) above shall not exceed 20% of Total Asset Value; and (iii) the portion of Total Asset Value that is attributable to Development Properties pursuant to clause (b) above that are less than 50% (by
rentable area) pre-leased to one or more tenants which will occupy such space (x) shall not exceed 7.5% of Total Asset Value and (y) shall only be included in Total Asset Value if such Development
Properties are being developed in conjunction with a UHS hospital request to develop a building and which are located on a UHS hospital campus or a UHS satellite campus. The Company’s and its Consolidated Subsidiaries’ pro rata share
(based on their percentage ownership interest) of assets held by Unconsolidated Affiliates will be included in Total Asset Value calculations consistent with the above described treatment for assets owned by the Company and its Consolidated
Subsidiaries. 
 “Total Fixed Charges” shall mean for any fiscal period for the Company and its Consolidated Subsidiaries
on a consolidated basis, an amount equal to the sum of (i) Interest Expense, plus (ii) regularly scheduled installments of principal payable with respect to Total Indebtedness (excluding balloon payments due at maturity), plus
(iii) all dividend payments due to the holders of any preferred Equity Interests in the Company and all distributions due to the holders of any limited partnership interests in the Company other than limited partner distributions based on the
per share dividend paid on the common shares of beneficial interest of the Company (including in each case (i) through (iii), without duplication, the Company’s and its Consolidated Subsidiaries’ pro rata share
(based on their percentage ownership interest) thereof for Unconsolidated Affiliates). 
 “Total Indebtedness” shall mean
all Indebtedness of the Company and its Consolidated Subsidiaries on a consolidated basis (including, without limitation, Non-Recourse Debt of the Company and its Consolidated Subsidiaries) plus, without
duplication, the Company’s and its Consolidated Subsidiaries’ pro rata share (based on their percentage ownership interest) of all Indebtedness of Unconsolidated Affiliates determined in accordance with GAAP. Notwithstanding the use of
GAAP, the calculation of Total Indebtedness shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair
value option for financial liabilities. Therefore, the amount of liabilities that is included in the calculation of Total Indebtedness shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or
accretion of any premium or discount (but without any fair value adjustments). 

  
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 “Total Leverage Ratio” shall mean, as of any date of determination, the ratio of
Total Indebtedness as of such date to Total Asset Value as of such date. 
 “Tranche” shall mean the collective reference
to (a) LIBOR Rate Loans whose Interest Periods begin and end on the same day and (b) Base Rate Loans made on the same day. 

“Transactions” shall mean the closing of this Agreement and the other Loan Documents and the other transactions contemplated
hereby and pursuant to the other Loan Documents (including, without limitation, the initial borrowings under the Loan Documents and the payment of fees and expenses in connection with all of the foregoing). 

“Type” shall mean, as to any Loan, its nature as a Base Rate Loan or LIBOR Rate Loan, as the case may be. 

“UCC” shall mean the Uniform Commercial Code from time to time in effect in any applicable jurisdiction. 

“UHS” Universal Health Services, Inc., a Delaware corporation. 

“UHS Subsidiaries” shall mean, as of any date of determination, any Subsidiary or other entity the accounts of which would be
consolidated with those of Universal Health Services, Inc. in its consolidated financial statements if such statements were prepared as of such date. 

“Unconsolidated Affiliate” shall mean, in respect of the Company and its Consolidated Subsidiaries, any other Person in whom
the Company or such Consolidated Subsidiary holds an Investment in the Equity Interests of such Person, which Investment is accounted for in the financial statements of the Company and its Consolidated Subsidiaries on an equity basis of accounting
and whose financial results would not be consolidated under GAAP with the financial results of the Company. 
 “Unencumbered
Asset” shall mean a Property that meets each of the following criteria and is designated as an Unencumbered Asset by the Company (i) the Property is either 100% fee owned or ground leased under an Eligible Ground Lease by the Company
or a Guarantor; (ii) the Property is improved as a Health Care Facility with one or more completed buildings of a type generally consistent with the Company’s business strategy and is not a Development Property (except as provided in
clause (vii) below); (iii) the Property (and the Equity Interests therein, if owned by the Company or a Guarantor) is not directly or indirectly subject to any Lien (other than certain permitted encumbrances to be agreed upon) or any negative
pledge; (iv) to the best of the Company’s knowledge, the Property is free of any material environmental liabilities and is in material compliance with all Environmental Laws; (v) the Property is free of any material defects,
(vi) the Property is located in the United States or, subject to the limitations set forth in the definition of Unencumbered Asset Value, any Specified Jurisdiction , and (vii) if such Property is a Development Property and construction of
improvements has commenced, there has been no interruption of construction for more than ninety (90) consecutive days (other than as a result of a force majeure event that has not continued for more than one hundred and eighty (180) days).

 “Unencumbered Asset Value” shall mean, as to the Company and the Guarantors, with respect to Unencumbered Assets, the
sum, without duplication, of (a) the undepreciated cost (after taking into account any impairments) of each Unencumbered Asset (other than a Development Property or an Acquisition Property), plus (b) the undepreciated cost (after taking
into account any impairments) of all Construction-in-Process for Development Properties that are Unencumbered Assets plus (c) the undepreciated cost (after taking
into account any impairments) of all Acquisition Properties that are Unencumbered Assets; provided that (i) not more than 5% of Unencumbered Asset Value, in the 

  
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aggregate, may be attributable to Properties located in Specified Jurisdictions; (ii) the portion of Unencumbered Asset Value that is attributable to all Development Properties pursuant to
clause (b) above shall not exceed 20% of Unencumbered Asset Value; and (iii) the portion of Unencumbered Asset Value that is attributable to Development Properties pursuant to clause (b) above that are less than 50% (by rentable area)
pre-leased to one or more tenants which will occupy such space (x) shall not exceed 7.5% of Unencumbered Asset Value and (y) shall only be included in Unencumbered Asset Value if such Development
Properties are being developed in conjunction with a UHS hospital request to develop a building and which are located on a UHS hospital campus or a UHS satellite campus, 

“Unencumbered Leverage Ratio” shall mean, as of any date of determination the ratio of (i) the sum of (a) that
portion of Total Indebtedness which is not secured in any manner by any Lien (but excluding Indebtedness of Unconsolidated Affiliates) plus (b) the Obligations owing hereunder to (ii) Unencumbered Asset Value of the Company and the
Guarantors. 
 “Wells Fargo” shall mean Wells Fargo Bank, National Association, a national banking association, together
with its successors and/or assigns. 
 “WFS” shall mean Wells Fargo Securities, LLC, together with its successors and
assigns. 
 “Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 
 Section 1.2 Other Definitional Provisions. 

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set
forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, (f) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) all
terms defined in this Agreement shall have the defined meanings when used in any other Loan Document or any certificate or other document made or delivered pursuant hereto. 

Section 1.3 Accounting Terms. 

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in 

  
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conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the most recently delivered audited consolidated
financial statements of the Company, except as otherwise specifically prescribed herein. 
 (b) Changes in
GAAP. If at any time any change in GAAP (including with respect to the consolidation of subsidiaries and rules related to lease accounting) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and
either the Company or the Required Lenders shall so request, the Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to
the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to
the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving
effect to such change in GAAP. 
 Section 1.4 Execution of Documents. 

Unless otherwise specified, all Loan Documents and all other certificates executed in connection therewith must be signed by a Responsible
Officer. 
 Section 1.5 Time References. 

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

 ARTICLE II 
 LOANS;
AMOUNTS AND TERMS 
 Section 2.1 Revolving Loans. 

(a) Revolving Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Lender
severally, but not jointly, agrees to make revolving credit loans in Dollars (“Revolving Loans”) to the Company from time to time in an aggregate principal amount of up to THREE HUNDRED MILLION DOLLARS ($300,000,000)
(as increased from time to time as provided in Section 2.2 and as such aggregate maximum amount may be reduced from time to time as provided in Section 2.6, the “Revolving Committed Amount”) for the purposes
hereinafter set forth (such facility, the “Revolving Facility”); provided, however, that (i) with regard to each Lender individually, the sum of such Lender’s Revolving Commitment Percentage of the aggregate
principal amount of outstanding Revolving Loans plus such Lender’s Revolving Commitment Percentage of outstanding Swingline Loans plus such Lender’s Revolving Commitment Percentage of outstanding LOC Obligations shall not
exceed such Lender’s Revolving Commitment and (ii) with regard to the Lenders collectively, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC
Obligations shall not exceed the Revolving Committed Amount then in effect. Revolving Loans may consist of Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request, and may be repaid and reborrowed in accordance with
the provisions hereof; provided, however, the Revolving Loans made on the Closing Date or any of the three (3) Business Days following the Closing Date, may only consist of Base Rate Loans unless the Company delivers a funding
indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Agent not less than three (3) Business Days prior to the Closing Date. 

  
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 (b) Revolving Loan Borrowings. 

(i) Notice of Borrowing. The Company shall request a Revolving Loan borrowing by delivering a written Notice of
Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which delivery may be by fax or electronic mail) to the Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the Business
Day of the requested borrowing in the case of Base Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans. Each such Notice of Borrowing shall be irrevocable and shall specify
(A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed and (D) whether the borrowing shall be comprised of Base Rate
Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate Loans are requested, the Interest Period(s) therefor. If the Company shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a
LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the Type of Revolving Loan requested, then such notice shall be deemed to be a request for a Base Rate Loan hereunder. The Agent shall
give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof. 

(ii) Minimum Amounts. Each Revolving Loan that is made as a Base Rate Loan shall be in a minimum aggregate amount of
$100,000 and in integral multiples of $100,000 in excess thereof (or the remaining amount of the Revolving Committed Amount, if less). Each Revolving Loan that is made as a LIBOR Rate Loan shall be in a minimum aggregate amount of $100,000 and in
integral multiples of $100,000 in excess thereof (or the remaining amount of the Revolving Committed Amount, if less). 

(iii) Advances. Each Lender will make its Revolving Commitment Percentage of each Revolving Loan borrowing available to
the Agent for the account of the Company at the office of the Agent specified in Section 9.2, or at such other office as the Agent may designate in writing, by 1:00 P.M. (Charlotte, North Carolina time) on the date specified in the
applicable Notice of Borrowing, in Dollars and in funds immediately available to the Agent. Such borrowing will then be made available to the Company by the Agent by crediting the account of the Company on the books of such office (or such other
account that the Company may designate in writing to the Agent) with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. 

(c) Repayment. Subject to the terms of this Agreement, Revolving Loans may be borrowed, repaid and reborrowed during the
Commitment Period, subject to Section 2.6(a). The principal amount of all Revolving Loans shall be due and payable in full on the Maturity Date, unless accelerated sooner pursuant to Section 7.2. 

  
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 (d) Interest. Subject to the provisions of Section 2.7, Revolving
Loans shall bear interest as follows: 
 (i) Base Rate Loans. During such periods as any Revolving Loans shall be
comprised of Base Rate Loans, each such Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Base Rate plus the Applicable Margin; and 

(ii) LIBOR Rate Loans. During such periods as Revolving Loans shall be comprised of LIBOR Rate Loans, each such LIBOR
Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Margin. 
 Interest on
Revolving Loans shall be payable in arrears on each Interest Payment Date. 
 (e) Revolving Notes; Covenant to Pay.
The Company’s obligation to pay each Lender shall be evidenced by this Agreement and, upon such Lender’s request, by a duly executed promissory note of the Company to such Lender in substantially the form of Exhibit 2.1(e). The
Company covenants and agrees to pay the Revolving Loans in accordance with the terms of this Agreement. 
 Section 2.2 Revolving
Facility Increase. 
 (a) Revolving Facility Increases. Subject to the terms and conditions set forth herein,
the Company shall have the right at any time and from time to time prior to the Maturity Date, to increase the Revolving Committed Amount (each, a “Revolving Facility Increase”) by an aggregate principal amount for all such
Revolving Facility Increases of up to $50,000,000 (“Incremental Increase Amount”). 
 (b) Terms and
Conditions. The following terms and conditions shall apply to any Revolving Facility Increase: (i) no Default or Event of Default shall exist immediately prior to or after giving effect to such Revolving Facility Increase, (ii) the
terms and documentation of such Revolving Facility Increase (other than the Applicable Margin and fees, which shall be determined as set forth below in clause (c)) shall be the same as the existing Revolving Facility, (iii) any loans made
pursuant to a Revolving Facility Increase shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (iv) any Lenders providing such Revolving Facility Increase
shall be entitled to the same voting rights as the existing Lenders and shall be entitled to receive proceeds of prepayments on the same basis as the existing Lenders, (v) any such Revolving Facility Increase shall be in a minimum principal
amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Incremental Increase Amount, if less), (vi) the proceeds of any such Revolving Facility Increase will be used for the purposes set
forth in Section 3.19, (vii) the Company shall execute a Revolving Note, in favor of any new Lender or any existing Lender requesting a Revolving Note, to evidence its Revolving Commitment to the extent increased pursuant to this Section,
(viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Agent shall have received (A) upon request of the Agent, an opinion or opinions of counsel for the Credit Parties, addressed
to the and the Lenders, in form and substance acceptable to the Agent substantially similar to those opinions delivered to the Agent on the Closing Date, (B) any authorizing corporate documents as the Agent may reasonably request and
(C) if applicable, a duly executed Notice of Borrowing, and (x) the Agent shall have received from the Company an officer’s certificate, in form and substance reasonably satisfactory to the Agent, demonstrating that, after giving
effect to any such Revolving Facility Increase on a Pro Forma Basis, the Company will be in compliance with the financial covenants set forth in Section 5.5. 

  
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 (c) Applicable Margin and Fees. The Applicable Margin and any other fees
(including upfront fees and commitment fees) on the Revolving Facility Increase will be determined by the Company and the Lenders providing such Revolving Facility Increase at the time such Revolving Facility Increase is made; provided that
in the event that the Applicable Margin, Facility Fee, upfront fees or other fees, taken as a whole, for any Revolving Facility Increase are higher than the Applicable Margin, Facility Fee, upfront fees or other fees, taken as a whole, for the
Revolving Facility, then the Applicable Margin, Facility Fee, upfront fees or other fees for the Revolving Facility shall be increased to the extent necessary so that such Applicable Margin, Facility Fee, upfront fees or other fees, as applicable,
are equal to Applicable Margin, Facility Fee, upfront fees or other fees, as applicable, for such Revolving Facility Increase; provided, further, that in determining the interest rate margins applicable to the Revolving Facility
Increase and the Revolving Facility, (i) upfront fees payable by the Company to the Lenders under the Revolving Facility or any Revolving Facility Increase in the initial primary syndication thereof (with such upfront fees being equated to
interest based on assumed four-year life to maturity) and the effects of any and all interest rate floors shall be included and (ii) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the
Revolving Facility or to one or more arrangers (or their affiliates) of any Revolving Facility Increase shall be excluded. 

(d) Revolving Facility Increase. In connection with the closing of any Revolving Facility Increase, the outstanding
Revolving Loans and Participation Interests shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Lenders (which the Company shall be responsible for any costs
arising under Section 2.15 resulting from such reallocation and repayments) of Revolving Loans as necessary such that, after giving effect to such Revolving Facility Increase, each Lender will hold Revolving Loans and Participation Interests
based on its Revolving Commitment Percentage (after giving effect to such Revolving Facility Increase). 
 (e)
Participation. Participation in any Revolving Facility Increase may be offered to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of such Revolving Facility Increase. The Company may
invite other banks and financial institutions reasonably acceptable to the Agent (such consent not to be unreasonably withheld or delayed) to join this Agreement as Lenders hereunder for any portion of such Revolving Facility Increase;
provided that such other banks and financial institutions shall enter into such joinder agreements to give effect thereto as the Agent may reasonably request. 

(f) Amendments. The Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any
other Loan Document as may be necessary to incorporate the terms of any such Revolving Facility Increase. 
 Section 2.3 Letters
of Credit. 
 (a) Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and
any other terms and conditions which each Issuing Lender may reasonably require which are not inconsistent with this Agreement, during the Commitment Period the applicable Issuing Lender shall issue, and the Lenders shall participate in, Letters of
Credit for the account of the Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed FORTY
MILLION DOLLARS ($40,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall
not at any time exceed the Revolving 

  
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Committed Amount then in effect, (iii) all Letters of Credit shall be denominated in Dollars, (iv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued
as standby letters of credit, including in connection with workers’ compensation and other insurance programs, (v) no Letter of Credit shall be issued after the occurrence and during the continuance of a Default or an Event of Default,
(vi) the beneficiary of any Letter of Credit shall not be a Sanctioned Person, and (vii) the sum of the aggregate amount of an Issuing Lender’s outstanding LOC Obligations shall not exceed such Issuing Lender’s respective share
of the LOC Committed Amount according to such Issuing Lender’s LOC Commitment Percentage. Except as otherwise expressly agreed in writing upon by all the Lenders, no Letter of Credit shall have an original expiry date more than one year from
the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters
of Credit may be extended annually or periodically from time to time on the request of the Company or by operation of the terms of the applicable Letter of Credit to a date not more than one year from the date of extension; provided,
further, except as otherwise set forth in clause (k) hereof, no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is five (5) Business Days prior to the Maturity Date
(the “Letter of Credit Expiration Date”). Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall
be in a minimum original face amount of $50,000, or such lesser amount as approved by the applicable Issuing Lender. The Company’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Lender’s
participation obligations in connection therewith, shall be governed by the terms of this Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and
governed by the terms of this Agreement. 
 (b) Notice and Reports. The request for the issuance of a Letter of Credit
shall be submitted to the applicable Issuing Lender at least five (5) Business Days prior to the requested date of issuance. The applicable Issuing Lender will promptly upon request provide to the Agent for dissemination to the Lenders a
detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party,
the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. The applicable Issuing Lender will further provide to the Agent promptly upon request copies of the Letters of Credit. The applicable
Issuing Lender will provide to the Agent at the end of each calendar month a summary report of the nature and extent of LOC Obligations then outstanding. 

(c) Participations. Each Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and
(ii) upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the applicable Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating
thereto, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to
pay to the applicable Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Lender after the Closing Date shall be
deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without
limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that the applicable Issuing Lender has not been reimbursed as 

  
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required hereunder or under any LOC Document, each such Lender shall pay to the applicable Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds
pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Lender to so reimburse the applicable Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a
Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Company to reimburse the applicable Issuing Lender under any Letter of Credit, together with interest
as hereinafter provided. 
 (d) Reimbursement. In the event of any drawing under any Letter of Credit, the applicable
Issuing Lender will promptly notify the Company and the Agent. The Company shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. (Charlotte, North Carolina time) on a
Business Day or, if after 3:00 P.M. (Charlotte, North Carolina time), on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If
the Company shall fail to reimburse the applicable Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately
notify the applicable Issuing Lender and the Agent of its intent to otherwise reimburse the applicable Issuing Lender, the Company shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection
(e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Company’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Company may claim or have against the applicable Issuing Lender, the Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person,
including, without limitation, any defense based on any failure of the Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Agent will promptly notify the other Lenders of the amount
of any unreimbursed drawing and each Lender shall promptly pay to the Agent for the account of the applicable Issuing Lender, in Dollars and in immediately available funds, the amount of such Lender’s Revolving Commitment Percentage of such
unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Lender from the Agent if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made
at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day such notice is received. If such Lender does not pay such amount to the Agent for the account of the applicable Issuing Lender in full
upon such request, such Lender shall, on demand, pay to the Agent for the account of the applicable Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Agent for the
account of the applicable Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Base Rate. Each Lender’s
obligation to make such payment to the applicable Issuing Lender, and the right of the applicable Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the
termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. 

(e) Repayment with Revolving Loans. On any day on which the Company shall have requested, or been deemed to have
requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Agent shall give notice to the Lenders that a Revolving Loan has 

  
 32 








 
been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a
“Mandatory LOC Borrowing”) shall be made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Revolving Commitment Percentage (determined before
giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Agent for the account of the applicable Issuing Lender for application to the respective LOC Obligations. Each
Lender hereby irrevocably agrees to make such Revolving Loans on the day such notice is received by the Lenders from the Agent if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be
made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received, in each case notwithstanding (i) the amount of Mandatory LOC Borrowing may not comply with the
minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for
any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the Revolving Committed Amount after any such
Letter of Credit may have been drawn upon; provided, however, that in the event any such Mandatory LOC Borrowing should be less than the minimum amount for borrowings of Loans otherwise provided in Section 2.1(b), the Company
shall pay to the Agent for its own account an administrative fee of $500. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the occurrence
of a Bankruptcy Event), then each such Lender hereby agrees that it shall forthwith fund its Participation Interests in the outstanding LOC Obligations on the Business Day such notice to fund is received by such Lender from the Agent if such notice
is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day such notice is
received; provided, further, that in the event any Lender shall fail to fund its Participation Interest as required herein, then the amount of such Lender’s unfunded Participation Interest therein shall automatically bear interest
payable by such Lender to the Agent for the account of the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the
Base Rate. 
 (f) Modification, Extension. The issuance of any supplement, modification, amendment, renewal, or
extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder. 

(g) ISP98 and UCP. Unless otherwise expressly agreed by the applicable Issuing Lender and the Company, when a Letter of
Credit is issued, (i) the rules of 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)
shall apply to each standby Letter of Credit, and (ii) the rules of The Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each
documentary Letter of Credit. 
 (h) Conflict with LOC Documents. In the event of any conflict between this Agreement
and any LOC Document (including any letter of credit application and any LOC Documents relating to the Existing Letters of Credit), this Agreement shall control. 

  
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 (i) Designation of Subsidiaries as Account Parties. Notwithstanding
anything to the contrary set forth in this Agreement, including, without limitation, Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary
of the Company; provided that, notwithstanding such statement, the Company shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Company’s Reimbursement
Obligations hereunder with respect to such Letter of Credit. 
 (j) Cash Collateral. At any point in time in which
there is a Defaulting Lender, the applicable Issuing Lender may require the Company to Cash Collateralize the LOC Obligations pursuant to Section 2.20. 

(k) Letters of Credit. The applicable Issuing Lender shall, at the request of the Company, issue one or more Letters of
Credit hereunder, with expiry dates that would occur after the Letter of Credit Expiration Date (and after the Maturity Date), based upon the Company’s agreement to fully Cash Collateralize the LOC Obligations relating to such Letters of Credit
on the Letter of Credit Expiration Date pursuant to the terms of Section 2.20(a)(ii). In the event the Company fails to fully Cash Collateralize the outstanding LOC Obligations on the Letter of Credit Expiration Date, each
outstanding Letter of Credit shall automatically be deemed to be drawn in full, and the Company shall be deemed to have requested a Base Rate Loan to be funded by the Lenders on the Letter of Credit Expiration Date to reimburse such drawing (with
the proceeds of such Base Rate Loan being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). In the event a Mandatory LOC Borrowing cannot for any reason be made on such date (including,
without limitation, as a result of the occurrence of a Bankruptcy Event) then each such Lender hereby agrees that it shall fund its Participation Interests in the outstanding LOC Obligations on such day (with the proceeds of such funded
Participation Interests being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). Each Lender’s obligation to make such payment to the applicable Issuing Lender, and the right of the
applicable Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default
or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. 

Section 2.4 Fees. 

(a) Facility Fee. Subject to Section 2.21, in consideration of the Revolving Commitments, the Company agrees to pay
to the Agent, for the ratable benefit of the Lenders, a facility fee (the “Facility Fee”) in an amount equal to the Applicable Margin for the Facility Fee per annum on the Revolving Committed Amount. The Facility Fee shall be
calculated quarterly in arrears. The Facility Fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter. 

(b) Letter of Credit Fees. Subject to Section 2.21, in consideration of the LOC Commitments, the Company agrees to
pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin for Letter of Credit Fee per annum on the average daily maximum amount available to be drawn under each
Letter of Credit from the date of issuance to the date of expiration. The Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter. 

  
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 (c) Issuing Lender Fees. In addition to the Letter of Credit Fees payable
pursuant to subsection (b) hereof, the Company shall pay to the applicable Issuing Lender for its own account without sharing by the other Lenders the reasonable and customary charges from time to time of such Issuing Lender with respect to the
amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the “Issuing Lender Fees”). Each Issuing Lender may charge, and retain for its own account without
sharing by the other Lenders, an additional facing fee (the “Letter of Credit Facing Fee”) as described in the respective Fee Letters of Wells Fargo and Bank of America. The Issuing Lender Fees and the Letter of Credit Facing Fee
shall be payable quarterly in arrears on the last Business Day of each calendar quarter. 
 (d) Administrative Fee.
The Company agrees to pay to the Agent the annual administrative fee as described in the Fee Letter of Wells Fargo. 
 Section 2.5
Commitment Reductions. 
 (a) Voluntary Reductions. The Company shall have the right to terminate or
permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than five (5) Business Days’ prior written notice to the Agent (which shall notify the Lenders thereof as soon as
practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 or a whole multiple of $250,000 in excess thereof and shall
be irrevocable and effective upon receipt by the Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the
sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect. Any reduction in the Revolving Committed
Amount shall be applied to the Commitment of each Lender in according to its Revolving Commitment Percentage. 
 (b) LOC
Committed Amount. If the Revolving Committed Amount is reduced below the then current LOC Committed Amount, the LOC Committed Amount shall automatically be reduced by an amount such that the LOC Committed Amount equals the Revolving Committed
Amount. 
 (c) Swingline Committed Amount. If the Revolving Committed Amount is reduced below the then current
Swingline Committed Amount, the Swingline Committed Amount shall automatically be reduced by an amount such that the Swingline Committed Amount equals the Revolving Committed Amount. 

(d) Maturity Date. The Revolving Commitments, the Swingline Commitment and the LOC Commitment shall automatically
terminate on the Maturity Date. 
 Section 2.6 Prepayments. 

(a) Optional Prepayments. The Company shall have the right to prepay Loans in whole or in part from time
to time; provided, however, that (i) each partial prepayment of any Base Rate Loan shall be in a minimum principal amount of (i) $100,000 and integral multiples of $100,000 in excess thereof, (ii) each partial prepayment of a
Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof and (iii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount of


  
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$100,000 and integral multiples of $100,000 in excess thereof. The Company shall notify the Agent of such prepayment by written notice in the form of Exhibit 2.6(a) (a “Notice of
Prepayment”). The Company shall give three Business Days’ irrevocable notice in the case of LIBOR Rate Loans and one Business Day’s irrevocable notice in the case of Base Rate Loans, to the Agent (which shall notify the Lenders
thereof as soon as practicable). Amounts prepaid under this Section shall be applied to the outstanding Loans as the Company may elect. Within the foregoing parameters, prepayments under this Section 2.6(a) shall be applied first to Base Rate
Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.6(a) shall be subject to Section 2.15, but otherwise without premium or penalty. Interest on the principal amount
prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is
made hereunder through the date of prepayment. Amounts prepaid on the Loans may be reborrowed in accordance with the terms hereof. 

(b) Mandatory Prepayments. If at any time after the Closing Date, the sum of the aggregate principal amount of
outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall exceed the Revolving Committed Amount, the Company shall immediately prepay the Revolving Loans and Swingline Loans and (after all
Revolving Loans and Swingline Loans have been repaid) Cash Collateralize the LOC Obligations in an amount sufficient to eliminate such excess. All amounts required to be paid pursuant to this Section shall be applied as follows:
(1) first to the outstanding Swingline Loans, (2) second to the outstanding Revolving Loans and (3) third to Cash Collateralize the LOC Obligations. Within the foregoing parameters, prepayments under this
Section 2.6(b) shall be applied first to Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.6(b) shall be subject to Section 2.15, but otherwise without
premium or penalty. 
 (c) Bank Product Obligations Unaffected. Any prepayment made pursuant to this Section 2.6
shall not affect the Company’s obligation to continue to make payments under any Bank Product, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such Bank Product. 

Section 2.7 Default Rate and Payment Dates. 

(a) If all or a portion of the principal amount of any Loan which is a LIBOR Rate Loan shall not be paid when due or continued
as a LIBOR Rate Loan in accordance with the provisions of Section 2.8 (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount of such Loan shall be converted to a Base Rate Loan at the end of the Interest
Period applicable thereto. 
 (b) Upon the occurrence and during the continuance of a (i) Bankruptcy Event or a Payment
Event of Default, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Loan Documents shall automatically bear interest at a rate per annum which is equal to the Default
Rate and (ii) any other Event of Default hereunder, at the option of the Required Lenders, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Loan Documents shall
automatically bear interest, at a per annum rate which is equal to the Default Rate, in each case from the date of such Event of Default until such Event of Default is waived in accordance with Section 9.1. Any default interest owing under this
Section 2.7(b) shall be due and payable on the earlier to occur of (x) demand by the Agent (which demand the Agent shall make if directed by the Required Lenders) and (y) the Maturity Date. 

  
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 (c) Interest on each Loan shall be payable in arrears on each Interest Payment
Date; provided that interest accruing pursuant to paragraph (b) of this Section shall be payable from time to time on demand. 

Section 2.8 Conversion Options. 

(a) The Company may, in the case of Revolving Loans, elect from time to time to convert Base Rate Loans to LIBOR Rate Loans or
to continue LIBOR Rate Loans, by delivering a Notice of Conversion/Extension to the Agent at least three Business Days’ prior to the proposed date of conversion or continuation. In addition, the Company may elect from time to time to convert
all or any portion of a LIBOR Rate Loan to a Base Rate Loan by giving the Agent irrevocable written notice thereof by 11:00 A.M. one (1) Business Day prior to the proposed date of conversion. If the date upon which a Base Rate Loan is to
be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear
interest as if it were a Base Rate Loan. LIBOR Rate Loans may only be converted to Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to a Base Rate Loan is not a Business
Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were a Base Rate Loan. All or any part
of outstanding Base Rate Loans may be converted as provided herein; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions
shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. All or any part of outstanding LIBOR Rate Loans may be converted as provided herein; provided that partial conversions shall be in an
aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. 
 (b) Any LIBOR Rate Loans
may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Company with the notice provisions contained in Section 2.8(a); provided, that no LIBOR Rate Loan may be continued as such when
any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Company shall fail to give timely
notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Base Rate Loans at the end of the applicable Interest Period with
respect thereto. 
 Section 2.9 Swingline Loan Subfacility. 

(a) Swingline Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Swingline
Lender, in its individual capacity, agrees to, in reliance upon the agreements of the other Lenders set forth in this Section, make certain revolving credit loans to the Company (each a “Swingline Loan” and, collectively, the
“Swingline Loans”) for the purposes hereinafter set forth; provided, however, (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed THIRTY MILLION DOLLARS
($30,000,000) (the “Swingline Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC


  
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Obligations shall not exceed the Revolving Committed Amount then in effect, and (iii) the sum of the aggregate principal amount of a Swingline Lender’s outstanding Swingline Loans
shall not exceed such Swingline Lender’s respective share of the Swingline Committed Amount according to such Swingline Lender’s Swingline Commitment Percentage. Swingline Loans hereunder may be repaid and reborrowed in accordance with the
provisions hereof. 
 (b) Swingline Loan Borrowings. 

(i) Notice of Borrowing and Disbursement. Upon receiving a Notice of Borrowing from the Company not later than
3:00 P.M. (Charlotte, North Carolina time) on any Business Day requesting that a Swingline Loan be made, the Applicable Swingline Lender will make Swingline Loans available to the Company on the same Business Day such request is received by
such Applicable Swingline Lender. Upon receipt, the Applicable Swingline Lender will provide to the Agent a copy of any Notice of Borrowing received by such Applicable Swingline Lender. Swingline Loan borrowings hereunder shall be made in minimum
amounts of $50,000 (or the remaining available amount of the Swingline Committed Amount if less) and in integral amounts of $50,000 in excess thereof. 

(ii) Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of thirty
(30) days following the date such Swingline Loan is made and the Maturity Date. The Applicable Swingline Lender may, at any time, in its sole discretion, by written notice to the Company and the Agent, demand repayment of its Swingline Loans by
way of a Revolving Loan borrowing, in which case the Company shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans; provided, however, that, in the
following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Maturity Date, (B) the occurrence of any Bankruptcy Event, (C) upon acceleration of the Obligations hereunder,
whether on account of a Bankruptcy Event or any other Event of Default, and (D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request
therefor as provided herein being hereinafter referred to as “Mandatory Swingline Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each
Mandatory Swingline Borrowing in the amount and in the manner specified in the preceding sentence on the date such notice is received by the Lenders from the Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall
be made at or before 12:00 Noon on the Business Day next succeeding the date such notice is received notwithstanding (1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving
Loans otherwise required hereunder, (2) whether any conditions specified in Section 4.2 are then satisfied, (3) whether a Default or an Event of Default then exists, (4) failure of any such request or deemed request for Revolving
Loans to be made by the time otherwise required in Section 2.1(b)(i), (5) the date of such Mandatory Swingline Borrowing, or (6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior
to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any


  
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payments received from the Company on or after such date and prior to such purchase) from the Applicable Swingline Lender such Participation Interest in the outstanding Swingline Loans as shall
be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2);
provided that (x) all interest payable on the Swingline Loans shall be for the account of the Applicable Swingline Lender until the date as of which the respective Participation Interest is purchased, and (y) at the time any
purchase of a Participation Interest pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Applicable Swingline Lender interest on the principal amount of such Participation Interest purchased for each day
from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such Participation Interest, at the rate equal to, if paid within two (2) Business Days of the date
of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate. The Company shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with
Section 2.6(a). 
 (c) Interest on Swingline Loans. Subject to the provisions of Section 2.7, Swingline
Loans shall bear interest at a per annum rate equal to the LIBOR Reference Rate plus the Applicable Margin for Revolving Loans. Interest on Swingline Loans shall be payable in arrears on each Interest Payment Date. 

(d) Swingline Note; Covenant to Pay. The Swingline Loans shall be evidenced by this Agreement and, upon request of the
Applicable Swingline Lender, by a duly executed promissory note of the Company in favor of the Applicable Swingline Lender in the original amount of the Swingline Commitment of each Swingline Lender and substantially in the form of Exhibit
2.9(d). The Company covenants and agrees to pay the Swingline Loans in accordance with the terms of this Agreement. 

(e) Cash Collateral. At any point in time in which there is a Defaulting Lender, any Swingline Lender may require the
Company to Cash Collateralize the outstanding Swingline Loans pursuant to Section 2.20. 
 Section 2.10 Computation of
Interest and Fees; Usury. 
 (a) Interest payable hereunder with respect to any Base Rate Loan based on the Prime
Rate shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed. The Agent shall as soon as practicable notify the Company and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof. Any change
in the interest rate on a Loan resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate shall become effective. The Agent shall as soon as practicable notify the
Company and the Lenders of the effective date and the amount of each such change. 
 (b) Each determination of an interest
rate by the Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Company and the Lenders in the absence of manifest error. The Agent shall, at the request of the Company, deliver to the Company a statement showing
the computations used by the Agent in determining any interest rate. 

  
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 (c) It is the intent of the Lenders and the Credit Parties to conform to and
contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such
agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including, but not limited to, prepayment or acceleration of the maturity of any Obligation), shall the interest taken,
reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Loan Documents or any other
document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount
permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from
this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the
payment of interest, or refunded to the Company or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other
Indebtedness evidenced by any of the Loan Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event
of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or
extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law. 

Section 2.11 Pro Rata Treatment and Payments. 

(a) Allocation of Payments Prior to Exercise of Remedies. Each borrowing of Revolving Loans and any reduction of the
Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Unless otherwise required by the terms of this Agreement, each payment under this Agreement shall be applied, first, to
any fees then due and owing by the Company pursuant to Section 2.4, second, to interest then due and owing hereunder of the Company and, third, to principal then due and owing hereunder and under this Agreement of the Company.
Each payment on account of any fees pursuant to Section 2.4 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Letter of Credit Facing Fees and the Issuing Lender Fees which shall be paid to the
applicable Issuing Lender). Each payment by the Company on account of principal of and interest on the Revolving Loans, shall be applied to such Loans on a pro rata basis and, to the extent applicable, in accordance with the terms of
Section 2.6 hereof. All payments (including prepayments) to be made by the Company on account of principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made to
the Agent for the account of the Lenders at the Agent’s office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Agent shall
distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment
shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan


  
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becomes due and payable on a day other than a Business Day, such payment date shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such
payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. For the avoidance of doubt, unless otherwise required by the terms of this Agreement, each payment made with regards to the LOC
Commitments shall be made pro rata according to the respective outstanding LOC Obligations of the applicable Issuing Lender. 

(b) Allocation of Payments After Exercise of Remedies. Notwithstanding any other provisions of this Agreement to the
contrary, after the exercise of remedies (other than the application of default interest pursuant to Section 2.7) by the Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and the Loans
(with accrued interest thereon) and all other amounts under the Loan Documents (including, without limitation, the maximum amount of all contingent liabilities under Letters of Credit) shall automatically become due and payable in accordance with
the terms of such Section), all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Loan Documents shall or in respect of the Collateral shall be paid
over or delivered as follows (irrespective of whether the following costs, expenses, fees, interest, premiums, scheduled periodic payments or Credit Party Obligations are allowed, permitted or recognized as a claim in any proceeding resulting from
the occurrence of a Bankruptcy Event): 
 FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Agent in connection with enforcing the rights of the Lenders under the Loan Documents and any
protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Security Documents; 

SECOND, to the payment of any fees owed to the Agent and the Issuing Lenders; 

THIRD, to the payment of all reasonable
out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under
the Loan Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; 
 FOURTH, to the payment
of all of the Credit Party Obligations consisting of accrued fees and interest, and including, with respect to any Bank Product, any fees, premiums and scheduled periodic payments due under such Bank Product and any interest accrued thereon; 

FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and the payment or Cash
Collateralization of the outstanding LOC Obligations, and including with respect to any Bank Product, any breakage, termination or other payments due under such Bank Product and any interest accrued thereon; 

SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Loan
Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and 
 SEVENTH,
to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. 

  
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 In carrying out the foregoing, (a) amounts received shall be applied in the numerical order
provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders (including any Issuing Lenders) and any Bank Product Provider shall receive an amount equal to its pro rata share (based on the
proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Bank Product Provider bears to the aggregate then outstanding Loans and LOC Obligations and obligations payable
under all Bank Products) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (c) to the extent that any amounts available for distribution pursuant to
clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a Cash Collateral account and applied (i) first, to reimburse each applicable Issuing
Lender from time to time for any drawings under such Letters of Credit on a pro rata basis and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and
“SIXTH” above in the manner provided in this Section. Notwithstanding the foregoing terms of this Section, only Collateral proceeds and payments under the Subsidiary Guaranty (as opposed to ordinary course principal, interest and fee
payments hereunder) shall be applied to obligations under any Bank Product. Notwithstanding the foregoing, Credit Party Obligations arising under Bank Products with Bank Product Providers shall be excluded from the application described above if the
Agent has not received written notice thereof, together with such supporting documentation as the Agent may request, from the applicable Bank Product Provider, as the case may be. Each Bank Product Provider not a party to this Agreement that has
given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Agent pursuant to the terms of Article VIII for itself and its Affiliates as if a
“Lender” party hereto. 
 Section 2.12 Non-Receipt of Funds by the Agent.

 (a) Funding by Lenders; Presumption by Agent. Unless the Agent shall have received written notice from a Lender
prior to the proposed date of any Extension of Credit that such Lender will not make available to the Agent such Lender’s share of such Extension of Credit, the Agent may assume that such Lender has made such share available on such date in
accordance with this Agreement and may, in reliance upon such assumption, make available to the Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Extension of Credit available to the Agent,
then the applicable Lender and the Company severally agree to pay to the Agent within two Business Days on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Company
to but excluding the date of payment to the Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on
interbank compensation and (ii) in the case of a payment to be made by the Company, the interest rate applicable to Loans. If the Company and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent
shall promptly remit to the Company the amount of such interest paid by the Company for such period. If such Lender pays its share of the applicable Extension of Credit to the Agent, then the amount so paid shall constitute such Lender’s Loan
included in such Extension of Credit. Any payment by the Company shall be without prejudice to any claim the Company may have against a Lender that shall have failed to make such payment to the Agent. 

  
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 (b) Payments by Company; Presumptions by Agent. Unless the Agent shall
have received notice from the Company prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuing Lenders hereunder that the Company will not make such payment, the Agent may assume that the Company has
made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lenders, as the case may be, the amount due. In such event, if the Company has not in fact made such payment,
then each of the Lenders or the Issuing Lenders, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the
date such amount is distributed to it to but excluding the date of payment to the Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. 

A notice of the Agent to any Lender or the Company with respect to any amount owing under subsections (a) and (b) of this
Section shall be conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions Precedent. If any Lender
makes available to the Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Company by the Agent because the conditions to the applicable
Extension of Credit set forth in Article IV are not satisfied or waived in accordance with the terms thereof, the Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Revolving Loans, to fund
participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.5(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment under
Section 9.5(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its
participation or to make its payment under Section 9.5(c). 
 (e) Funding Source. Nothing herein shall be deemed
to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

Section 2.13 Inability to Determine Interest Rate. 

(a) Notwithstanding any other provision of this Agreement, unless and until a Replacement Rate is implemented in accordance
with clause (b) below if (i) the Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for
the applicable amount and Interest Period of a Loan, (ii) the Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market,
reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or (iii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the
LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Agent shall forthwith give telephone notice of
such determination, confirmed in writing, to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Company shall have notified the Agent upon receipt of such telephone notice that
it wishes to rescind or modify its request regarding such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans 

  
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shall be made as Base Rate Loans and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Base Rate Loans. Until any such
notice has been withdrawn by the Agent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. 

(b) Notwithstanding anything to the contrary in clause (a) above, if the Agent has made the determination (which
determination shall be conclusive and binding absent manifest error) that (i) the circumstances described in Section 2.13(a)(i) or (a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable
interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the syndicated loan market in the applicable currency or (iii) the applicable supervisor or administrator (if any) of any applicable
interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer
be used for determining interest rates for loans in the syndicated loan market in the applicable currency, then the Agent may, to the extent practicable (in consultation with the Company and as determined by the Agent to be generally in accordance
with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the
Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.13(b)(i), (b)(ii) or (b)(iii) occurs with
respect to the Replacement Rate or (B) the Agent (or the Required Lenders through the Agent) notifies the Company that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at
the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Agent and the Company, as may be necessary or
appropriate, in the opinion of the Agent, to effect the provisions of this clause (b). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 9.1), such amendment shall
become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such
Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment. To the extent the Replacement Rate is approved by the Agent and the Company in connection with this clause (b), the
Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Agent, such Replacement Rate shall be applied as otherwise
reasonably determined by the Agent (it being understood that any such modification by the Agent shall not require the consent of, or consultation with, any of the Lenders). 

Section 2.14 Yield Protection. 

(a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or any Issuing Lender; 

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses
(b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; or 
 (iii) impose on any Lender or any Issuing Lender or the London interbank market any other condition, cost or
expense affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; 

  
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 and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing,
converting, into or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon
written request of such Lender or Issuing Lender, the Company shall promptly pay to any such Lender or Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for
such additional costs incurred or reduction suffered. 
 (b) Capital Requirements. If any Lender or Issuing Lender
determines that any Change in Law affecting such Lender or Issuing Lender or any lending office of such Lender or such Lender’s or Issuing Lender’s holding company, if any, regarding capital requirements or liquidity has or would have the
effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender
or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with respect to capital
adequacy), then from time to time the Company will pay to such Lender or Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding
company for any such reduction suffered. 
 (c) Certificates for Reimbursement. A certificate of a Lender or an
Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or Issuing Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Company shall be
conclusive absent manifest error. The Company shall pay such Lender or Issuing Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof; provided any such amounts being
demanded of the Company by such Lender shall be made on a nondiscriminatory basis, consistent with other requests being made by such Lender in connection with other similar loans held by such Lender. 

(d) Delay in Requests. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to
this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation, provided that the Company shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for
any increased costs incurred or reductions suffered, as the case may be, to the extent that such Lender or Issuing Lender fails to make a demand for such compensation more than six (6) months after becoming aware of such Change in Law giving
arise to such increased costs or reductions. 
 Section 2.15 Compensation for Losses. 

Upon demand of any Lender (with a copy to the Agent) from time to time, the Company shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense (it being understood that Indemnified Taxes are covered by Section 2.16) incurred by it as a result of: 

  
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 (i) any continuation, conversion, payment or prepayment (other than pursuant to
Section 2.12) of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(ii) any failure by the Company (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue
or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company; or 
 (iii) any
assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company pursuant to Section 2.19; 

excluding any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Company shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 

For purposes of calculating amounts payable by the Company to the Lenders under this Section, each Lender shall be deemed to have funded each
LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so
funded. 
 Section 2.16 Taxes. 

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Company hereunder or under
any other Loan Document shall be made free and clear of and without reduction or withholding for any Taxes; provided that if the Company or the Agent shall be required by Applicable Law to deduct any Taxes from such payments, then (i) if
such Taxes are Indemnified Taxes, the sum payable by the Company shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the applicable
Recipient, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Company or the Agent, as applicable, shall be entitled to make such deductions and (iii) the Company or the Agent, as
applicable, shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law. 

(b) Payment of Other Taxes by the Company. Without limiting the provisions of paragraph (a) above, the Company
shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Agent timely reimburse the Agent for the payment of any Other Taxes; provided, that evidence of any such payment of
Other Taxes has been provided to the Company. 
 (c) Indemnification by the Company. The Company shall indemnify each
Recipient, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by such Recipient, and any
penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Company by a Lender or Issuing Lender 

  
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(with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender or Issuing Lender, shall be conclusive absent manifest error. The Company shall also indemnify the Agent,
within thirty (30) days after demand therefor, for any amount which a Lender or Issuing Lender for any reason fails to pay indefeasibly to the Agent as required by paragraph (g) below; provided that, such Lender or Issuing Lender,
as the case may be, shall indemnify the Company to the extent of any payment the Company makes to the Agent pursuant to this sentence. In addition, the Company shall indemnify the Agent, each Lender and Issuing Lender, within thirty (30) days
after demand therefor, for any incremental Taxes that may become payable by such Agent, Lender (or its beneficial owners) or Issuing Lender as a result of any failure of any Credit Party to pay any Taxes when due to the appropriate Governmental
Authority or to deliver to such Agent, pursuant to clause (d), documentation evidencing the payment of Taxes. 
 (d)
Evidence of Payments. As soon as practicable and in any event within thirty (30) days after any payment of Indemnified Taxes by the Company to a Governmental Authority, the Company shall deliver to the Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. 

(e) Status of Lenders. Any Lender that is a United States person (within the meaning of Section 7701(a)(30) of the
Code) shall deliver to the Company and the Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments hereunder or
under any other Loan Document shall deliver to the Company (with a copy to the Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Company or the Agent, such properly completed and executed documentation
prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Company or the Agent, shall deliver such other documentation prescribed by
Applicable Law or reasonably requested by the Company or the Agent as will enable the Company or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the
generality of the foregoing, in the event that the Company is a resident for tax purposes in the United States, any Foreign Lender shall deliver to the Company and the Agent (in such number of copies as shall be requested by the recipient) on or
prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable: 
 (i) duly completed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party; 

(ii) duly completed copies of IRS Form W-8ECI; 

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the
Code, (x) a certificate (a “Tax Compliance Certificate”) in a form reasonably satisfactory to the Company and the Agent to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the
Code and (y) duly completed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; 

  
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 (iv) to the extent a Foreign Lender is not the beneficial owner, executed copies
of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a Tax Compliance Certificate in a form reasonably satisfactory to the Company and the Agent, IRS Form W-9, and/or other certification documents from
each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender shall provide a Tax
Compliance Certificate in a form reasonably satisfactory to the Company and the Agent on behalf of each such direct and indirect partner; or 

(v) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal
withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Company to determine the withholding or deduction required to be made. 

If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to
fail to comply with any requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Agent at the time or times prescribed by Applicable Law and at
such time or times reasonably requested by the Company or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the
Company or the Agent as may be necessary for the Company and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this paragraph, “FATCA” shall include any amendments made to FATCA after the Closing Date. 

To the extent that the relevant documentation provided pursuant to this Section 2.16(e) is rendered obsolete or
inaccurate in any respect, such Lender or Issuing Lender shall update such documentation or promptly notify the Company and the Agent in writing of its legal inability to do so. 

(f) Treatment of Certain Refunds. If any party determines, in its reasonable discretion, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section (including additional amounts paid by the Company pursuant to this Section), it shall pay to the applicable indemnifying party an amount equal to such refund (but only to the
extent of indemnity payments made, or additional amounts paid, under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the applicable indemnifying party, upon the request of
such indemnified party, agrees to repay the amount paid over pursuant to this Section (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such indemnified party in the event such indemnified party is
required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph
(f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts
giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Company or
any other Person. 

  
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 (g) Indemnification of the Agent. Each Lender and Issuing Lender shall
severally indemnify the Agent within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender or Issuing Lender (but only to the extent that the Company has not already indemnified the Agent for such
Indemnified Taxes and without limiting the obligation of the Company to do so), (ii) any Taxes attributable to such Lender’s or Issuing Lender’s failure to comply with the provisions of Section 9.6(d) relating to the maintenance of a
Participant Register and (iii) any Excluded Taxes attributable to such Lender or Issuing Lender, in each case, that are payable or paid by the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Lender by the Agent shall
be conclusive absent manifest error. Each Lender and Issuing Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Lender, as the case may be, under any Loan Document against any
amount due to the Agent under this paragraph (g). The agreements in paragraph (g) shall survive the resignation and/or replacement of the Agent. 

(h) Survival. Without prejudice to the survival of any other agreement of the Company hereunder, the agreements and
obligations of the Company contained in this Section shall survive the payment in full of the Obligations and the termination of the Revolving Commitment. 

Section 2.17 Indemnification; Nature of Issuing Lender’s Duties. 

(a) In addition to its other obligations under Section 2.3, the Credit Parties hereby agree to protect, indemnify, pay and
save the Issuing Lenders and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) (it being understood that Indemnified Taxes are
covered by Section 2.16) that such Issuing Lender or Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of an Issuing Lender to honor a drawing under
a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government Acts”).

 (b) As between the Credit Parties, each Issuing Lender and each Lender, the Credit Parties shall assume all risks of the
acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. Neither the Issuing Lenders nor any Lender shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or
sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any
reason; (iii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit so long as the applicable Issuing Lender acts with reasonable care in connection therewith;
(iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in 

  
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cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a
Letter of Credit or of the proceeds thereof; and (vii) for any consequences arising from causes beyond the control of any Issuing Lender or any Lender, including, without limitation, any Government Acts. None of the above shall affect, impair,
or prevent the vesting of any Issuing Lender’s rights or powers hereunder. 
 (c) In furtherance and extension and not
in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender or Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in the absence of gross
negligence or willful misconduct, shall not put such Issuing Lender or such Lender under any resulting liability to the Credit Parties. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify
each Issuing Lender and each Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Credit Parties, including, without limitation, any and all risks of the acts or omissions,
whether rightful or wrongful, of any Governmental Authority. The Issuing Lenders and the Lenders shall not, in any way, be liable for any failure by the applicable Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a
result of any Government Acts or any other cause beyond the control of the Issuing Lenders and the Lenders. 
 (d) Nothing in
this Section is intended to limit the Reimbursement Obligation of the Company contained in Section 2.3(d) hereof. The obligations of the Credit Parties under this Section shall survive the termination of this Agreement. No act or omissions of
any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lenders and the Lenders to enforce any right, power or benefit under this Agreement. 

(e) Notwithstanding anything to the contrary contained in this Section, the Credit Parties shall have no obligation to
indemnify any Issuing Lender or any Lender in respect of any liability incurred by such Issuing Lender or such Lender arising out of the gross negligence or willful misconduct of such Issuing Lender (including action not taken by such Issuing Lender
or such Lender), as determined by a court of competent jurisdiction or pursuant to arbitration. 
 Section 2.18 Illegality.

 Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for such Lender or its Lending
Office to make or maintain LIBOR Rate Loans as contemplated by this Agreement or to obtain in the interbank eurodollar market through its Lending Office the funds with which to make such Loans, (a) such Lender shall promptly notify the Agent
and the Company thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended until the Agent shall give notice that the condition or situation which gave rise to
the suspension shall no longer exist, and (c) such Lender’s Loans then outstanding as LIBOR Rate Loans, if any, shall be converted on the last day of the Interest Period for such Loans or within such earlier period as required by law as
Base Rate Loans. The Company hereby agrees to promptly pay any Lender, upon its demand, any additional amounts necessary to compensate such Lender for actual and direct costs (but not including anticipated profits) reasonably incurred by such Lender
in making any repayment in accordance with this Section including, but not limited to, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder; provided any
such amounts being demanded of the Company by such Lender shall be made on a nondiscriminatory basis, consistent with other requests being made by such Lender in connection with other similar loans held by such Lender. A certificate (which
certificate shall include a description of the basis for the computation) as to any additional amounts payable pursuant to 

  
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this Section submitted by such Lender, through the Agent, to the Company shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable
efforts to change its Lending Office) to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional
costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material. 
 Section 2.19 Mitigation;
Replacement of Lenders 
 (a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 2.14, or requires the Company to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.14, any Lender does not provide its
consent in the case of any request of the Company where all Lenders are required to so consent (and the Required Lenders have consented thereto), or if the Company is required to pay any Indemnified Taxes or additional amounts to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender then the Company may, at its sole expenses and effort, upon notice to such Lender and the Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to
an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

(i) the Company shall have paid to the Agent the assignment fee (if any) specified in Section 9.6; 

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in
Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.15) from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Company (in the case of all other amounts); 
 (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and 

(iv) such assignment does not conflict with applicable law. 

  
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 A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. 

Section 2.20 Cash Collateral. 

(a) Cash Collateral. 

(i) At any time that there shall exist a Defaulting Lender, immediately upon the request of the Agent, any Issuing Lender or
any Swingline Lender, the Company shall deliver to the Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.21(g) and any Cash Collateral provided by the Defaulting Lender). 

(ii) If, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding, the Company
shall immediately deliver to the Agent for the benefit of the applicable Issuing Lender Cash Collateral in an amount to equal 105% of the stated amount of all such Letters of Credit. 

(b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to
deposit) shall be maintained in blocked, non-interest bearing deposit accounts with the Agent. The Company, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control
of) the Agent, for the benefit of the Agent, the Issuing Lenders and the Lenders (including the Swingline Lenders), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other
property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to clause (c) below. If at any time the Agent, any Issuing
Lender or any Swingline Lender determines that Cash Collateral is subject to any right or claim of any Person other than the Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and
other obligations secured thereby, the Company or the relevant Defaulting Lender will, promptly upon demand by the Agent, any Issuing Lender or any Swingline Lender pay or provide to the Agent additional Cash Collateral in an amount sufficient to
eliminate such deficiency. 
 (c) Application. Notwithstanding anything to the contrary contained in this Agreement,
Cash Collateral provided under any of this Section or Section 2.21 in respect of Letters of Credit or Swingline Loans, shall be held and applied to the satisfaction of the specific LOC Obligations, Swingline Loans, obligations to fund
participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property
as may be provided for herein. 
 (d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce
Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the
applicable Lender (or, as appropriate, its assignee)), or (ii) the Agent’s good faith determination that there exists excess Cash Collateral (which determination shall be confirmed by any Issuing Lender or Swingline Lender affected by such
release of Cash Collateral); provided, however, (A) that Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default (and following


  
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application as provided in this Section may be otherwise applied in accordance with Section 2.11), and (B) the Person providing Cash Collateral and each applicable Issuing Lender or
Applicable Swingline Lender may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations. 

Section 2.21 Defaulting Lenders. 

Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such
Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 
 (a) Waivers and Amendments.
Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.1. 

(b) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Agent under this
Agreement for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 9.7 shall be applied at such
time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to any Issuing Lender or Swingline Lender hereunder; third, to Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.20; fourth, as the Company
may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if
so determined by the Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and
(y) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.20; sixth, to the
payment of any amounts owing to the Lenders, the Issuing Lenders or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lenders or Swingline Lenders against such Defaulting Lender as
a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a
court of competent jurisdiction obtained by the Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or funded participations in Swingline Loans or Letters of Credit in respect of which such Defaulting
Lender has not fully funded its appropriate share, and (y) such Revolving Loans or funded participations in Swingline Loans or Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived,
such payment shall be applied solely to pay the Revolving Loans of, and funded participations in Swingline Loans or Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Loans of, or Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance
with the Revolving Commitments without giving effect to Section 2.21(c). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post
Cash Collateral pursuant to this Section 2.21(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

  
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 (c) Reallocation of Revolving Commitment Percentages to Reduce Fronting
Exposure. All or any part of such Defaulting Lender’s participation in LOC Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective
Revolving Commitment Percentage (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and,
unless the Company shall have otherwise notified the Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate
Revolving Loans outstanding, participations in LOC Obligations and Swingline Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving
Commitment. Subject to Section 9.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim
of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

(d) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lenders
shall not be required to fund any Swingline Loans unless each Swingline Lender is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and to any reallocation under Section 2.21(c) and (ii) no Issuing
Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto and to any reallocation under Section 2.21(c). 

(e) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in Section 2.21(c) above cannot,
or can only partially, be effected, the Company shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Applicable Swingline Lender’s Fronting
Exposure and (y) second, Cash Collateralize the Applicable Swingline Lender’s Fronting Exposure in accordance with the procedures set forth in Section 2.20. 

(f) Certain Fees. For any period during which such Lender is a Defaulting Lender, such Defaulting Lender (i) shall
not be entitled to receive any Facility Fee pursuant to Section 2.4 (and the Company shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender) and (ii) shall not be
entitled to receive any letter of credit fees pursuant to Section 2.4(b) otherwise payable to the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral pursuant
to Section 2.20. With respect to any Letter of Credit fee pursuant to Section 2.4(b) not required to be paid to any Defaulting Lender pursuant to this Section 2.21(f), the Company shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LOC Obligations or Swingline Loans that has been
reallocated to such Non-Defaulting Lender pursuant to Section 2.21(c) above, (y) after giving effect to any reallocation under Section 2.21(c), pay to each Issuing Lender and Swingline
Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required
to pay the remaining amount of any such fee. 

  
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 (g) Defaulting Lender Cure. If the Company, the Agent, the Swingline
Lenders and the Issuing Lenders agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the date specified in such notice
and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Revolving Loans of the other Lenders or take such
other actions as the Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Revolving
Commitment Percentages (without giving effect to Section 2.21(c)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of the Company while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. 

Section 2.22 Extension of Maturity Date. 

The Company shall have the option, up to two (2) times during the term of this Agreement, to extend the Maturity Date each time by an
additional six (6) month period, subject to the satisfaction of the following conditions for each request: 
 (i) the
Agent shall have received written notice of the extension request from the Company not earlier than 180 days and not later than 30 days prior to the Maturity Date then in effect hereunder; 

(ii) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect
thereto; 
 (iii) the representations and warranties contained in this Agreement and the other Loan Documents shall be true
and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); 
 (iv)
the Agent shall have received, for the ratable benefit of the Lenders from the Company an extension fee in aggregate amount equal to 0.075% of the aggregate Revolving Commitments on the date of such extension; 

(v) the Agent shall have received evidence that, before and after giving effect to this Section 2.22, the Company is in
compliance with each of the financial covenants set forth in Section 5.5, and 
 (vi) the Agent shall have received a
certificate signed by a duly authorized officer of the Company and each other Credit Party ratifying and reaffirming each of its obligations under the Loan Documents and certifying to subsections (i) – (v) above. 

The extension of the Maturity Date provided for herein shall become effective on the date on which all of the foregoing conditions are satisfied and the Agent
will promptly notify the Lenders of such extension. This Section shall supersede any provisions in Section 9.1 to the contrary. 

  
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 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

The Company hereby represents and warrants to the Lenders and the Agent as follows: 

Section 3.1 Corporate Existence. 

(a) The Company (i) is a real estate investment trust duly organized, validly existing and in good standing under the laws
of the State of Maryland, (ii) has adequate power and authority and full legal right to own or to hold under lease its properties and to carry on the business in which it is presently engaged; and (iii) except as indicated on
Schedule 3.1 hereto, is qualified, licensed, admitted or approved to do business as a foreign business entity in each jurisdiction wherein the character of the properties owned or held under lease by it, or the nature of
the business conducted by it, makes such qualification necessary, except where such failure to qualify could not reasonably be expected to have a Material Adverse Effect. No Credit Party nor any Subsidiary thereof is an EEA Financial Institution.

 (b) The Company has adequate power and authority and has full legal right to enter into each of the Loan Documents to
which it is or is to become a party, to perform, observe and comply with all of its agreements and obligations under each of such documents, and to make all of the borrowings contemplated by this Agreement. 

Section 3.2 Subsidiaries; Unconsolidated Affiliates. 

The Company has no Subsidiaries other than those Subsidiaries listed on sub-part A of Schedule
3.2 (which Schedule shall include an indication of whether such Subsidiary is a Guarantor, an Other Non-Guarantor Subsidiary or an Excluded Subsidiary), and such other Subsidiaries established by the
Company from time to time subject to the requirements of Section 5.33. Each of the Subsidiaries identified on sub-part A of Schedule 3.2 as of the Closing Date and as of the last date such
Schedule was required to be updated in accordance with Section 5.3(i) as an Excluded Subsidiary meets the requirements for an Excluded Subsidiary set forth in the definition thereof. The Company has no Unconsolidated Affiliates other
than those Unconsolidated Affiliates set forth on sub-part B of Schedule 3.2 and such other Unconsolidated Affiliates established by the Company from time to time pursuant to investments permitted under
Section 5.25. The capital structure of the Company and each of its Subsidiaries (including detail as to ownership interests) is set forth on sub-part C of Schedule 3.2. 

Section 3.3 Authority, Etc. 

The execution and delivery by the Company of each of the Loan Documents to which it is or is to become a party, the performance by the Company
of all of its agreements and obligations under each of such documents and the making by the Company of all of the borrowings contemplated by this Agreement as and when such borrowings are made, have been duly authorized by all necessary action on
the part of the Company and its shareholders and do not (i) contravene any provision of its declaration of trust, by-laws or other organizational document, (ii) conflict with, or result in a breach
of any material term, condition or provision of, or constitute a default under or result in the creation of any mortgage, lien, pledge, charge, security interest or other encumbrance upon any of its property under, any agreement, trust deed,
indenture, mortgage or other instrument to which it is or may become a party or by which it or any of its property is or may become bound or affected, (iii) violate or contravene any 

  
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provision of any law, regulation, order or judgment of any court or governmental or regulatory, bureau, agency or official except where such violation or contravention could not reasonably be
expected to have a Material Adverse Effect, (iv) require any waivers, consents or approvals by any of the creditors of the Company, (v) require any consents or approvals by any shareholders of the Company (except such as will be duly
obtained on or prior to the Closing Date and will be in full force and effect on and as of the Closing Date), or (vi) require any approval, consent, order, authorization or license by, or giving notice to, or taking any other action with
respect to, any governmental or regulatory authority or agency under any provision of any applicable law, except those actions which have been taken or will be taken prior to the Closing Date or where the failure to do so could not reasonably be
expected to have a Material Adverse Effect. 
 Section 3.4 Binding Effect Of Documents, Etc. 

The Company has duly executed and delivered each of the Loan Documents to which it is a party and each of such documents is in full force and
effect. The agreements and obligations of the Company contained in each of the Loan Documents to which it is a party constitute its legal, valid and binding obligations enforceable against it in accordance with their respective terms except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that the availability of the remedy of specific
performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. 

Section 3.5 No Events Of Default, Etc. 

No Event of Default has occurred and is continuing. Neither the Company nor any of its Subsidiaries, nor any Unconsolidated Affiliate is in
default under or with respect to any of its Contractual Obligations in any respect which could reasonably be expected to have a Material Adverse Effect. No event has occurred and is continuing, and no condition exists within the knowledge of the
Company which would, with notice or the lapse of time, or both, constitute an Event of Default. 
 Section 3.6 Title to
Properties; Leases. 
 Except as indicated on Schedule 3.6 hereto, the Company and its Subsidiaries own all
of the assets reflected in the balance sheet of the Company as of December 31, 2017, or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no
mortgages, leases, liens or other encumbrances except Permitted Liens. 
 Section 3.7 Financial Statements. 

The Company has delivered to the Agent and the Lenders (a) the balance sheets and related statements of income and of cash flows of the
Company and its Consolidated Subsidiaries for the fiscal years ended December 31, 2015, December 31, 2016 and December 31, 2017, audited by KPMG, (b) balance sheets and related statements of income for each of the Company’s
Health Care Facilities which is leased to UHS, in each case for the year ended December 31, 2017 and (c) the five-year projections of the Company which have been prepared in good faith based upon
reasonable assumptions and on an annual basis for each year during the term of this Agreement, which shall not be inconsistent with any financial information or projections previously delivered to the Agent. The financial statements referred to in
clauses (a) and (b) above are complete and correct in all material respects and present fairly the financial condition of the Company and its Subsidiaries as of such dates. The financial statements referred to in clauses (a) and (b) above,
including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). 

  
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 Section 3.8 No Material Changes; No Internal Control Event, Full Disclosure, Etc.

 Since December 31, 2017 (and, in addition, after delivery of annual audited financial statements in accordance with
Section 5.3(a), from the date of the most recently delivered annual audited financial statements), (a) there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect and (b) no
Internal Control Event has occurred. No representation or warranty made by the Company in this Agreement, the other Loan Documents or in any agreement instrument, document, certificate, statement or letter furnished to the Lenders or the Agent by or
on behalf of the Company in connection with any of the transactions contemplated by any of the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained
therein not misleading in light of the circumstances in which they are made. Except as disclosed in writing to the Lenders and the Agent, there is no fact known to the Company or its Subsidiaries which, in the Company’s reasonable belief, has
had or could be reasonably expected to have a Material Adverse Effect. 
 Section 3.9 Permits; Patents; Copyrights. 

The Company and its Subsidiaries possess all franchises, patents, copyrights, trademarks, tradenames, licenses and permits and rights in
respect of the foregoing, adequate for the conduct of their respective businesses substantially as now conducted without known conflict with any rights of others. 

Section 3.10 Litigation. 

There are no actions, suits, proceedings or investigations of any kind pending or threatened against the Company or any of its Subsidiaries,
any Unconsolidated Affiliate or against any of their properties or revenues before any court, tribunal or administrative agency or board which, if adversely determined, could be reasonably expected to have a Material Adverse Effect. 

Section 3.11 Compliance With Other Instruments, Laws, Etc. 

Neither the Company nor any of its Subsidiaries is in violation of any provision of its declaration of trust (or corporate charter or similar
document) or by laws or any agreement or instrument by which it or any of its properties may be bound or any decree, order, judgment, or, to the knowledge of the Company’s officers, any Requirement of Law, including without limitation, the
provisions of the Code and related regulations governing real estate investment trusts, ERISA and environmental laws, in a manner which could result in the imposition of substantial penalties or could be reasonably expected to have a Material
Adverse Effect. 
 Section 3.12 Tax Status; REIT Status. 

(a) The Company and its Subsidiaries have made or filed all federal and state income and, all other material tax returns, reports and
declarations required to be made or filed by them in any jurisdiction to which they are subject; and have paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except
those being contested in good faith; and have set aside on their books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes
in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. 

  
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 (b) The Company and its Subsidiaries have operated their business at all times so as to satisfy
all requirements necessary to qualify and maintain the Company’s status as a real estate investment trust under Section 856 through 860 of the Code. The Company and its Subsidiaries have maintained adequate records so as to comply with all
the record-keeping requirements relating to the Company’s qualification as a real estate investment trust as required by the Code and applicable regulations of the Department of the Treasury promulgated thereunder and have properly prepared and
timely filed (taking into account any valid extensions) with the U.S. Internal Revenue Service all returns and reports required thereby. 

Section 3.13 Investment Company Act. 

Neither the Company nor any of its Subsidiaries is an “investment company”, or an “affiliated company” or a “principal
underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940. Neither the Company nor any of its Subsidiaries is subject to regulation under the Federal Power Act, the Interstate Commerce
Act, or any federal or state statute or regulation limiting its ability to incur the Indebtedness hereunder. 
 Section 3.14
Absence of Financing Statements, Etc. 
 Except as indicated on Schedule 5.10(f) hereto and except in
connection with the Loan Documents, there is no financing statement, security agreement, chattel mortgage, real estate mortgage or other document executed by the Company or any Guarantors filed or recorded with any filing records, registry, or other
public office of any jurisdiction, which purports to cover, affect or give notice of any present or possible future lien on, or security interest in, any assets or property of the Company or any Guarantor or rights thereunder. 

Section 3.15 Certain Transactions. 

Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of
business upon terms no less favorable than the Company or such Subsidiary could obtain from third parties, none of the officers, directors, or employees of the Company or any of its Subsidiaries is presently a party to any transaction with the
Company or any of its Subsidiaries or any Unconsolidated Affiliate having a value in excess of $250,000 (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust
or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner. 

Section 3.16 Pension Plans. 

Neither the Company nor any of its Subsidiaries maintains nor contributes, or has maintained or contributed in the last seven years, to any
Pension Plan. 
 Section 3.17 Margin Regulations. 

No part of the proceeds of any Loan hereunder will be used directly or indirectly for any purpose which violates, or which would be
inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. The Company does not own “margin stock” except as identified in the
financial statements of the Company delivered to Agent pursuant to Section 5.3 and the aggregate value of all “margin stock” owned by the Company does not exceed 25% of the value of its assets. 

  
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 Section 3.18 Environmental Matters. 

(a) To the best knowledge of the Company, the Properties do not contain any Materials of Environmental Concern in amounts or
concentrations which (i) constitute a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law except to the extent such violation or liability could not reasonably be expected to have a
Material Adverse Effect. 
 (b) To the best knowledge of the Company, (i) the Properties and all operations of the
Company and its Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and (ii) there is no contamination at, under or about the
Properties or violation of any Environmental Laws with respect to the Properties or the business operated by the Company or any of its Subsidiaries (the “Business”) except to the extent such noncompliance or violation could not
reasonably be expected to have a Material Adverse Effect. 
 (c) Except as set forth on
Schedule 3.18, neither the Company nor any Subsidiary has received any written or actual notice of material violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Company have knowledge or reason to believe that any such notice will be received or is being
threatened. 
 (d) To the best knowledge of the Company, Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to material liability under any Environmental Law, nor have any Materials of Environmental Concern been generated,
treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to material liability under, any applicable Environmental Law. 

(e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Company, threatened,
under any Environmental Law to which the Company or any of its Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or
other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business that, in each case, individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect. 
 (f) To the best knowledge of the Company, there has been no release or threat of release of
Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Company in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner
that could reasonably be expected to give rise to material liability under Environmental Laws. 

  
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 Section 3.19 Use of Proceeds. 

The proceeds of the Loans and Letters of Credit shall be used solely by the Company as follows: 

(a) with respect to the Loans, (i) to refinance certain existing indebtedness of the Company, (ii) to pay any fees
and expenses, (iii) to provide for the working capital and general corporate requirements of the Company and its Subsidiaries (including to make Investments permitted by Section 5.25(e) and for acquisitions permitted under this Agreement),
(iv) to provide mortgage and construction financing permitted by Sections 7.26 and 7.27, (v) to make Distributions permitted by Section 5.24, and (vi) for other general corporate purposes; and 

(b) the Letters of Credit shall be used only for or in connection with appeal bonds, reimbursement obligations arising in
connection with surety and reclamation bonds, reinsurance, domestic or international trade transactions and obligations not otherwise aforementioned relating to transactions entered into by the applicable account party in the ordinary course of
business; 
 and, in no event shall any part of the proceeds of any Loan or Letter of Credit hereunder be used, directly or indirectly, in
violation of Section 5.31. 
 Section 3.20 Indebtedness. 

Except as otherwise permitted under Sections 5.9, the Company and its Subsidiaries (other than Excluded Subsidiaries) have no Indebtedness.

 Section 3.21 Solvency. 

The fair saleable value of the assets of the Company and its Subsidiaries, taken as a whole, measured on a going concern basis, exceeds all
probable liabilities, including those to be incurred pursuant to this Agreement. The Company and its Subsidiaries, taken as a whole, do not (a) have unreasonably small capital in relation to the business in which it is or proposes to be engaged
or (b) have incurred, or believes that it will incur after giving effect to the transactions contemplated by this Agreement, debts beyond its ability to pay such debts as they become due. 

Section 3.22 Investments. 

All Investments of the Company and its Subsidiaries, including each Investment in any Unconsolidated Affiliate, are Investments permitted under
Section 5.25. 
 Section 3.23 Labor Matters. 

There are no collective bargaining agreements or multiemployer plans covering the employees of the Company or any of its Subsidiaries as of the
Closing Date and neither the Company nor any of its Subsidiaries (i) has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five years, or (ii) has knowledge of any potential or pending
strike, walkout or work stoppage. No unfair labor practice complaint is pending against the Company or any of its Subsidiaries or, to the best knowledge of the Company, before any Governmental Authority. 

Section 3.24 Accuracy and Completeness of Information. 

All factual information (which does not include projections) heretofore, contemporaneously or hereafter furnished by or on behalf of the
Company, any of its Subsidiaries or any Unconsolidated Affiliate to or for the Agent or any Lender for purposes of or in connection with this Agreement or any other Loan Document, or any transaction contemplated hereby or thereby, is or will be true
and accurate in all material respects and not incomplete by omitting to state any material fact necessary to make such information not misleading. There is no fact now known to the Company which has, or could reasonably


  
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be expected to have, a Material Adverse Effect which fact has not been set forth herein, in the financial statements of the Company and its Consolidated Subsidiaries furnished to the Agent and/or
the Lenders, or in any certificate, opinion or other written statement made or furnished by the Company to the Agent and/or the Lender. 

Section 3.25 Material Contracts. 

As of the Closing Date, Schedule 3.25 sets forth a true and correct and complete list of all Material Contracts
currently in effect. Except as permitted by Section 5.32, all of the Material Contracts are in full force and effect and no material defaults currently exist thereunder. 

Section 3.26 Insurance. 

As of the Closing Date, the present insurance coverage of the Company and its Subsidiaries and, where available, of the lessees of each Health
Care Facility is outlined as to carrier, policy number, expiration date, type and amount on Schedule 3.26. The insurance coverage of the Company complies with the requirements set forth in Section 5.18. 

Section 3.27 Anti-Terrorism; Anti-Corruption and Sanctions. 

None of the Credit Parties, any of their Subsidiaries or any of their respective directors or officers or, to the knowledge of the Company, any
of their Related Parties (excluding any officers or directors of the Credit Parties and their Subsidiaries), (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) is controlled by or is acting on behalf of a
Sanctioned Person, (C) with respect to the Credit Parties and any of their Subsidiaries, has its assets located in a Sanctioned Country, (D) is under administrative, civil or criminal investigation for an alleged violation of, or received
notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or
Anti-Money Laundering Laws, or (E) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons. 

Section 3.28 Security Documents. 

The Security Documents create valid and enforceable security interests in, and Liens on, the Collateral purported to be covered thereby. Except
as set forth in the Security Documents, such security interests and Liens are currently (or will be, upon (a) the filing of appropriate financing statements with the Secretary of State of the state of incorporation or organization for each
Credit Party, and (b) the Agent obtaining control or possession over those items of Collateral in which a security interest is perfected through control or possession) perfected security interests and Liens in favor of the Agent, for the
benefit of the Secured Parties, prior to all other Liens other than Permitted Liens. 

  
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 ARTICLE IV 

CONDITIONS PRECEDENT 

Section 4.1 Conditions Precedent to Closing. 

This Agreement shall be effective as of the date on which all of the conditions set forth below shall have been satisfied or waived in writing
by the Agent: 
 (a) Execution of Agreement. Each Lender, the Agent and the Company shall have executed and delivered
this Agreement. 
 (b) Subsidiary Guaranty. The Company shall have caused each Guarantor as of the Closing Date to
execute and deliver to the Agent the Subsidiary Guaranty. 
 (c) Pledge Agreement. The Company and the Guarantors
shall have executed and delivered the Pledge Agreement. 
 (d) Corporate Documents. The Agent shall have received from
the Company: 
 (i) a good standing certificate of recent date of the Secretary of State (A) for the Company, from the
state of jurisdiction of formation and each other jurisdiction where failure to be qualified would have a Material Adverse Effect and (B) for each Guarantor, from its applicable jurisdiction of formation and in each jurisdiction in which such
Guarantor’s material real estate assets (if any) are located; 
 (ii) a certificate from the President, Chief Financial
Officer or Treasurer of the Company certifying that the representations and warranties of the Company and the Guarantors set forth herein and in the other Loan Documents are true and correct as of the date hereof; 

(iii) a certificate from the Secretary or an Assistant Secretary of the Company and each Guarantor certifying as to the
declaration of trust, bylaws and any other organizational documents of the Company and each Guarantor and the resolutions of the Board of Directors of the Company and each Guarantor authorizing the execution, delivery and performance of this
Agreement and the other Loan Documents; 
 (iv) an incumbency certificate from the Secretary or an Assistant Secretary of the
Company and each Guarantor certifying to the signatures and status of the officers signing this Agreement and the other Loan Documents; 

(v) Notes to the extent requested by the Lenders in accordance with Sections 2.1(e) and 2.9(d), each duly executed by the
Company and dated the Closing Date; 
 (vi) an opinion of the general counsel or deputy general counsel for the Company, as
to the Company and each Guarantor, in the form of satisfactory to the Agent and the Lenders; 
 (vii) an opinion of Norton,
Rose Fulbright US LLP, counsel for the Company, as to the Company and each Guarantor, in a form satisfactory to the Agent and the Lenders; 

(viii) stock certificates or other certificates evidencing the Equity Interests pledged by the Credit Parties pursuant to the
Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; and 

(ix) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s sole
discretion, to perfect the Agent’s security interest in the Collateral. 

  
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 (e) [reserved]. 

(f) Fees. The Company shall have paid to the Lenders, the Agent and Arrangers all fees due and payable pursuant to the
Fee Letters and Section 2.4 and any other fees required to be paid prior to or on the Closing Date in connection with the execution and delivery of this Agreement, together with all legal fees and expenses incurred by the Agent in connection
with this Agreement. 
 (g) Proceedings And Documents. All corporate, governmental and other proceedings in connection
with the transactions contemplated by the Loan Documents and all instruments and documents incidental thereto shall be in form and substance reasonably satisfactory to the Agent and the Agent shall have received (with copies for each Lender) all
such counterpart originals or certified or other copies of all such instruments and documents as the Agent shall have reasonably requested. 

(h) Consents. The Company shall have provided to the Agent evidence satisfactory to the Agent that all governmental,
shareholder and third party consents and approvals necessary in connection with the transactions contemplated hereby have been obtained and remain in effect. 

(i) Corporate Structure and Other Matters. The corporate, capital and ownership structure of the Company, its
Subsidiaries and the Unconsolidated Affiliates shall be as described on Schedule 3.2 and shall otherwise be satisfactory to the Agent and the Lenders. 

(j) No Material Adverse Change. Since December 31, 2017, there shall have not occurred any event or condition that
has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect. 
 (k)
No Material Litigation. There shall be no action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to
have a Material Adverse Effect. 
 (l) Repayment of Existing Indebtedness. All of the existing indebtedness for
borrowed money of the Company and its Subsidiaries (other than Excluded Subsidiaries) shall be repaid in full and all liens relating thereto, if any, extinguished on or prior to the Closing Date (including, without limitation, the loans and other
obligations outstanding under that certain Credit Agreement dated as of March 27, 2015 by and among the Company, the lenders party thereto and Wells Fargo, as administrative agent) other than Non-Recourse
Debt and the Indebtedness set forth on Schedule 5.9. 
 (m) Due Diligence. The Agent and Arranger shall have
completed in form and scope satisfactory thereto their business, legal, financial and environmental due diligence on the Company and its Subsidiaries (including due diligence related to management, strategy, material customers and contracts) and
shall be satisfied with the corporate and capital structure of the Company and its Subsidiaries in all material aspects. 

(n) Financial Statements. All financial statements referred to in Section 3.7 shall have been received by the Agent
and shall be in form and substance satisfactory to the Agent and the Lenders. 

  
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 (o) Solvency. The Agent shall have received a certificate from the Company
executed by the Chief Financial Officer as to the financial condition, solvency and related matters of the Company and its Subsidiaries taken as a whole, in each case after giving effect to the initial borrowings under the Loan Documents, in
substantially the form of Exhibit 4.1(o). 
 (p) Account Designation Letter. The Agent shall have received the
executed Account Designation Letter in the form of Exhibit 1.1(a) hereto. 
 (q) Compliance with Laws. The
financings and other transactions contemplated hereby shall be in compliance with all applicable laws and regulations (including all applicable securities and banking laws, rules and regulations). 

(r) Bankruptcy. There shall be no bankruptcy or insolvency proceedings pending or threatened with respect to the
Company, any of its Subsidiaries or any Unconsolidated Affiliate. 
 (s) Officer’s Certificates. The Agent shall
have received a certificate executed by a the President, Chief Financial Officer or Treasurer of the Company as of the Closing Date stating that (i) no action, suit, investigation or proceeding is pending or, to the knowledge of the Company,
threatened in any court or before any arbitrator or governmental instrumentality that purports to affect the Company, its Subsidiaries, any Unconsolidated Affiliate or any transaction contemplated by the Loan Documents, if such action, suit,
investigation or proceeding could reasonably be expected to have a Material Adverse Effect and (ii) immediately after giving effect to this Agreement (including the initial Loans made and Letters of Credit issued hereunder), the other Loan
Documents and all the transactions contemplated herein and therein to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Loan Documents are true and
correct in all material respects (other than any representations and warranties that contain a materiality qualification, which shall be true and correct), and (C) the Company is in compliance with each of the financial covenants set forth in
Section 5.5, and demonstrating compliance with such financial covenants. 
 (t) Patriot Act Certificate. The
Agent shall have received a certificate satisfactory thereto, substantially in the form of Exhibit 4.1(t), for benefit of itself and the Lenders, provided by the Company that sets forth information required by the Anti-Money Laundering Laws,
(including, without limitation, the Patriot Act) including, without limitation, the identity of the Company and the Guarantors, the name and address of the Company and the Guarantors and other information that will allow the Agent or any Lender, as
applicable, to identify the Company and the Guarantors in accordance with the Anti-Money Laundering Laws. 
 (u)
Additional Matters. All other documents and legal matters in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Agent and its counsel. 

Section 4.2 Conditions To Loans. 

The obligation of each Lender to make any Extension of Credit hereunder (other than a conversion or continuation under Section 2.8) is
subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit: 
 (a)
Representations and Warranties. The representations and warranties made by the Credit Parties herein, in the other Loan Documents and which are contained in any certificate furnished at any time under or in connection herewith shall
(i) with respect to representations and 

  
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warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and
correct in all material respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain
true and correct as of such earlier date. 
 (b) No Default or Event of Default. No Default or Event of Default shall
have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Agreement. 

(c) Compliance with Commitments. Immediately after giving effect to the making of any such Extension of Credit (and the
application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount
then in effect, (ii) the outstanding LOC Obligations shall not exceed the LOC Committed Amount, and (iii) the outstanding Swingline Loans shall not exceed the Swingline Committed Amount. 

(d) Additional Conditions to Revolving Loans. If a Revolving Loan is requested, all conditions set forth in
Section 2.1 shall have been satisfied. 
 (e) Additional Conditions to Letters of Credit. If the issuance of a
Letter of Credit is requested, (i) all conditions set forth in Section 2.3 shall have been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the applicable Issuing Lender has entered into satisfactory
arrangements with the Company or such Defaulting Lender to eliminate such Issuing Lender’s risk with respect to such Defaulting Lender’s LOC Obligations. 

(f) Additional Conditions to Swingline Loans. If a Swingline Loan is requested, (i) all conditions set forth in
Section 2.9 shall have been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the Applicable Swingline Lender has entered into satisfactory arrangements with the Company or such Defaulting Lender to
eliminate the Applicable Swingline Lender’s risk with respect to such Defaulting Lender’s in respect of its Swingline Commitment. 

Each request for an Extension of Credit (other than a conversion or a continuation under Section 2.8) and each acceptance by the Company
of any such Extension of Credit shall be deemed to constitute representations and warranties by the Credit Parties as of the date of such Extension of Credit that the conditions set forth above in paragraphs (a) through (f), as applicable, have
been satisfied. 
 ARTICLE V 

COVENANTS OF THE COMPANY 

The Company covenants and agrees that, so long as any portion of any Loan or Note or Letter of Credit is outstanding or the Lenders have any
obligation to make any Loan or issue any Letter of Credit hereunder, unless the Lenders otherwise agree, in writing: 
 Section 5.1
Punctual Payment. 
 The Company will duly and punctually pay or cause to be paid the principal and interest on the Loans, the
Facility Fees, the Letter of Credit Fee, the outstanding LOC Obligations, fees associated with the closing of this Agreement, any other fees payable in connection herewith and any other amounts payable hereunder, all in accordance with the terms of
this Agreement, the Notes, and the LOC Documents. 

  
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 Section 5.2 Legal Existence, Etc. 

The Company will maintain its legal existence as a real estate investment trust and qualify as such under the Code and will maintain its good
standing under the laws of its jurisdiction of organization, maintain its qualification to do business in each state in which the failure to do so could reasonably be expected to have a Material Adverse Effect, and maintain all of its rights and
franchises reasonably necessary to the conduct of its business. The Company will cause each of the Guarantors to maintain its legal existence and will maintain its good standing under the laws of its jurisdiction of organization, maintain its
qualification to do business in each state in which the failure to do so could reasonably be expected to have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. Each of the
Company and the Guarantors will furnish to the Agent and each Lender copies of all amendments to its declaration of trust, articles or certification of incorporation or formation, as applicable, by-laws or
operating agreement, as applicable or other organizational documents promptly upon their adoption by the Company or any Guarantors (or their applicable shareholders). The Company and its Subsidiaries taken as a whole will continue to engage in
business of the same general type as now conducted by it on the Closing Date. 
 Section 5.3 Financial Statements, Etc.

 The Company will deliver to the Agent and each Lender: 

(a) Annual Financial Statements. Within 90 days (or, if earlier, within 5 days after the required date of delivery
to the SEC) after the close of each fiscal year of the Company (beginning with the fiscal year ending December 31, 2017), a copy of the consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as of
the end of such fiscal year and the related statements of income and retained earnings and of cash flows of the Company and its Consolidated Subsidiaries for such year, including the notes thereto and audited, except with respect to the
consolidating statements, by KPMG, in each case setting forth in comparative form consolidated and consolidating figures for the preceding fiscal year, reported on without a “going concern” or like qualification or exception, or
qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without qualification and accompanied by a report and a certificate of KPMG or other
firm of independent certified public accountants selected by the Company and acceptable to the Agent or other firm of independent certified public accountants selected by the Company and acceptable to the Agent, reporting on such financial
statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate, which report shall be prepared in accordance with generally accepted auditing
standards and applicable Securities Laws; 
 (b) Quarterly Financial Statements. Within 45 days (or, if earlier,
within 5 days after the required date of delivery to the SEC) after the end of each fiscal quarter of the Company, other than the final quarter in a fiscal year (beginning with the fiscal quarter ending March 31, 2018), (i) unaudited
company-prepared consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries, as of the end of such period and related statements Company prepared consolidated and consolidating statements of income and retained
earnings and of cash flows for the Company and its Consolidated Subsidiaries for such quarterly period and for the portion of the fiscal year ending with such period, in each case, setting forth in comparative form consolidated and consolidating
figures for the period or periods in the preceding fiscal year (subject to normal year-end audit adjustments) and including management discussion and analysis of operating results in comparative form; 

  
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 (c) Annual Budget Plan. As soon as available, but in any event within
sixty (60) days of the end of each fiscal year, a copy of the detailed annual operating budget and cash flows or plan of the Company for the then fiscal year on a quarterly basis, in form and detail reasonably acceptable to the Agent and
the Required Lenders, together with a summary of the material assumptions made in the preparation of such annual budget or plan; 

(d) Compliance Certificate. At the delivery of each quarterly and annual financial statement delivered pursuant to
clauses (a) and (b) above, a compliance certificate, substantially in the form of Exhibit 5.3(d) hereto, showing compliance by the Company with the covenants set forth in Section 5.5 hereof; 

(e) Officer’s Certificate. At the time of delivery of each quarterly and annual statement, a certificate, executed
by the chief executive officer or Chief Financial Officer or Treasurer of the Company, stating that such officer has caused this Agreement to be reviewed and has no knowledge of any Default by the Company during such quarter or at the end of such
year or, if such officer has such knowledge, specifying each Default and the nature thereof; 
 (f) Management
Letters. Promptly upon receipt thereof, copies of all management letters and other material reports which are submitted to the Company by its independent accountants in connection with any annual or interim audit of the Company made by such
accountants; 
 (g) SEC Reports, Etc. As soon as practicable but, in any event, within ten (10) Business Days
after the issuance thereof, copies of such other financial statements and reports sent by the Company to its shareholders, copies of all press releases, and copies of all regular and periodic reports which the Company may be required to file with
the SEC (including any certifications required under Sarbanes-Oxley) or any similar or corresponding governmental commission, department or agency substituted therefor; 

(h) Prospectus Update. Promptly after the effective date, copies of any new, revised or updated prospectus used by the
Company to effect sales of its shares; and 
 (i) Updated Schedules. Concurrently with or prior to the delivery of the
financial statements referred to in Sections 5.3(a) and 5.3(b) above, (i) an updated copy of Schedule 3.2 if the Credit Parties or any of their Subsidiaries has formed or acquired a new Subsidiary since the
Closing Date or since such Schedule was last updated, as applicable, (ii) an updated copy of Schedule 3.25 if any new Material Contract has been entered into since the Closing Date or since such Schedule was last
updated, as applicable, together with a copy of each new Material Contract and (iii) an updated copy of Schedule 3.26 if the Credit Parties or any of their Subsidiaries has altered or acquired any insurance policies
since the Closing Date or since such Schedule was last updated. 
 (j) Other Matters. With reasonable promptness, such
other information related to the Company as the Agent or any Lender may reasonably request in writing. 
 All such financial statements to be complete and
correct in all material respects (subject, in the case of interim statements, to normal recurring year-end audit adjustments) and to be prepared in reasonable detail and, in the case of the annual and
quarterly financial statements provided in accordance with 

  
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subsections (a) and (b) above, in accordance with GAAP applied consistently throughout the periods reflected therein and further accompanied by a description of, and an estimation of
the effect on the financial statements on account of, a change, if any, in the application of accounting principles as provided in Section 1.3. 

Documents required to be delivered pursuant to Section 5.3 or Section 5.4 may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet; or (ii) on which such documents are posted on the Company’s behalf
on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (i) the Company shall deliver paper copies of such
documents to the Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) the Company shall notify the Agent and each
Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions of such documents. The Agent shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies
of such documents. 
 Section 5.4 Health Care Facilities - Financial Statements,
Etc. 
 The Company will use, and will cause each Subsidiary to use, commercially reasonable efforts to obtain from each operator of
a Health Care Facility leased by the Company or any Subsidiary or on which the Company or any Subsidiary holds a Mortgage Loan, a consent to deliver to the Agent and each Lender copies of the financial statements, notices and information described
in (a), (b) and (d) below. The Company will deliver to the Agent and each Lender: 
 (a) upon the later of receipt
by the Company or, in the case of quarterly information, the date the Company delivers its financial statements pursuant to Section 5.2(b), or in the case of annual information, the date the Company delivers its financial statements pursuant to
Section 5.2(a), copies of any quarterly or annual balance sheets and statements of income of any operator of any Health Care Facility leased by the Company or any Subsidiary or on which the Company or any Subsidiary holds a Mortgage Loan and
copies of any quarterly or annual balance sheets and statements of income of any Person which is a guarantor of any such lease or loan, including in each case a calculation by the Chief Financial Officer or Treasurer of the Company of the applicable
Facility Coverage Ratio; 
 (b) promptly upon receipt thereof by the Company or any Subsidiary, any notice of deficiency with
respect to any of its Health Care Facilities from any Governmental Authority, licensing board or agency, or any notice of any inquiry, proceeding, investigation, or other action with respect to any of its Health Care Facilities, including, without
limitation, any notice from any federal, state or local environmental agency or board of potential liability, that could materially affect the financial condition, properties or business of the Company and its Subsidiaries; 

(c) upon request, an appraisal, made at the Company’s expense (except as limited hereby) in form and substance
satisfactory to the Agent, of any Health Care Facility of the Company (other than those leased to UHS or a UHS Subsidiary) that has a Facility Coverage Ratio of less than 1.6 to 1.0 for the most recent four fiscal quarters; provided that the Company
shall not be required to pay for more than one appraisal of any single Health Care Facility during any period of twenty-four (24) consecutive months; and 

  
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 (d) with reasonable promptness, such other information related to the operators
of such Health Care Facilities as the Agent or any Lender may reasonably request in writing. 
 Section 5.5 Financial
Covenants. 
 (a) Minimum Tangible Net Worth. The Company will maintain as of the last day of each fiscal
quarter, Tangible Net Worth of not less than $125,000,000. 
 (b) Maximum Total Leverage Ratio. The Company will not
permit the Total Leverage Ratio as of the last day of each fiscal quarter of the Company to exceed 60% (the “Maximum Leverage Level”); provided that the Maximum Leverage Level (i) shall be increased to 65% for the last
day of the first two fiscal quarters of the Company immediately following the date of consummation of a Material Acquisition and (ii) the Maximum Leverage Level shall return to 60% after such two fiscal quarters. 

(c) Minimum Fixed Charge Coverage Ratio. The Company will not permit the Fixed Charge Coverage Ratio as of the last day
of each fiscal quarter of the Company to be less than 1.5:1.0. 
 (d) Maximum Secured Leverage Ratio. The Company will
not permit the Secured Leverage Ratio as of the last day of each fiscal quarter of the Company to exceed 30%. 
 (e)
Maximum Unencumbered Leverage Ratio. The Company will not permit the Unencumbered Leverage Ratio as of the last day of each fiscal quarter of the Company to exceed 60% (the “Maximum Unencumbered Leverage Level”);
provided that the Maximum Unencumbered Leverage Level (i) shall be increased to 65% for the last day of the first two fiscal quarters of the Company immediately following the date of consummation of a Material Acquisition and
(ii) the Maximum Unencumbered Leverage Level shall return to 60% after such two fiscal quarters. 
 Section 5.6
[Reserved]. 
 Section 5.7 [Reserved]. 

Section 5.8 [Reserved]. 

Section 5.9 Indebtedness. 

The Company will not, nor will it permit any Subsidiary or any Unconsolidated Affiliate to, incur or permit to exist or remain outstanding any
Indebtedness to any Person provided, however, that the Company and its Subsidiaries and any Unconsolidated Affiliate may incur or permit to exist or remain outstanding: 

(a) Indebtedness of the Credit Parties arising under this Agreement or the other Loan Documents; 

(b) Indebtedness in respect of taxes, including withholding and payroll taxes, assessments, governmental charges or levies, and
claims for labor, materials and supplies to the extent that payment therefor is not at the time required to be made in accordance with the provisions of Section 5.19; 

  
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 (c) Indebtedness incurred in connection with the acquisition after the date
hereof of any real or personal property by the Company or any of its Subsidiaries provided that the aggregate principal amount of all such Indebtedness shall not exceed the lesser of (i) 100% of the aggregate cost, to the Company or such
Subsidiary of the real or personal property so acquired and (ii) the fair market value of such acquired property, determined on or about the time of such acquisition on the basis of an MAI appraisal or such other valuation method as may from
time to time be acceptable to the Required Lenders (it being understood that an MAI appraisal shall be a valuation method which is acceptable to the Required Lenders) and further provided that after giving effect to such Indebtedness the Company
would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Section 5.5; 

(d) Indebtedness in respect of leases of real and personal property by the Company and its Subsidiaries provided that the
aggregate amount due is not greater than $8,000,000 at any time outstanding; 
 (e)
Non-Recourse Debt of the Company, Subsidiary Guarantors, Other Non-Guarantor Subsidiaries and Excluded Subsidiaries; provided that after giving effect to such
Indebtedness (x) no Default or Event of Default would result as a consequence thereof and (y) the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the
financial covenants set forth in Section 5.5; 
 (f) Indebtedness and obligations owing under Hedging Agreements entered
into to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; 

(g) Indebtedness of the Company, its Subsidiaries and Unconsolidated Affiliates outstanding on the date of this Agreement and
described on Schedule 5.9 of such Agreement (and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension); 

(h) Indebtedness of Unconsolidated Affiliates (in addition to the amount set forth on Schedule 5.9) so long as the
Company’s and its Subsidiaries’ pro rata share (based on their percentage ownership interest) of the principal amount of such Indebtedness does not exceed $30,000,000; 

(i) Indebtedness of the Company or any Subsidiary incurred after the date hereof which is secured by a mortgage, pledge,
security interest or other lien or encumbrance on any of the Company or such Subsidiary’s property, provided that after giving effect to such Indebtedness, (i) no Default or Event of Default would result as a consequence thereof and
(ii) the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Sections 5.5; 

(j) Indebtedness in the form of Guarantees to the extent permitted under Section 5.12; and 

(k) unsecured loans or advances constituting Investments permitted under Section 5.25(e) or (f). 

  
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 Notwithstanding the foregoing, the only Indebtedness of Unconsolidated Affiliates
that shall be permitted pursuant to subsections (g) and (h) above shall be Non-Recourse Debt. 

Section 5.10 Security Interests and Liens; Negative Pledge. 

The Company will not, nor will it permit any of its Subsidiaries to, create or permit to exist any mortgage, pledge, security interest or other
lien or encumbrance on any of their respective properties except: 
 (a) Liens under the Security Documents; 

(b) Liens arising from attachments or similar proceedings, pending litigation, judgments or taxes or assessments in any such
event whose validity or amount is being contested in good faith by appropriate proceedings and for which adequate reserves have been established and are maintained in accordance with GAAP, or taxes and assessments which are not due and delinquent;

 (c) Liens of carriers, warehousemen, mechanics and materialmen and other like liens; 

(d) pledges or deposits made in connection with workmen’s compensation, unemployment or other insurance, old age pensions,
or other Social Security benefits, and good faith deposits in connection with tenders, contracts or leases to which it is a party or deposits to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds and other similar obligations;

 (e) such minor defects, irregularities, encumbrances, easements, rights of way, and clouds on title as normally exist with
respect to similar properties which do not materially impair the property affected thereby for the purpose for which it was acquired; 

(f) Liens existing on the date of this Agreement and described on Schedule 5.10(f) of such Agreement
and purchase money security interests in or purchase money mortgages on, or mortgages given in connection with the contemporaneous refinancing of, real property acquired after the date hereof to secure purchase money indebtedness of the type
incurred in connection with the acquisition or refinancing of such property, which security interests or mortgages cover only the real or personal property so acquired or refinanced and proceeds thereof and reasonable attachments and accessions
thereto; and 
 (g) Liens securing Indebtedness permitted by Section 5.9 (other than Section 5.9(k))(collectively,
“Permitted Liens”); provided that such Liens shall not relate to any Unencumbered Assets. 
 Section 5.11 No
Further Negative Pledge; No Restrictive Agreements. 
 (a) The Company will not, nor will it permit any of its Subsidiaries (other
than Excluded Subsidiaries) to, enter into any commitment or agreement with any other party that limits or impairs the ability of the Company or any such Subsidiaries to grant security interests, liens or mortgages in favor of the Lenders
(including, without limitation, with respect to any Unencumbered Assets), except that this Section 5.11 shall not be deemed to prohibit the granting of any Lien permitted by Section 5.10. 

  
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 (b) The Company will not, nor will it permit any of its Subsidiaries to create or otherwise cause
or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof or any Unconsolidated Affiliate to pay dividends or make any other distributions to any Credit Party or any
Subsidiary on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, except (i) in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and
the other Loan Documents and (B) Applicable Law and (ii) in the case of any Excluded Subsidiary, such encumbrances and restrictions on such Excluded Subsidiary as may be required by the lender providing
Non-Recourse Debt to such Excluded Subsidiary. 
 Section 5.12 Guarantees. 

The Company will not, nor will it permit any of its Subsidiaries to, guarantee or otherwise in any way become or be responsible for
Indebtedness or obligations (including working capital maintenance, take-or-pay contracts, etc.) of any other Person, contingently or otherwise, except: 

(a) the endorsement of negotiable instruments of deposit in the normal course of business; 

(b) guarantees by the Company or a Subsidiary issued to secure Indebtedness of any Credit Party permitted by Sections 5.9;
and 
 (c) guarantees (other than those described in (a) and (b) of this Section) made in the ordinary course of
business which shall not at any time exceed $5,000,000 in the aggregate. 
 For the avoidance of doubt, neither the Company nor any Guarantor shall be
permitted to guarantee any Non-Recourse Debt or any other Indebtedness of Excluded Subsidiaries, Other Non-Guarantor Subsidiaries or Unconsolidated Affiliates. 

Section 5.13 Notice of Litigation And Judgments. 

The Company will give notice to the Agent and each of the Lenders in writing, in form and detail satisfactory to the Lenders, within
ten (10) Business Days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Company, any of its Subsidiaries or any Unconsolidated Affiliate, or to which the Company,
any of its Subsidiaries or any Unconsolidated Affiliate is or becomes a party involving an uninsured or unindemnified claim of more than $5,000,000 against the Company, any of its Subsidiaries or any Unconsolidated Affiliate and stating the nature
and status of such litigation or proceedings. The Company will give notice, in writing, in form and detail satisfactory to the Lenders, within ten (10) Business Days of any judgment, final or otherwise, against the Company, any of its
Subsidiaries or any Unconsolidated Affiliate in an amount in excess of $5,000,000. 
 Section 5.14 Notice of Defaults; Material
Adverse Effect. 
 (a) The Company will give notice to the Agent and each of the Lenders immediately upon becoming
aware of the occurrence of any Default or Event of Default under this Agreement. If any Person shall give any notice or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Agreement or
any other note, evidence of Indebtedness, indenture or other obligation to which or with respect to which the Company, any of its Subsidiaries or any Unconsolidated Affiliate is a party or obligor, whether as principal or surety, and such claimed
default has potential total liability in excess of $5,000,000 the Company shall forthwith give written notice thereof to each of the Lenders, describing the notice or action and the nature of the claimed default; and 

  
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 (b) The Company will give notice to the Agent and each of the Lenders immediately
upon becoming aware, but in any event within five (5) Business Days, of the occurrence of any event that has resulted or could reasonably be expected to result in a Material Adverse Effect; 

(c) The Company will give notice to the Agent and each of the Lenders immediately upon becoming aware of any Bankruptcy Event
with respect to any Excluded Subsidiary, Other Non-Guarantor Subsidiary or Unconsolidated Affiliate; and 

(c) The Company will give notice to the Agent and each of the Lenders immediately upon becoming aware of any final judgment
against any Excluded Subsidiary, Other Non-Guarantor Subsidiary or Unconsolidated Affiliate that remains in force, undischarged, unsatisfied and unstayed, for more than sixty days and which in excess of
$5,000,000. 
 Section 5.15 Notices With Regard to Health Care Operators. 

The Company will give notice to the Agent and each of the Lenders, and will provide information to the Agent and each of the Lenders, of the
types set forth in Sections 5.13 and 5.14 hereof as to each operator of Health Care Facilities owned by the Company, any Subsidiary or any Unconsolidated Affiliate or on which the Company, any Subsidiary or any Unconsolidated Affiliate
holds a mortgage, provided, that such operator consents in writing to the release of such information. The Company will, and will cause each Subsidiary and any such applicable Unconsolidated Affiliate to use commercially reasonable efforts to
acquire the written consent of each operator for the release of such information. 
 Section 5.16 Books and Records. 

The books and records relating to the financial affairs of the Company and its Subsidiaries shall at all times be maintained in accordance with
GAAP consistently applied. 
 Section 5.17 Maintenance of Properties. 

The Company shall maintain (or cause to be maintained) and shall cause each of its Subsidiaries to maintain (or cause to be maintained) each of
its properties in good physical condition and shall make (or cause to be made) all necessary repairs, replacements and renewals thereon except where the failure to so maintain could not reasonably be expected to result in a Material Adverse Effect.

 Section 5.18 Insurance. 

The Company will, and will require each Subsidiary to, require that the lessees of its properties maintain at all times with financially sound
and reputable insurers insurance with respect to their properties and business and against such casualties and contingencies and in such types and such amounts as shall be in accordance with sound business practices and reasonably satisfactory to
the Agent. Without limiting the foregoing, the Company will, and will require each Subsidiary to, use commercially reasonable efforts cause such lessees to (i) keep all of its physical property insured against fire and extended coverage risks
in amounts and with deductibles equal to those generally maintained by businesses of similar size engaged in similar activities in similar geographic areas, (ii) maintain all such workers’ compensation or similar insurance as may be
required by law, and (iii) maintain, in amounts and with deductibles equal to those generally maintained by businesses of similar size engaged in similar activities in similar geographic areas, general public liability insurance against claims
for bodily injury, 

  
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death or property damage occurring on, in or about the properties of the Company and its Subsidiaries and business interruption insurance. In the event that any lessee shall fail to maintain such
insurance, the Company will maintain such insurance. The Company will notify the Agent and each Lender of any cancellation of any such insurance. Evidence of all renewals or replacements of such insurance from time to time in force, satisfactory to
the Agent shall be delivered to the Agent before the expiration date of the then current insurance. 
 Section 5.19 Taxes.

 The Company will, and will require each Subsidiary to, pay all taxes or other assessments or governmental charges or levies imposed
upon it or upon its income or profits or upon its property prior to the time when any penalties or interest (except interest during extensions of time for filing of federal income tax returns not in excess of six months) accrue with respect thereto,
as well as all claims for labor, materials or supplies that if unpaid might by law become a lien or charge upon any of its property unless, in any such case, the amount, applicability or validity of such amounts is contested in good faith by
appropriate proceedings and other appropriate action and an adequate reserve therefor has been established and is maintained in accordance with GAAP. The Company will, and will cause each of its Subsidiaries to, also pay all such taxes, assessments,
charges, levies or claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor, except where the failure to do so could not reasonably be expected to have an Material Adverse Effect. 

Section 5.20 Compliance With Laws, Contracts, and Licenses. 

(a) The Company will, and will cause each of its Subsidiaries to (i) comply with all laws, including Anti-Corruption Laws, Anti-Money
Laundering Laws, CERCLA and Environmental Laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, the Company’s or Subsidiary’s noncompliance with which could reasonably be expected to
have a Material Adverse Effect, including, without limitation, the provisions of the Code and related regulations governing real estate investment trusts, as the same may be as amended and in effect from time to time and (ii) promptly obtain,
maintain, apply for renewal, and not allow to lapse, any authorization, consent, approval, license or order, and accomplish any filing or registration with, any court or judicial, administrative or Governmental Authority which may be or may become
necessary in order that it perform in all material respects all of its obligations under this Agreement or the other Loan Documents and in order that the same may be valid and binding and effective in accordance with their terms and in order that
the Lenders may be able freely to exercise and enforce any and all of their rights under this Agreement or the other Loan Documents, (iii) comply with the provisions of its charter documents and by-laws
and (iv) comply with all agreements and instruments by which it or any of its properties may be bound. 
 Section 5.21
Access. 
 The Company will, and will cause each of its Subsidiaries to, permit any Lender, by its representatives and agents, to
inspect any of the properties, including, without limitation, corporate books, computer files and tapes and financial records of the Company and its Subsidiaries to examine and make copies of the books of accounts and other financial records of the
Company and its Subsidiaries, and to discuss the affairs, finances and accounts of the Company and its Subsidiaries with, and to be advised as to the same by, its officers at such reasonable times and intervals as such Lender may designate. 

  
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 Section 5.22 ERISA Compliance. 

Neither the Company nor any of its Subsidiaries will permit any employee pension benefit plan (as that term is defined in Section 3 of
ERISA) maintained by the Company to (x) engage in any “prohibited transaction” as such term is defined in Section 4975 of the Code that is likely to result in a material liability for the Company; or (y) incur any
“unpaid minimum required distribution” or “accumulated funding deficiency”, as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA, whether or not waived; or
(z) terminate any such benefit plan in a manner which could result in the imposition of a lien or encumbrance on the assets of the Company pursuant to Section 303 or 4068 of ERISA. 

Section 5.23 Reserves. 

The Company will, and will cause each of its Subsidiaries to, maintain reserves, appropriate for the Company and its Subsidiaries, for
depreciation, taxes and other expenses or liabilities in accordance with GAAP. 
 Section 5.24 Distributions. 

Neither the Company nor any of its Subsidiaries will make any Distributions other than (a) Distributions required by the Code and related
regulations governing real estate investment trusts, (b) Distributions by a Subsidiary to the Company and (c) Distributions by the Company to its shareholders in excess of the amounts permitted by clause (a) above provided that no
Default or Event of Default then exists or would result from such payment; provided, however, in no event may the Company make any Distributions with respect to any fiscal year that exceed ninety-five percent (95%) of the
Company’s Normalized Adjusted FFO of the Company for such fiscal year unless and to the extent that such Distributions are required to be made by the Code and related regulations governing real estate investment trusts. 

Section 5.25 Investments. 

Neither the Company nor any of its Subsidiaries will make or maintain any Investment, except for Investments which consist of: 

(a) obligations having an original maturity of not greater than three years issued or guaranteed as to principal and interest
by the United States of America; 
 (b) certificates of deposit issued by any of the Lenders or any other bank organized
under the laws of the United States of America or any state thereof and having capital and unimpaired surplus of at least $50,000,000 or of foreign subsidiaries of such banks; 

(c) commercial paper or finance company paper which is rated not less than BBB or its equivalent by S&P or Moody’s;

 (d) repurchase agreements secured by any one or more of the Investments permitted by paragraphs (a), (b) or (c)
above (the items set forth in clauses (a) – (d) collectively referred to herein as “Cash Equivalents”) 

(e) direct or indirect Investments in (United States) Health Care Facilities located in the United States or any Specified
Jurisdiction which Investments either (i) existed on the Closing Date and set forth on Schedule 5.25(e), or (ii) are made after the Closing Date, provided (x) that 

  
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no Default or Event of Default exists or would result as a consequence thereof and (y) after giving effect to such investment, the Company would (on a Pro Forma Basis, calculated as of the
last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Section 5.5; 

(f) Investments in any Unconsolidated Affiliate or other Person (other than a Subsidiary of the Company) in an aggregate amount
not to exceed at any time 10% of Total Asset Value (measured as the most recently ended fiscal period for which a compliance certificate has been delivered pursuant to Section 5.3(d)); provided that, after giving effect to such investment,
(x) no Default or Event of Default exists or would result as a consequence thereof and (y) the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the
financial covenants set forth in Section 5.5; 
 (g) Mortgage Loans permitted by Section 5.26; and 

(h) Construction Loans permitted by Section 5.27. 

Section 5.26 Mortgage Loans. 

The Company will not permit at any time the aggregate outstanding principal amount of the Mortgage Loans held by the Company and its
Subsidiaries to exceed $30,000,000. In no event may the Company or any of its Subsidiaries provide any Mortgage Loan to any Person except on a full recourse basis to an owner or operator of a domestic (United States) Health Care Facility and
except upon using the Company’s commercially reasonable efforts to obtain the agreement and consent of such Person to provide its quarterly and annual balance sheets and income statements to the Company or to its Subsidiary for delivery to the
Agent and each Lender. 
 Section 5.27 Construction Loans. 

(a) In the event that any portion of the Loans is to be used by the Company or any Subsidiary to finance the construction of
Health Care Facilities, the Company will monitor such construction to insure that all approvals, consents, waivers, orders, agreements, acknowledgments, authorizations, permits and licenses required under any law, ordinance, code, order, rule or
regulation of any Governmental Authority, or under the terms of any restriction, covenant or easement affecting the construction project, or otherwise necessary, for the ownership and acquisition of the subject properties and the improvements
thereon, the construction and equipping of the improvements being constructed on the subject properties, and the use, occupancy and operation of the construction project as a Health Care Facility following completion of construction of the
improvements on the subject property, have been obtained, whether from a Governmental Authority or other Person. Further, the Company will give notice to the Agent and each of the Lenders immediately after becoming aware that any construction
project will likely not be completed in a timely manner or on budget. The Company shall from time to time deliver such further information and take such further action as may be reasonably requested by the Agent or any Lender to effect the purposes
of this Section 5.27. 
 (b) The Company will not permit at any time the aggregate outstanding principal amount of all
Construction Loans made by the Company and its Subsidiaries to exceed 15% of Total Asset Value (measured as of the most recently ended fiscal period for which a compliance certificate has been delivered pursuant to Section 5.3(d)). In no event
may the Company or any Subsidiary provide any Construction Loans to any Person except on a full recourse basis to an owner or operator of a domestic (United States) Health Care Facility and except upon using the Company’s commercially
reasonable efforts to obtain the agreement and consent of such Person to provide its quarterly and annual balance sheets and income statements to the Company for delivery to the Agent and each Lender. 

  
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 Section 5.28 Environmental Audits. 

The Company will not, nor will it permit any Subsidiary to, make any Investment, Mortgage Loan or Construction Loan otherwise permitted by
Section 5.25(e), 5.26 or 5.27, respectively, unless the Company shall have first received a Phase I environmental audit report with respect to the property involved, which audit shall have been conducted not earlier than twenty-four (24) months prior to the date of the transaction, a copy of such audit shall have been furnished to the Lenders, and such audit shall not have reported or uncovered any environmental matters which
could have a material adverse effect on such property or on the financial condition, properties or business of the Company. 

Section 5.29 Merger, Consolidation and Disposition of Assets. 

(a) Neither the Company, nor any of its Subsidiaries, will at any time merge or consolidate with or into any Person except that (i) any
Guarantor may merge with and into another Guarantor, (ii) any Guarantor may merge with and into the Company so long as the Company is the surviving corporation. 

(b) Neither the Company, nor any of its Subsidiaries, will sell or otherwise dispose of any assets (including any Health Care Facility of the
Company leased to UHS or to a UHS Subsidiary), except for: 
 (i) sales or other dispositions to a Credit Party, 

(ii) sales or other dispositions made in connection with an exchange or swap of assets of like property for use in a business
permitted by Section 5.2 provided that (x) (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such sale or other disposition are applied to the purchase price of
such replacement property and (y) such exchanges or purchases occur within 180 days of any such sale or disposition; 

(iii) sales or other dispositions of any Health Care Facility of the Company leased to UHS or to a UHS Subsidiary (but
excluding any multi-tenant office building of which UHS or a UHS Subsidiary is a tenant), so long as (x) no Default or Event of Default exists or would result as a consequence thereof and (y) after giving effect to such transaction, the
Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Section 5.5, which in the case of such disposition of a Health Care
Facility with a fair market value in excess of $10,000,000 shall be evidenced by a compliance certificate delivered to the Agent at least five days prior to such disposition; and 

(iv) other sales or dispositions of assets of the Company or its Subsidiaries (including, without limitation, any multi-tenant
office building of which UHS or a UHS Subsidiary is a tenant but excluding any other Health Care Facility of the Company leased to UHS or to a UHS Subsidiary) so long as (x) no Default or Event of Default exists or would result as a consequence
thereof and (y) after giving effect to such transaction, the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in
Section 5.5. 

  
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 Section 5.30 Sale and Leaseback. 

Neither the Company, nor any of its Subsidiaries, will enter into any arrangement, directly or indirectly, whereby the Company or a Subsidiary
shall sell or transfer any property owned by it and then or thereafter lease such property or lease other property that the Company or such Subsidiary intends to use for substantially the same purpose as the property being sold or transferred. 

Section 5.31 Use of Proceeds. 

The Company will use the proceeds of the Loans (a) to refinance certain existing indebtedness of the Company, (b) to pay any fees and
expenses, (c) to provide for the working capital and general corporate requirements of the Company and its Subsidiaries (including to make Investments permitted by Section 5.25(e) and for acquisitions permitted under this Agreement), (d)
to provide mortgage and construction financing permitted by Sections 5.26 and 5.27, (e) to make Distributions permitted by Section 5.24, and (f) for other general corporate purposes. The Company will not use the proceeds of any Loan,
either directly or indirectly, (w) for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended from time
to time (x) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (y) for the purpose of funding,
financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (z) in any manner that would result in the violation of any Sanctions applicable to any party hereto. 

Section 5.32 Fiscal Year; Organizational Documents; Material Contracts. 

Neither the Company, nor any of its Subsidiaries, will, upon less than thirty (30) days prior written notice, change its fiscal year or
accounting policies except to comply with changes in GAAP. Neither the Company, nor any of its Subsidiaries, will amend, modify or change its declaration of trust (or corporate charter or other similar document) in any matter materially adverse to
the Lenders, without the prior written consent of the Required Lenders. Neither the Company, nor any of its Subsidiaries, will, without the prior written consent of the Agent, amend, modify, cancel or terminate or fail to renew or extend any of the
Material Contracts, except in the event that such amendments, modifications, cancellations, terminations or failure to renew could not reasonably be expected to have a Material Adverse Effect. 

Section 5.33 Guarantors. 

(a) The Company shall promptly upon the formation or acquisition of any additional wholly-owned Subsidiary or upon any Excluded Subsidiary no
longer qualifying as an Excluded Subsidiary, and in any event within 30 days of such formation, acquisition or change from status of an Excluded Subsidiary, cause such Subsidiary to (i) execute joinder to the Subsidiary Guaranty and the Pledge
Agreement in substantially in the form of the Guarantor Accession (as defined in the Subsidiary Guaranty) and (ii) deliver such organizational documents, secretary’s certificates and legal opinions in connection therewith as the Agent may
reasonably request. Notwithstanding the foregoing, any Subsidiary that is a Foreign Subsidiary will not be required to be a Guarantor to the extent the provision of such Subsidiary Guaranty by such Subsidiary may cause any adverse tax consequences
to the Company. 
 (b) Upon ten (10) day’s prior written notice to the Agent, the Company may designate a Subsidiary Guarantor as
an Excluded Subsidiary so long as (i) such Subsidiary Guarantor meets (or will meet as a result of such designation) the requirements pursuant to the definition of Excluded Subsidiary, 

  
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(ii) no Default or Event of Default exists or would result as a consequence thereof, and (iii) the Company would (on a Pro Forma Basis after giving effect to such designation, calculated as
of the last day of the immediately preceding fiscal quarter) be in compliance with the Unencumbered Leverage Ratio set forth in Section 5.5(e). 

Section 5.34 Pledged Assets. 

The Company will, and will cause each Guarantor to, cause 100% of the Equity Interests in each of their direct Domestic Subsidiaries and 65%
(to the extent the pledge of a greater percentage would be unlawful or may cause any adverse tax consequences to the Company) of the voting Equity Interests and 100% of the non-voting Equity Interests of its
first-tier Foreign Subsidiaries (other than any Excluded Subsidiary), to be subject at all times to a first priority, perfected Lien in favor of the Agent for the benefit of the Secured Parties pursuant to the terms and conditions of the Security
Documents or such other security documents as the Agent shall reasonably request. 
 Section 5.35 Further Assurances.

 The Company will, and will cause each Guarantor to, at any time or from time to time execute and deliver such further instruments and
take such further action as may reasonably be requested by the Agent or any Lender, in each case further and more perfectly to effect the purposes of this Agreement and the other Loan Documents. 

Section 5.36 Transactions with Affiliates. 

The Company will not, and will not permit any Subsidiary to, enter into any transaction of any kind with any Affiliate (including any
Unconsolidated Affiliate) of the Company or its Subsidiaries, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Company or such Subsidiary as would be obtainable by the
Company or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to any transaction between and among the Company and the
Guarantors and between and among any Guarantors. 
 ARTICLE VI 

[RESERVED] 
 ARTICLE VII

 EVENTS OF DEFAULT; ACCELERATION 

Section 7.1 Events of Default. 

If any of the following events (an “Event of Default”) has occurred and is continuing: 

(a) if the Company shall fail to (i) pay any principal on the Loans or any Note owing hereunder or fail to reimburse the
applicable Issuing Lender for any LOC Obligations in each case when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment in accordance with the terms
hereof or thereof or (ii) the Company shall fail to pay any interest on the Loans or any other amount payable hereunder or under the LOC Documents when the same shall become due and payable and such failure shall continue for three
(3) Business Days (or any Guarantor shall fail to pay on the Subsidiary Guaranty in respect of any of the foregoing within the applicable period of time); 

  
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 (b) if the Company or any Subsidiary (or any Unconsolidated Affiliate, as
applicable) shall fail to comply with any of its covenants contained in Sections 5.1, 5.2, 5.5-5.12, or 5.24-5.32; 

(c) if the Company or any Subsidiary shall fail to perform any term, covenant or agreement contained herein or in any other
Loan Document (other than those specified in subsections (a) and (b) above) and the continuance of such failure shall exist for 30 days after written notice of such failure has been given to the Company by the Agent; 

(d) if any representation or warranty of the Company in this Agreement or of the Company or any Guarantor in any other Loan
Document shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; 

(e) if the Company or any other Credit Party shall (i) fail to make any payment due on any Indebtedness (having a total
amount outstanding in excess of $5,000,000), or (ii) fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any Indebtedness (having a total amount outstanding
in excess of $5,000,000) and the effect of such failure could or would have permitted (assuming the giving of appropriate notice if required) the holder or holders thereof or a trustee for such holder or holders or of any obligations issued
thereunder to accelerate the maturity thereof; 
 (f) if the Company or any other Credit Party shall be involved in financial
difficulties as evidenced (i) by its admission in writing of its inability to pay its debts generally as they become due; (ii) by its commencement of a voluntary case under Title 11 of the United States Code as from time to time
in effect, or by its authorizing, by appropriate proceedings of its board of directors or other governing body, the commencement of such a voluntary case; (iii) by its filing an answer or other pleading admitting or failing to deny the material
allegations of a petition filed against it commencing an involuntary case under Title 11, or seeking, consenting to or acquiescing in the relief therein provided, or by its failing to controvert or challenge in a timely manner the material
allegation of any such petition; (iv) by the entry of an order for relief against it in any involuntary case commenced under Title 11 which remains undischarged or unstayed for more than sixty (60) days; (v) by its seeking relief
as a debtor under any applicable law, other than Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or by its consenting to or acquiescing in
such relief; (vi) by entry of an order by a court of competent jurisdiction (A) finding it to be bankrupt or insolvent or (B) ordering or approving its liquidation, reorganization or any modification or alteration of the rights of its
creditors which remains undischarged or unstayed for more than sixty (60) days; (vii) by the entry of an order by a court of competent jurisdiction assuming custody of, or appointing a receiver or other custodian for, all or a substantial
part of its property which remains undischarged or unstayed for more than sixty (60) days; or (viii) by its making an assignment for the benefit of, or entering into a composition with, its creditors, or appointing or consenting to the
appointment of a receiver or other custodian for all or a substantial part of its property (the occurrence of any of the foregoing shall constitute a “Bankruptcy Event”); 

(g) if there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty days, whether or not
consecutive, any final judgment against the Company or any other Credit Party which, with other outstanding final judgments which are also undischarged, unsatisfied and unstayed for more than sixty days, against such Person(s) exceeds $5,000,000 in
aggregate amount with respect to the Company and the other Credit Parties; 

  
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 (h) if UHS of Delaware, Inc., which is a subsidiary of UHS, shall cease to be the
real estate investment trust advisor to the Company and a new advisor satisfactory to each of the Lenders has not been appointed, or a group of managers satisfactory to each of the Lenders has not been hired, within ninety (90) days of such
cessation; 
 (i) (i) if any Person or group of Persons (within the meaning of Section 13 or 14 of the Exchange
Act) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the
outstanding shares of common stock of the Company; or, (ii) during any period of twelve consecutive calendar months, individuals who were directors of the Company on the first day of such period shall cease to constitute a majority of the board
of directors of the Company; 
 (j) if any guarantee by UHS of any lease by the Company or any other Credit Party to a UHS
Subsidiary is disavowed, terminated, or ceases to be in full force and effect, or is waived or amended without the prior written consent of the Required Lenders (other than the termination of a guarantee of such a lease in connection with the sale
of a Health Care Facility permitted by Section 5.29) or if UHS shall fail to pay when due (after giving effect to any applicable grace period) amounts owing under any guarantee of obligations of a UHS Subsidiary owed to the Company under any
lease; 
 (k) any lease by the Company or any other Credit Party to a UHS Subsidiary is terminated (other than as scheduled
by its terms) prior to its stated term, or is amended or compliance by the lessee is waived, without the prior written consent of the Required Lenders (other than the termination of a lease of a Health Care Facility in connection with a sale of such
Health Care Facility permitted by Section 5.29); 
 (l) if the Company or any other Credit Party shall fail to make any
payment due under any Hedging Agreement or if the Company or any other Credit Party shall fail to observe or perform any material term, covenant or agreement contained in any Hedging Agreement and the effect of such failure could or would have
permitted (assuming the giving of appropriate notice if required) the counterparty thereof to terminate such Hedging Agreement and demand payment from the Company or such other Credit Party in excess of $5,000,000; or 

(m) if the Subsidiary Guaranty or any material provision thereof shall cease to be in full force and effect or any Guarantor or
any Person acting by or on behalf of any Guarantor shall deny or disaffirm any Guarantor’s obligations under the Subsidiary Guaranty; 

(n) if any material provision of any Loan Document shall fail to be in full force and effect or to give the Agent and/or the
Lenders the security interests, liens, rights, powers, priority and privileges purported to be created thereby (except as such documents may be terminated or no longer in force and effect in accordance with the terms thereof, other than those
indemnities and provisions which by their terms shall survive) or any Lien shall fail to be a first priority, perfected Lien on a material portion of the Collateral; or 

(o) if the Company or any of its Subsidiaries maintains or contributes to any Pension Plan. 

  
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 Section 7.2 Acceleration; Remedies. 

Upon the occurrence and during the continuance of an Event of Default, then, and in any such event, (a) if such event is a Bankruptcy
Event, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon), and all other amounts under the Loan Documents (including, without limitation, the maximum amount of all contingent liabilities under
Letters of Credit) shall immediately become due and payable, and (b) if such event is any other Event of Default, any or all of the following actions may be taken: (i) with the written consent of the Required Lenders, the Agent may, or
upon the written request of the Required Lenders, the Agent shall, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) the Agent may, or upon the written request of the Required
Lenders, the Agent shall, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes to be due and payable forthwith and direct the Company to pay to the Agent Cash Collateral as security for the
LOC Obligations for subsequent drawings under then outstanding Letters of Credit an amount equal to the maximum amount of which may be drawn under Letters of Credit then outstanding, whereupon the same shall immediately become due and payable;
and/or (iii) with the written consent of the Required Lenders, the Agent may, or upon the written request of the Required Lenders, the Agent shall, exercise such other rights and remedies as provided under the Loan Documents and under
applicable law. 
 ARTICLE VIII 

THE ADMINISTRATIVE AGENT 

Section 8.1 Appointment and Authority. 

Each of the Lenders and the Issuing Lenders hereby irrevocably appoints Wells Fargo to act on its behalf as the Agent hereunder and under the
other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
The provisions of this Article are solely for the benefit of the Agent, the Lenders and the Issuing Lenders, and neither the Company nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. 

Section 8.2 Nature of Duties. 

Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers or other agents listed on the cover page hereof shall have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent, a Lender, a Swingline Lender or an Issuing Lender hereunder. Without limiting the foregoing, none of
the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in
deciding to enter into this Agreement or in taking or not taking action hereunder. 
 The Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent. 

  
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 Section 8.3 Exculpatory Provisions. 

The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting
the generality of the foregoing, the Agent: 
 (a) shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing; 
 (b) shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to
liability or that is contrary to any Loan Document or applicable law; and 
 (c) shall not, except as expressly set forth
herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of its Affiliates that is communicated to or obtained by the Person serving
as the Agent or any of its Affiliates in any capacity. 
 The Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in
Sections 9.1 and 7.2) or (ii) in the absence of its own gross negligence or willful misconduct. 
 The Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent. 
 Section 8.4 Reliance
by Agent. 
 The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Agent may presume that such condition is
satisfactory to such Lender or Issuing Lender unless the Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Agent may consult with legal
counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

  
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 Section 8.5 Notice of Default. 

The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Agent has
received written notice from a Lender or the Company referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Agent receives such a notice, the
Agent shall give prompt notice thereof to the Lenders. The Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, however, that unless and until
the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of
the Lenders except to the extent that this Agreement expressly requires that such action be taken, or not taken, only with the consent or upon the authorization of the Required Lenders, or all of the Lenders, as the case may be. 

Section 8.6 Non-Reliance on Agent and Other Lenders. 

Each Lender and Issuing Lender expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by the Agent hereinafter taken, including any review of the affairs of any Credit
Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender and Issuing Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Lender also acknowledges that it will, independently and without
reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 

Section 8.7 Indemnification. 

The Lenders agree to indemnify the Agent, the Issuing Lenders and the Swingline Lenders in their capacity hereunder and their Affiliates and
their respective officers, directors, agents and employees (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective Revolving Commitment
Percentages in effect on the date on which indemnification is sought under this Section, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time following the payment of the Credit Party Obligations) be imposed on, incurred by or asserted against any such indemnitee in any way relating to or arising out of any Loan
Document or any documents contemplated by or referred to herein or therein or the Transactions or any action taken or omitted by any such indemnitee under or in connection with any of the foregoing; provided, however, that no Lender
shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from such indemnitee’s gross negligence or willful
misconduct, as determined by a court of competent jurisdiction. The agreements in this Section shall survive the termination of this Agreement and payment of the Notes, any Reimbursement Obligation and all other amounts payable hereunder. 

  
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 Section 8.8 Agent in Its Individual Capacity. 

The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Credit Parties or any Subsidiary or
other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Lenders. 

Section 8.9 Successor Agent. 

The Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Company. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, with the approval of the Company, to appoint a successor, or an Affiliate of any such bank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Lenders, appoint a successor Agent meeting the qualifications set forth
above provided that if the Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each
Lender and Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this paragraph). The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. 

Any resignation by Wells Fargo, as Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and a Swingline
Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender,
(b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to
such Letters of Credit. 

  
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 Section 8.10 Collateral and Guaranty Matters. 

(a) The Lenders and the Bank Product Providers irrevocably authorize and direct the Agent: 

(i) to release any Lien on any Collateral granted to or held by the Agent under any Loan Document (A) upon
termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts
and circumstances) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.29, or (C) subject to
Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; 
 (ii) to release any
Guarantor from its obligations under the applicable Subsidiary Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. 

(b) In connection with a termination or release pursuant to this Section, the Agent shall promptly execute and deliver to the
Company, at the Company’s expense, all documents that the Company shall reasonably request to evidence such termination or release. Upon request by the Agent at any time, the Required Lenders will confirm in writing the Agent’s authority
to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section. 

Section 8.11 Bank Products. 

No Bank Product Provider that obtains the benefits of Sections 2.11 and 7.2, any guaranty by virtue of the provisions hereof or of the
Subsidiary Guaranty shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document other than in its capacity as a Lender and, in such case, only to the extent expressly
provided in the Loan Documents. The Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Bank Products unless the Agent has received written notice
(including, without limitation, a Bank Product Provider Notice) of such Obligations, together with such supporting documentation as the Agent may request, from the applicable Bank Product Provider. 

ARTICLE IX 

MISCELLANEOUS 

Section 9.1 Amendments, Waivers and Consents. 

Neither this Agreement nor any of the other Loan Documents, nor any terms hereof or thereof may be amended, modified, extended, restated,
replaced, or supplemented (by amendment, waiver, consent or otherwise) nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may
or, with the written consent of the Required Lenders, the Agent may, from time to time, (a) enter into with the Company written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any
provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Company hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required
Lenders may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification,
release, waiver or consent shall: 

  
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 (i) reduce the amount or extend the scheduled date of maturity of any Loan
or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the Default Rate which shall be determined by a vote of the Required Lenders) or extend the
scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby; or 

(ii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required
Lenders, without the written consent of all the Lenders; or 
 (iii) release the Company or all or substantially all of
the value of the Subsidiary Guaranty, without the written consent of all of the Lenders; provided that the Agent may release any Guarantor permitted to be released pursuant to the terms of this Agreement; or 

(iv) release all or substantially all of the value of the Collateral without the written consent of all of the Lenders;
provided that the Agent may release any Collateral permitted to be released pursuant to the terms of this Agreement or the Security Documents; or 

(v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or 

(vi) permit the Company to assign or transfer any of its rights or obligations under this Agreement or other Loan
Documents without the written consent of all of the Lenders; or 
 (vii) amend, modify or waive any provision of the
Loan Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or 

(viii) amend, modify or waive the pro rata sharing of payments by and among the Lenders without the written consent of
each Lender directly affected thereby; or 
 (ix) amend, modify or waive any provision of Article VIII without the
written consent of the then Agent. 
 provided, further, that no amendment, waiver or consent affecting the rights or duties of the Agent, the
Issuing Lenders or the Swingline Lenders under any Loan Document shall in any event be effective, unless in writing and signed by the Agent, the applicable Issuing Lender and/or the Applicable Swingline Lender, as applicable, in addition to the
Lenders required hereinabove to take such action. 
 Any such waiver, any such amendment, supplement or modification and any such release
shall apply equally to each of the Lenders and shall be binding upon the Company, the Lenders, the Agent and all future holders of the Notes. In the case of any waiver, the Company, the Lenders and the Agent shall be restored to their former
position and rights hereunder and under the outstanding Loans and Notes and other Loan Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent thereon. 

  
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 Notwithstanding any of the foregoing to the contrary, the consent of the Company shall not be
required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). 

Notwithstanding any of the foregoing to the contrary, the Company and the Agent, without the consent of any Lender, may enter into any
amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to correct any obvious error or omission of a technical nature, in each case that is immaterial (as determined by the Agent), in any provision of
any Loan Document, if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. 

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set
forth herein, (b) the Required Lenders may consent to allow a Credit Party to use Cash Collateral in the context of a bankruptcy or insolvency proceeding, (c) no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to the extent such amendment, waiver or consent impacts such Defaulting
Lender more than the other Lenders (other a as a result of being a Defaulting Lender) and (d) the Agent and the Company may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan
Documents or to enter into additional Loan Documents as the Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 2.13(b) in accordance with the terms of Section 2.13(b).

 For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be
amended (or amended and restated) with the written consent of the Credit Parties and the Agent in accordance with Section 2.2. 

Section 9.2 Notices. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by telecopier as follows: 
 (i) If to the Company or any other Credit Party: 

Cheryl K. Ramagano 

Vice President & Treasurer 

Universal Health Realty Income Trust 

367 South Gulph Road 

King of Prussia, PA 19406 

Telecopier: (610)382-4407 

Telephone: (610)768-3402 

Email: cheryl.ramagano@uhsinc.com 

  
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 (ii) If to the Agent: 

Wells Fargo Bank, National Association, as Agent 

1525 West W.T. Harris Blvd. 1B1 

Mail Code D1109-019 

Charlotte, North Carolina 28262 

Attention: Syndication Agency Services 

Telephone: (704) 590-9003 

Fax: (844) 879-5899 

Email: Nicole.Prebeck@wellsfargo.com 

with a copy to: 

Wells Fargo Bank, National Association 

301 South College Street, 14th Floor 

MAC D1053-150 

Charlotte, North Carolina 28202 

Attention: Andrea Chen 

Telephone: (704) 383-3747 

Fax: (704) 715 -1438 

Email: andrea.chen@wellsfargo.com 

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

King & Spalding, LLP 

300 South Tryon Street 

Charlotte, North Carolina 28202 

Attention: Aleksandra Kopec 

Telephone: (704) 503-2587 

Email: akopec@kslaw.com 

(iii) if to a Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire. 

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when confirmed receipt (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next
business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). 

(b) Electronic Communications. Notices and other communications to the Lenders, the Swingline Lenders and the Issuing
Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent, provided that the foregoing
shall not apply to notices to any Lender, any Swingline Lender or any Issuing Lender pursuant to Article II if such Lender, such Swingline Lender or such Issuing Lender, as applicable, has notified the Agent that it is incapable of receiving
notices under such Article by electronic communication. The Agent or the Company may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or communications. 

  
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 Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its
e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c) Change of Address, Etc. Any party hereto may change its address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto. 
 (d) Platform. 

(i) The Company agrees that the Agent may make the Communications (as defined below) available to the Lenders by posting the
Communications on SyndTrak or a substantially similar electronic transmission system (the “Platform”). 

(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not
warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications effected thereby (the “Communications”). No warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection
with the Communications or the Platform. In no event shall the Agent or any of its affiliates or any of their respective officers, directors, employees, agents, advisors or representatives (collectively, “Agent Parties”) have any
liability to the Credit Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or
otherwise) arising out of any Credit Party’s or the Agent’s transmission of communications through the Platform. 

Section 9.3 No Waiver; Cumulative Remedies. 

No failure to exercise and no delay in exercising, on the part of the Agent or any Lender, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 

Section 9.4 Survival of Representations and Warranties. 

All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans; provided that all such representations and warranties shall terminate on the date upon which the Commitments have been terminated
and all Credit Party Obligations have been paid in full. 

  
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 Section 9.5 Payment of Expenses and Taxes; Indemnity. 

(a) Costs and Expenses. The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Agent), and shall pay all fees and time charges and disbursements
for attorneys who may be employees of the Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the applicable Issuing Lender and the Applicable Swingline Lender in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or Swingline Loan or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agent, any Lender, any
Issuing Lender or any Swingline Lender (including the fees, charges and disbursements of any counsel for the Agent, any Lender, any Swingline Lender or any Issuing Lender), and shall pay the reasonable fees and time charges for attorneys who may be
employees of the Agent, any Lender, any Issuing Lender or any Swingline Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this
Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit. 
 (b) Indemnification by the Company.
The Company shall indemnify the Agent (and any sub-agent thereof), each Lender, each Issuing Lender and each Swingline Lender, and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any
Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third
party or by the Company or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by
an Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release
of Materials of Environmental Concern on or from any property owned or operated by any Credit Party or any of its Subsidiaries, or any liability under Environmental Law related in any way to any Credit Party or any of its Subsidiaries, or
(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other Credit Party,
and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or result from a claim brought by the Company or any other Credit Party against an Indemnitee for a
material breach of such 

  
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Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction. This section (b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. 

(c) Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount
required under paragraph (a) or (b) of this Section to be paid by it to the Agent (or any sub-agent thereof), the applicable Issuing Lender, the Applicable Swingline Lender or any Related Party of
any of the foregoing, each Lender severally agrees to pay to the Agent (or any such sub-agent), the applicable Issuing Lender, the Applicable Swingline Lender or such Related Party, as the case may be, such
Lender’s Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent), the applicable Issuing Lender, the Applicable Swingline Lender in its capacity
as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent), the applicable Issuing Lender or the Applicable Swingline Lender in connection with such capacity.

 (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, none of the Credit
Parties shall assert, and each of the Credit Parties hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in
paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the Transactions. 
 (e) Payments. All amounts due under
this Section shall be payable promptly/not later than ten (10) days after demand therefor. 
 (f) Survival. The
agreements contained in this Section shall survive the resignation of the Agent, any Swingline Lender and any Issuing Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of the
Credit Party Obligations. 
 Section 9.6 Successors and Assigns; Participations. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby, except that neither the Company nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of the Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of
participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and


  
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assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) Assignments by
Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it);
provided that any such assignment shall be subject to the following conditions: 
 (i) Minimum Amounts.

 (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans
at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and 
 (B) in any case not described in paragraph (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000,
in the case of any assignment in respect of any portion of the Revolving Facility, unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably
withheld or delayed). 
 (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of
its rights and obligations among separate Tranches on a non-pro rata basis. 

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by
paragraph (b)(i)(B) of this Section and, in addition: 
 (A) the consent of the Company (such consent not to be
unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof; 

(B) the consent of the Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in
respect of a Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and 

  
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 (C) the consent of each Issuing Lender and each Swingline Lender (such consent
not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment. 

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500; provided that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not
a Lender, shall deliver to the Agent an Administrative Questionnaire. 
 (v) No Assignment to Certain Persons. No
such assignment shall be made to (A) any Credit Party or any Credit Party’s Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute any
of the foregoing Persons described in this clause (B). 
 (vi) No Assignment to Natural Persons. No such
assignment shall be made to a natural person. 
 (vii) Certain Additional Payments. In connection with any assignment
of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to
the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the
consent of the Company and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy
in full all payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in
Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable
Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

Subject to acceptance and recording thereof by the Agent pursuant to paragraph (c) of this Section, from and after the
effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all
of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.14 and 9.5 with respect to facts and circumstances
occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender 

  
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of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with paragraph (d) of this Section. 
 (c) Register. The Agent, acting solely for
this purpose as an agent of the Company, shall maintain at one of its offices in Charlotte, North Carolina a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Company, the
Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that a Lender shall only be entitled to inspect its own entry in the Register and not that of any other Lender. In
addition, the Agent shall maintain on the Register information regarding the designation and revocation of designation, of any Lender as a Defaulting Lender. 

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Company or the Agent, sell
participations to any Person (other than a natural person or any Credit Party or any Credit Party’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under
this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the Company, the Agent and the Lenders, Issuing Lenders and Swingline Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.1(b) with respect to any payments made by such Lender to its
Participant(s). 
 Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant. Subject to paragraph (e) of this Section, the Company agrees that each Participant shall be entitled to the benefits of
Sections 2.14 and 2.16 (subject to the requirements and limitations therein, including the requirement in Section 2.16(e) (it being understood that the documentation required under Section 2.16(e) shall be delivered to the
participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided such Participant agrees to be subject to Sections 2.19 as if it were a
Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.7 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register in the United States on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other


  
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obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each
person whose name is recorded in the Participant register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as the Agent) shall
have no responsibility for maintaining a Participant Register. 
 (e) Limitations Upon Participant Rights. A
Participant shall not be entitled to receive any greater payment under Sections 2.14 and 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Company’s prior written consent (such consent not to be unreasonably withheld or delayed). 

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 Section 9.7 Right of Set-off; Sharing of Payments. 
 (a) If an Event of Default shall have occurred and be
continuing, each Lender, Issuing Lender, Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, Issuing Lender, Swingline Lender or any such Affiliate to or for the
credit or the account of the Company against any and all of the obligations of the Company now or hereafter existing under this Agreement or any other Loan Document to such Lender, Swingline Lender or Issuing Lender, irrespective of whether or not
such Lender, Swingline Lender or Issuing Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Company may be contingent or unmatured or are owed to a branch or office of such Lender,
Swingline Lender or Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all
amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed
held in trust for the benefit of the Agent and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Credit Party Obligations owing to such Defaulting Lender as to which
it exercised such right of setoff. The rights of each Lender, Swingline Lender, Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender,
Swingline Lender, Issuing Lender or their respective Affiliates may have. Each Lender, Swingline Lender and Issuing Lender agrees to notify the Company and the Agent promptly after any such setoff and application, provided that the failure to
give such notice shall not affect the validity of such setoff and application. 

  
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 (b) If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest
thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Agent of such fact, and (ii) purchase (for cash at face
value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: 

(A) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Company pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in Letters of Credit to any assignee or participant, other than to any Credit Party or any Subsidiary thereof (as to which the provisions of this paragraph shall apply) or (z) (1) any amounts
applied by the Applicable Swingline Lender to outstanding Swingline Loans and (2) any amounts received by the applicable Issuing Lender and/or the Applicable Swingline Lender to secure the obligations of a Defaulting Lender to fund risk
participations hereunder. 
 (c) The Company consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Company of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor
of the Company in the amount of such participation. 
 Section 9.8 Table of Contents and Section Headings. 

The table of contents and the Section and subsection headings herein are intended for convenience only and shall be ignored in construing this
Agreement. 
 Section 9.9 Counterparts; Effectiveness; Electronic Execution. 

(a) Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 4.1, this Agreement shall become effective when (i) it shall have
been executed by the Company, the Guarantors and the Agent, the Lenders and the Agent shall have received copies hereof and thereof (telefaxed or otherwise), and thereafter this Agreement shall be binding upon and inure to the benefit of the
Company, the Guarantors, the Agent and each Lender and their respective successors and permitted assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or email shall be effective as delivery of a manually
executed counterpart of this Agreement. 

  
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 (b) Electronic Execution of Assignments. The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

Section 9.10 Severability. 

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. 
 Section 9.11 Integration. 

This Agreement and the other Loan Documents represent the agreement of the Company, the other Credit Parties, the Agent and the Lenders with
respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Agent, the Company, the other Credit Parties, or any Lender relative to the subject matter hereof not expressly set forth or referred
to herein or therein. 
 Section 9.12 Governing Law. 

This Agreement and the other Loan Documents, any claims, controversy or dispute arising out of or relating to this Agreement or any
other Loan Document (except, as to any other Loan Document, as expressly set forth therein) shall be governed by, and construed in accordance with, the laws of the State of New York without reference to principles of conflicts or choice of law. 

Section 9.13 Consent to Jurisdiction; Service of Process and Venue. 

(a) Consent to Jurisdiction. The Company irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the courts of the State of New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York sitting State court or, to the fullest extent permitted by
applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Agent, any Lender, any Swingline Lender or any Issuing Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other
Loan Document against the Company or any other Credit Party or its properties in the courts of any jurisdiction. 
 (b)
Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.2. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner
permitted by applicable law. 

  
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 (c) Venue. The Company irrevocably and unconditionally waives, to the
fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in
paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

Section 9.14 Confidentiality. 

Each of the Agent, the Lenders, the Swingline Lenders and the Issuing Lenders agree to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to their Affiliates and to its and their Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to
any other party hereto, (e) in connection with the exercise of any remedies hereunder, under any other Loan Document or Bank Product or any action or proceeding relating to this Agreement, any other Loan Document or Bank Product
or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement, (g) (i) any actual or prospective party (or its partners, directors, officers, employees, managers, administrators, trustees, agents, advisors or other representatives) to any swap or
derivative or similar transaction under which payments are to be made by reference to the Company and its obligations, this Agreement or payments hereunder, (ii) an investor or prospective investor in securities issued by an Approved Fund that
also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in
connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iv) a nationally recognized rating agency that requires access to information regarding the Credit
Parties, the Loans and Loan Documents in connection with ratings issued in respect of securities issued by an Approved Fund (in each case, it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information confidential), (h) with the consent of the Company or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this
Section or (y) becomes available to the Agent, any Lender, any Swingline Lender, any Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company. 

For purposes of this Section, “Information” shall mean all information received from any Credit Party or any of its
Subsidiaries relating to any Credit Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Agent, any Lender, any Swingline Lender or any Issuing Lender on a nonconfidential
basis prior to disclosure by any Credit Party or any of its Subsidiaries; provided that, in the case of information received from any Credit Party or any of its Subsidiaries after the date hereof, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care
to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

  
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 Section 9.15 Acknowledgments. 

The Company hereby acknowledges on behalf of itself and the Guarantors that: 

(a) each of the Credit Parties has been advised by counsel in the negotiation, execution and delivery of each Loan Document;

 (b) neither the Agent nor any Lender has any fiduciary relationship with or duty to the Company or any other Credit Party
arising out of or in connection with this Agreement and the relationship between the Agent and the Lenders, on one hand, and the Company and the other Credit Parties, on the other hand, in connection herewith is solely that of creditor and debtor;
and 
 (c) no joint venture exists among the Lenders and the Agent or among the Company, the Agent or the other Credit
Parties and the Lenders. 
 Section 9.16 Waivers of Jury Trial. 

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

Section 9.17 Patriot Act Notice. 

Each Lender and the Agent (for itself and not on behalf of any other party) hereby notifies the Company that, pursuant to the requirements of
the Patriot Act or any other Anti-Money Laundering Laws, it is required to obtain, verify and record information that identifies the Company and the other Credit Parties, which information includes the name and address of the Company and the other
Credit Parties and other information that will allow such Lender or the Agent, as applicable, to identify the Company and the other Credit Parties in accordance with the Patriot Act or such Anti-Money Laundering Laws. 

Section 9.18 Resolution of Drafting Ambiguities. 

The Company acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of this Agreement and the
other Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation hereof or thereof. 

  
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 Section 9.19 Continuing Agreement. 

This Agreement shall be a continuing agreement and shall remain in full force and effect until all Credit Party Obligations (other than those
obligations that expressly survive the termination of this Agreement) have been paid in full and all Commitments and Letters of Credit have been terminated. 

Section 9.20 Press Releases and Related Matters. 

The Company and its Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of
Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of such Person (other than in connection with standard SEC 10-q,
8-k and other similar filings), unless (and only to the extent that) the Company or such Affiliate are required to do so under law and then, in any event, the Credit Parties or such Affiliate will consult with
such Person before issuing such press release or other public disclosure. The Credit Parties consent to the publication by Agent or any Lender of customary advertising material relating to the Transactions using the name, product photographs, logo
or trademark of the Credit Parties. 
 Section 9.21 No Advisory or Fiduciary Responsibility. 

In connection with all aspects of each Transaction, each of the Credit Parties acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (a) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan
Document) are an arm’s-length commercial transaction between the Credit Parties and their Affiliates, on the one hand, and the Lenders, Agent and the Arrangers, on the other hand, and the Credit Parties
are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the Transactions and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection
with the process leading to such transaction, each Lender, the Agent, and each Arranger, each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any Credit Party or any of their Affiliates,
stockholders, creditors or employees or any other Person; (c) no Lender, the Agent, nor any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Credit Party with respect to any of the Transactions
or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Lender, the Agent or any Arranger has advised or is currently advising any Credit
Party or any of its Affiliates on other matters) and none of the Lenders, the Agent, nor any Arranger has any obligation to any Credit Party or any of their Affiliates with respect to the Transactions except those obligations expressly set forth
herein and in the other Loan Documents; (d) the Lenders, the Agent and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Parties and their
Affiliates, and none of the Lenders, the Agent or the Arrangers has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Lenders, the Agent and the Arrangers have not provided
and will not provide any legal, accounting, regulatory or tax advice with respect to any of the Transactions (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Credit Parties have consulted their own
legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Credit Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Lenders, the Agent, or any
Arrangers with respect to any breach or alleged breach of agency or fiduciary duty. 

  
 102 








 Section 9.22 Responsible Officers. 

The Agent and each of the Lenders are authorized to rely upon the continuing authority of the Responsible Officers with respect to all matters
pertaining to the Loan Documents including, but not limited to, the selection of interest rates, the submission of requests for Extensions of Credit and certificates with regard thereto. Such authorization may be changed only upon written notice to
Agent accompanied by evidence, reasonably satisfactory to Agent, of the authority of the Person giving such notice and such notice shall be effective not sooner than five (5) Business Days following receipt thereof by Agent (or such earlier
time as agreed to by the Agent). 
 Section 9.23 Acknowledgment and Consent to Bail-In of
EEA Financial Institutions. 
 Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement
or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion
Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 
 (a) the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in
connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. 
 Section 9.24 Certain
ERISA Matters. 
 (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party
hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agent, each Arranger and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of the Company or any other Credit Party, that at least one of the following is and will be true: 

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR §
2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments; 

  
 103 








 (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a
class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house
asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; 

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of
Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or 

(iv) such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion,
and such Lender. 
 (b) In addition, unless sub-clause (i) in the immediately
preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender
party hereto, for the benefit of, the Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Company or any other Credit Party, that: 

(i) none of the Agent, any Arranger nor any of their respective Affiliates is a fiduciary with respect to the assets of such
Lender (including in connection with the reservation or exercise of any rights by the Agent under this Agreement, any Loan Document or any documents related to hereto or thereto); 

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an
investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR §
2510.3-21(c)(1)(i)(A)-(E), 
 (iii) the Person making the investment decision on
behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in
general and with regard to particular transactions and investment strategies (including in respect of the Secured Obligations); 

  
 104 








 (iv) the Person making the investment decision on behalf of such Lender with
respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of
Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and 

(v) no fee or other compensation is being paid directly to the Agent, each Arranger or their respective Affiliates for
investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. 

(c) The Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or
to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive
interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount
being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including
structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting
fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

[Signature Pages Follow] 

  
 105 








 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement under seal as of the date
first set forth above. 
  

			
	 UNIVERSAL HEALTH REALTY INCOME

TRUST, a real investment trust organized under the laws of the state of Maryland

		
	By:	 	/s/ CHERYL K. RAMAGANO
	 Name: Cheryl K. Ramagano
 Title:
Vice President, Secretary & Treasurer










 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender, Agent, a Swingline Lender and an Issuing Lender
		
	By:	 	/s/ ANDREA S. CHEN
	 Name: Andrea S. Chen
 Title:
Managing Director










 
			
	BANK OF AMERICA, as a Lender, a Swingline Lender and an Issuing Lender
		
	By:	 	/s/ JOSEPH L. CORAH
	Name:	 	Joseph L. Corah
	Title:	 	Director









 
			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
		
	By:	 	/s/ GORDON YIP
	Name:	 	Gordon Yip
	Title:	 	Director
		
	By:	 	/s/ MARK KONEVAL
	Name:	 	Mark Koneval
	Title:	 	Managing Director









 
			
	FIFTH THIRD BANK, as a Lender
		
	By:	 	/s/ ELLIE ROBERTSON
	Name:	 	Ellie Robertson
	Title:	 	Officer









 
			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	/s/ DAWN LEE LUM
	Name:	 	Dawn Lee Lum
	Title:	 	Executive Director









 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ JEFFREY D. GREENLAW
	Name:	 	Jeffrey D. Greenlaw
	Title:	 	Vice President









 
			
	SunTrust Bank, as a Lender
		
	By:	 	/s/ PHILIP VANFOSSAN
	Name:	 	Philip VanFossan
	Title:	 	Vice President









 Exhibit 1.1(a) 

[FORM OF] 
 ACCOUNT DESIGNATION
LETTER 
 March 27, 2018 
 Wells Fargo
Bank, National Association 
 1525 West W.T. Harris Blvd. 1B1 

Charlotte, North Carolina 28262 
 Attn: Nicole Prebeck,
Syndication Agency Services 
 Ladies and Gentlemen: 

This Account Designation Letter is delivered to you by UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the
laws of Maryland (the “Company”), under the Credit Agreement dated as of March 27, 2018 (as amended, restated or otherwise modified, the “Credit Agreement”) by and among the Company, the Lenders party thereto
and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Agent”). 
 The Agent is hereby authorized to
disburse all Loan proceeds into the following account, unless the Company shall designate, in writing to the Agent, one or more other accounts: 
  

					
		 	Bank Name:	  	[                                      
          ]
		 	ABA Routing Number:	  	[                ]
		 	Account Number:	  	[                        ]

 Notwithstanding the foregoing, on the Closing Date of the Credit Agreement, funds borrowed under the Credit
Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately. 
 IN WITNESS
WHEREOF, the undersigned has executed this Account Designation Letter this          day of             ,
                . 
  

							
	[CORPORATE SEAL]	 		 	UNIVERSAL HEALTH REALTY INCOME TRUST,
		 		 	a Maryland real estate investment trust
		 		 	
				
		 		 	By:	 	 
		 		 	Name:	 	
		 		 	Title:	 	








 Exhibit 1.1(b) 

[FORM OF] 
 ASSIGNMENT AND
ASSUMPTION 
 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set
forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee identified in item 2 below ([the] [each, an]
“Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.]1 Capitalized terms used but not
defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and
[the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Agent as contemplated below (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities
identified below (including, without limitation, any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement,
any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor. 
  

					
			
	1. Assignor[s]:	  	 	  	
			
		  	 	  	
			
	2. Assignee[s]:	  	 	  	
			
		  	 	  	

 [for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender] 

 

	1 	Include bracketed language if there are either multiple Assignors or multiple Assignees. 









			
		
	3. Borrower:	  	UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of Maryland
		
	4. Administrative Agent:	  	Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement.
		
	5. Credit Agreement:	  	The Credit Agreement dated as of March 27, 2018, among the Borrower, the guarantors from time to time party thereto, the lenders and other financial institutions from time to time party thereto, and Wells Fargo Bank, National
Association, as administrative agent.
		
	6. Assigned Interest[s]:	  	

  

													
	 Assignor[s]
	  	Assignee[s]	  	Facility
Assigned	  	Aggregate
Amount of
Commitment/
Loans for all
Lenders	  	Amount of
Commitment/
Loans
Assigned	  	Percentage
Assigned of
Commitment/
Loans	  	CUSIP
Number
		  		  		  	$	  	$	  	%	  	
		  		  		  	$	  	$	  	%	  	
		  		  		  	$	  	$	  	%	  	

 [7. Trade Date:
                                         
   ]2 
 Effective Date:
                        
                , 20        . 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 

	2 	To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 








 The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR[S]
	[NAME OF ASSIGNOR]
		
	By:	 	 
		 	Title:









 
			
	ASSIGNEE[S]
	[NAME OF ASSIGNEE]
		
	By:	 	 
		 	Title:










			
	[Consented to and] Accepted:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Agent



			
		
	By:	 	 
		 	Title:









			
	[Consented to:]
	
	[NAME OF RELEVANT PARTY]
		
	By:	 	 
		 	Title:








 ANNEX 1 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) except as set forth herein, makes no representation or warranty and assumes no responsibility with respect
to (i) any statements, representations or warranties made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, validity, legality, enforceability, sufficiency, genuineness or value of, or the
perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or any collateral
thereunder, (iii) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto or (iv) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or any other Loan Document. 

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit
Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, from and after the Effective Date, (iv) it is sophisticated regarding decisions to purchase assets such as those represented by the Assigned Interest and either it, or the Person exercising discretion in
making its decision to purchase the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement [and the other Loan Documents], together with (or been given the opportunity to receive)
copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest and, on the basis of such documents and information, it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and
(vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or refraining from taking action under the Loan Documents, independently and without reliance on the Administrative Agent,
the Assignor or any other Lender, (ii) [it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent
by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto;] and (iii) it will perform in accordance with their terms all of the obligations that are required to be performed by it as a Lender
under the Credit Agreement and the other Loan Documents. 







 2. Payments. [From and after the Effective Date, the Administrative Agent shall make all
payments of principal, interest, fees and other amounts in respect of the Assigned Interest to the Assignor for amounts which have accrued prior to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after
the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the [relevant] Assignee.][From and after the
Effective Date, the Administrative Agent shall make all payments of principal, interest, fees and other amounts in respect of the Assigned Interest to the Assignee whether such amounts have accrued prior to or on or after the Effective Date. The
Assignor and the Assignee shall make all appropriate adjustments in payments made by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.] Each of the Assignor
and the Assignee agrees that it will hold in trust for the other party any interest, fees and other amounts which it may receive to which the other party is entitled pursuant to this clause, and pay to the other party any such amounts which it may
receive promptly upon receipt. 
 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and
Assumption [and the other Loan Documents] and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Assumption [(except, as to any other Loan
Document, as expressly set forth therein)] and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York. 

  
 2 








 Exhibit 1.1(c) 

[FORM OF] 
 BANK PRODUCT PROVIDER
NOTICE 
  

			
	TO:	  	 Wells Fargo Bank, National Association, as Agent
  

	RE:	  	 Credit Agreement, dated as of March 27, 2018, by and among UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust
organized under the laws of Maryland (the “Borrower”), the Guarantors, the Lenders and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (as amended, modified, extended, restated, replaced, or
supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement)

 

	DATE:	  	[        ] [    ], [        ]

 [Name of Bank Product Provider] hereby notifies you, pursuant to the terms of the Credit Agreement, that: 

(a) [Name of Bank Product Provider] meets the requirements of a Bank Product Provider under the terms of the Credit Agreement and is a Bank
Product Provider under the Credit Agreement and the other Loan Documents. 
 (b) The Credit Parties have entered into Bank Products with
[Name of Bank Product Provider] which include: [set forth Bank Products]. 
 (c) The maximum dollar amount1 of obligations arising under the Bank Products set forth in clause (b) above is: $            . 

(d) The methodology to be used by such parties in determining the Bank Product Debt (as defined in the Credit Agreement) owing from time to
time is:
                                        .

 Delivery of this Notice by telecopy shall be effective as an original. 

 

	1 	If reasonably capable of being determined. 








 A duly authorized officer of the undersigned has executed this Notice as of the
[        ] day of [        ],[        ]. 

 

			
	[                               
             ],
	 as a Bank Product
Provider



 
			
		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	









 Exhibit 1.1(d) 

[FORM OF] 
 NOTICE OF BORROWING

              , 20     

Wells Fargo Bank, National Association, as Agent 
 under the
Credit Agreement referred to below 
 1525 West W.T. Harris Blvd. 1B1 

Charlotte, North Carolina 28262 
 Attn: Nicole Prebeck,
Syndication Agency Services 
 Ladies and Gentlemen: 

Pursuant to Section 2.1(b)(i) and/or Section 2.9(b)(i) of the Credit Agreement (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”) dated as of March 27, 2018 among UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of Maryland (the “Company”), the Lenders and
other financial institutions from time to time party thereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent for the Lenders, the Company hereby requests the following: 

I. Revolving Loans to be made on [date] as follows (the “Proposed Borrowing”): 

 

							
	 (1)
	  	Total Amount of Revolving Loans	  	$	                	 
	 (2)
	  	 Amount of (1) to be allocated
 to LIBOR
Rate Loans
  
	  	$	                	 
	 (3)
	  	 Amount of (1) to be allocated
 to Base
Rate Loans
  
	  	$	                	 
	 (4)
	  	 Interest Periods and amounts to be allocated

thereto in respect of LIBOR Rate Loans
 (amounts must total
(2)):
  
	  			
		  	 (i) one month
  
	  	$	                	 
		  	 (ii) two months
  
	  	$	                	 
		  	 (iii) three months
  
	  	$	                	 
		  	 (iv) six months
  
	  	$	                	 
		  	Total LIBOR Rate Loans	  	$	                	 









			
	 NOTE:
	  	BORROWINGS MUST BE IN MINIMUM AMOUNTS OF (A) WITH RESPECT TO LIBOR RATE LOANS $100,000 AND $100,000 INCREMENTS IN EXCESS THEREOF AND (B) WITH RESPECT TO BASE RATE LOANS, $100,000 AND $100,000 INCREMENTS IN EXCESS
THEREOF.

 II. Swingline Loans to be made on [date] as follows: 

 

							
	 (1)
	  	 Total Amount of Swingline Loans
  
	  	$	                	 
	 NOTE:
	  	SWINGLINE LOAN BORROWINGS MUST BE IN MINIMUM AMOUNTS OF $50,000 AND IN INTEGRAL AMOUNTS OF $50,000 IN EXCESS THEREOF.	  			

 Terms defined in the Credit Agreement shall have the same meanings when used herein. 

The undersigned hereby certifies that the following statements are true on the date hereof and will be true on the date of the Proposed
Borrowing: 
 (A) the applicable representations and warranties contained in the Credit Agreement and in the other Loan Documents are and
will be true and correct in all material respects, both before and after giving effect to the Proposed Borrowing and to the application of the proceeds thereof, with the same effect as though such representations and warranties had been made on and
as of the date of such Proposed Borrowing (it being understood that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date);
and 
 (B) no Default or Event of Default has occurred and is continuing, or would result from such Proposed Borrowing or from the
application of the proceeds thereof. 
  

			
	Very truly yours,
	
	 UNIVERSAL HEALTH REALTY INCOME TRUST

a Maryland real estate investment trust



 
			
		
	By:	 	 
	Name:	 	
	Title:	 	



  
 - 2 - 








 Exhibit 1.1(e) 

[FORM OF] 
 NOTICE OF
CONVERSION/EXTENSION] 
              ,
20     
 Wells Fargo Bank, National Association, as Agent 

under the Credit Agreement referred to below 
 1525 West W.T.
Harris Blvd. 1B1 
 Charlotte, North Carolina 28262 
 Attn:
Nicole Prebeck, Syndication Agency Services 
 Ladies and Gentlemen: 

Pursuant to Section 2.8 of the Credit Agreement dated as of March 27, 2018 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”) among UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of Maryland (the “Company”), the Lenders and other financial institutions from
time to time parties thereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent for the Lenders, the Company hereby requests conversion or extension of the following Revolving Loans be made on [date] as follows
(the “Proposed Conversion/Extension”): 
  

							
	 (1)
	  	 Total Amount of Revolving Loans
 to be
converted/extended
	  	$	                	 
	 (2)
	  	 Amount of (1) to be allocated
 to LIBOR
Rate Loans
  
	  	$	                	 
	 (3)
	  	 Amount of (1) to be allocated
 to Base
Rate Loans
  
	  	$	                	 
	 (4)
	  	 Interest Periods and amounts to be allocated

thereto in respect of LIBOR Rate Loans
 (amounts must total
(2)):
  
	  			
		  	 (i) one month
  
	  	$	                	 
		  	 (ii) two months
  
	  	$	                	 
		  	 (iii) three months
  
	  	$	                	 
		  	 (iv) six months
  
	  	$	                	 
		  	Total LIBOR Rate Loans	  	$	                	 

  

			
	 NOTE:
	  	BORROWINGS MUST BE IN MINIMUM AMOUNTS OF (A) WITH RESPECT TO LIBOR RATE LOANS, $100,000 and $100,000 INCREMENTS IN EXCESS THEREOF AND (B) WITH RESPECT TO BASE RATE LOANS $100,000 AND $100,000 INCREMENTS IN EXCESS
THEREOF.








 Terms defined in the Credit Agreement shall have the same meanings when used herein. 

The undersigned hereby certifies as of the date hereof and on the-date of the Proposed
Conversion/Extension that no Default or Event of Default has occurred and is continuing, or would result from such Proposed Conversion/Extension or from the application of the proceeds thereof. 

 

			
	Very truly yours,
	
	 UNIVERSAL HEALTH REALTY INCOME TRUST

a Maryland real estate investment trust



 
			
		
	By:	 	 
	Name:	 	
	Title:	 	









 Exhibit 1.1(f) 

[FORM OF] 
 SUBSIDIARY GUARANTY

 THIS SUBSIDIARY GUARANTY, dated as of the 27th day of March, 2018 (this “Guaranty”), is made by each of the
undersigned Subsidiaries and each Subsidiary that may become a party hereto by execution of a Guarantor Accession (as defined below) (the “Guarantors”) of UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust
organized under the laws of the State of Maryland (the “Company”), in favor of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit
Agreement referred to below. 
 RECITALS 

A. The Company, certain financial institutions from time to time party thereto (collectively, the “Lenders”), and Wells Fargo
Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Agent”), are parties to a Credit Agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the
“Credit Agreement”), providing for the availability of certain credit facilities to the Company upon the terms and conditions set forth therein. 

B. It is a condition to the extension of credit to the Company under the Credit Agreement that (1) each Guarantor shall have agreed, by
executing and delivering this Guaranty, to guarantee to the Guaranteed Parties the payment in full of the Guaranteed Obligations (as hereinafter defined) and (2) promptly upon the formation or acquisition of any additional wholly-owned
Subsidiary (other than an Excluded Subsidiary), or upon any Excluded Subsidiary no longer qualifying as an Excluded Subsidiary, and in any event within 30 days thereof, the Company shall cause such additional Subsidiary to execute a Guarantor
Accession (as defined herein) pursuant to Section 5.33(a) of the Credit Agreement. 
 C. The Company and the Guarantors are engaged in
related businesses and undertake certain activities and operations on an integrated basis. Each Guarantor will therefore obtain benefits as a result of the extension of credit to the Company under the Credit Agreement, which benefits are hereby
acknowledged, and, accordingly, desires to execute and deliver this Guaranty. 
 STATEMENT OF AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, to induce the Guaranteed Parties to enter into the Credit Agreement and to induce the Lenders to extend credit to the Company thereunder, each Guarantor hereby agrees as follows: 

1. Guaranty. (a) Each Guarantor hereby irrevocably, absolutely and unconditionally, and jointly and severally: 

(i) guarantees to the Lenders, each Bank Product Provider, each Swingline Lender, each Issuing Lender and the Agent
(collectively, the “Guaranteed Parties”) the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all Credit Party Obligations of the Company
under the Credit Agreement and the other Loan Documents, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Company under the Credit Agreement or any other Loan
Document (including interest accruing after the 







 
filing of a petition or commencement of a case by or with respect to the Company seeking relief under any Debtor Relief Laws, whether or not the claim for such interest is allowed in such
proceeding), all obligations of the Company under any Bank Product, and all Obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due, in each case whether now existing or
hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (all liabilities and obligations described in this clause (i), collectively, the “Guaranteed Obligations”); and 

(ii) agrees to pay or reimburse upon demand all reasonable costs and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) incurred or paid by (y) any Guaranteed Party in connection with any suit, action or proceeding to enforce or protect any rights of the Guaranteed Parties hereunder and (z) the Agent in connection with any
amendment, modification or waiver hereof or consent pursuant hereto (all liabilities and obligations described in this clause (ii), collectively, the “Other Obligations”; and the Other Obligations, together with the Guaranteed
Obligations, the “Total Obligations”). 
 (b) Notwithstanding the provisions of subsection (a) above and
notwithstanding any other provisions contained herein or in any other Loan Document: 
 (i) no provision of this Guaranty
shall require or permit the collection from any Guarantor of interest in excess of the maximum rate or amount that such Guarantor may be required or permitted to pay pursuant to applicable law; and 

(ii) the liability of each Guarantor under this Guaranty as of any date shall be limited to a maximum aggregate amount (the
“Maximum Guaranteed Amount”) equal to the greatest amount that would not render such Guarantor’s obligations under this Guaranty subject to avoidance, discharge or reduction as of such date as a fraudulent transfer or
conveyance under applicable Debtor Relief Laws, in each instance after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under applicable Debtor Relief Laws (specifically excluding, however, any
liabilities of such Guarantor in respect of intercompany indebtedness to the Company or any of its Affiliates to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and after
giving effect as assets to the value (as determined under applicable Debtor Relief Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (y) applicable law or (z) any
agreement (including this Guaranty) providing for an equitable allocation among such Guarantor and other Affiliates of the Company of obligations arising under guaranties by such parties). 

(c) The guaranty of each Guarantor set forth in this Section is a guaranty of payment as a primary obligor, and not a guaranty of collection.
Each Guarantor hereby acknowledges and agrees that the Guaranteed Obligations, at any time and from time to time, may exceed the Maximum Guaranteed Amount of such Guarantor and may exceed the aggregate of the Maximum Guaranteed Amounts of all
Guarantors, in each case without discharging, limiting or otherwise affecting the obligations of any Guarantor hereunder or the rights, powers and remedies of any Guaranteed Party hereunder or under any other Loan Document. 

2. Guaranty Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute and unconditional, are independent
of the Guaranteed Obligations or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and shall not be discharged, limited or otherwise affected by reason of any of the following, whether or not such
Guarantor has notice or knowledge thereof: 

  
 2 








 (i) any change in the time, manner or place of payment of, or in any other term
of, any Guaranteed Obligations or any guaranty or other liability in respect thereof, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit
Agreement, any other Loan Document or any agreement or instrument delivered pursuant to any of the foregoing; 
 (ii) the
invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Credit Agreement, any other Loan Document or any agreement or instrument delivered pursuant to any of the
foregoing; 
 (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees
of any Guaranteed Obligations or for any guaranty or other liability in respect thereof; 
 (iv) any discharge, modification,
extension, renewal, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or
the subordination of the same to the payment of any other obligations; 
 (v) any agreement not to pursue or enforce or any
failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof; 

(vi) the exercise of any right or remedy available under the Loan Documents, at law, in equity or otherwise in respect of any
Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted; 

(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like
change in the corporate structure or existence of the Company or any other Person directly or indirectly liable for any Guaranteed Obligations; 

(viii) any release, non-perfection or invalidity of any direct or indirect security for
any Guaranteed Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Guaranteed Obligation or any release of any Credit Party or any other guarantor or
guarantors of any Guaranteed Obligation; 
 (ix) any failure by any Agent or any other Guaranteed Party: (A) to file or
enforce a claim against any Guarantor or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Guarantor of any new or additional indebtedness or obligation under or with respect to the
Guaranteed Obligations; (C) to commence any action against any Guarantor; (D) to disclose to any Guarantor any facts which such Agent or such other Guaranteed Party may now or hereafter know with regard to any Guarantor; or (E) to
proceed with due diligence in the collection, protection or realization upon any collateral securing the Guaranteed Obligations; 

(x) any act or failure to act by any Agent or any other Guaranteed Party under this Guaranty or otherwise which may deprive any
Guarantor of any right to subrogation, contribution or reimbursement against any Credit Party or any right to recover full indemnity for any payments made by such Guarantor in respect of the Guaranteed Obligations; 

  
 3 








 (xi) any other act or omission to act or delay of any kind by any Credit Party,
any Agent, or any other Guaranteed Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder (except
that a Guarantor may assert the defense of final payment in full of the Guaranteed Obligations); or 
 (xii) any other
circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Company, any Guarantor or a surety or guarantor generally, other than the
occurrence of all of the following: (x) the payment in full of the Total Obligations, (y) the termination of the Commitments and the termination or expiration of all Letters of Credit under the Credit Agreement, and (z) the
termination of, and settlement of all obligations of the Company and any Subsidiary under, each Bank Product to which the Company, any Subsidiary and any Bank Product Provider are parties (the events in clauses (x), (y) and (z) above,
collectively, the “Termination Requirements”). 
 3. Certain Waivers. Each Guarantor hereby knowingly, voluntarily
and expressly waives: 
 (i) presentment, demand for payment, demand for performance, protest and notice of any other kind,
including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Loan Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the
Company and of any of the matters referred to in Section 2 hereof and of any rights to consent thereto; 
 (ii) any
right or defense based on or arising by reason of any right or defense of the Company or any other Person, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Company or any other
Person, the invalidity or unenforceability of any Guaranteed Obligations or any Loan Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of the Company for any reason other than the satisfaction of
the Termination Requirements; 
 (iii) any defense based on any Guaranteed Party’s acts or omissions in the
administration of the Guaranteed Obligations, any guaranty or other liability in respect thereof or other security for any of the foregoing; 

(iv) any right to assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or
set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party (including, without limitation,
failure of consideration, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims; and 

(v) any defense based on or afforded by any applicable law that limits the liability of or exonerates guarantors or sureties or
that may in any other way conflict with the terms of this Guaranty. 
 4. Waiver of Subrogation; Subordination. Until all of the
Obligations have been paid in full, each Guarantor hereby knowingly, voluntarily and expressly waives all claims and rights that it may have against the Company at any time as a result of any payment made under or in connection with this Guaranty or
the performance or enforcement hereof, including all rights of subrogation to the rights of any of the Guaranteed Parties against the Company, all rights of indemnity, contribution or reimbursement against the Company, all rights to enforce any
remedies of any Guaranteed Party against 

  
 4 








 
the Company, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Guarantor agrees that all
indebtedness and other obligations, whether now or hereafter existing, of the Company or any other Subsidiary of the Company to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any
intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment to the Total Obligations. Each Guarantor further agrees that if any amount shall be paid to or any distribution
received by any Guarantor (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default hereunder or under the Credit Agreement, or (ii) on account of any such rights of
subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Termination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed
Parties, and shall forthwith be delivered to the Agent in the form received (with any necessary endorsements in the case of written instruments), to be applied against the Guaranteed Obligations, whether or not matured, in accordance with the terms
of the applicable Loan Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Company or any Subsidiary of the Company
becomes a “debtor” within the meaning of the Bankruptcy Code, the Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as
attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the
rights of each such Guarantor in any plan of reorganization, and to demand, sue for, collect and receive every payment and distribution on any indebtedness of the Company or such Subsidiary to any Guarantor in any such proceeding, each Guarantor
hereby assigning to the Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof. 

5. Representations and Warranties. Each Guarantor hereby represents and warrants to the Guaranteed Parties as follows: 

(a) Such Guarantor (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or organization and (b) has the full power and authority to execute, deliver and perform this Guaranty, to own and hold its property and to engage in its business as presently
conducted. 
 (b) Such Guarantor has taken all necessary corporate or limited liability company action to execute, deliver and perform this
Guaranty. This Guaranty constitutes, the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally or by general equitable principles. 
 (c) The execution,
delivery and performance by such Guarantor of this Guaranty, and compliance by it with the terms hereof and thereof, do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws, (ii) contravene
any Requirement of Law applicable to it, (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any indenture, loan agreement, mortgage, deed of trust, lease or other agreement or
instrument to which it is a party, by which it or any of its properties is bound or to which it is subject, or (iv) result in or require the creation or imposition of any Lien upon any of its properties, except to the extent that the failure of
any of the foregoing to be true could not be reasonably expected to have a Material Adverse Effect. 

  
 5 








 (d) No consent, approval, authorization or other action by, notice to, or registration or filing
with, any Governmental Authority is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or the legality, validity or enforceability hereof. 

(e) There are no actions, investigations, suits or proceedings pending or, to the knowledge of such Guarantor, threatened, at law, in equity
or in arbitration, before any court, other Governmental Authority or other Person, (i) against or affecting such Guarantor or any of its properties that would be reasonably likely to have a Material Adverse Effect or (ii) with respect to
this Guaranty. 
 (f) Such Guarantor has been provided with a true and complete copy of the executed Credit Agreement, as in effect as of
the date it became a party hereto, and its principal officers are familiar with the contents thereof, particularly insofar as the contents thereof relate or apply to such Guarantor. 

(g) The representations and warranties contained in the Credit Agreement (with respect to the business, operations, assets, financial
condition, liabilities or contracts of, or which otherwise pertain to, such Guarantor (including to the extent such Guarantor is referred to as a Credit Party or, where applicable, as a Subsidiary of the Company in such representations and
warranties)) are true and correct in all material respects. 
 (h) Such Guarantor has, independently and without reliance upon the Agent or
any other Guaranteed Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty. Such Guarantor has investigated the benefits and advantages which will be
derived by it from execution of this Guaranty, and the board of directors (or persons performing similar functions in case the Guarantor is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such
Guarantor by reason of the execution of this Guaranty. 
 (i) Subject to Section 1(b)(ii), (i) this Guaranty is not given with actual
intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Guaranty;
(iii) such Guarantor is not insolvent on the date hereof and will not become insolvent as a result of the giving of this Guaranty; (iv) such Guarantor is not engaged in a business or transaction, nor is about to engage in a business or
transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts
mature. 
 (j) This Guaranty shall be a Loan Document and shall inure to the benefit of and be enforceable by each Guaranteed Party and its
successors and assigns. 
 6. Covenants. Each Guarantor hereby covenants to the Guaranteed Parties as follows: 

(a) Such Guarantor hereby (i) confirms and agrees to be bound by all of the agreements applicable to a Credit Party as set forth in
the Credit Agreement and (ii) agrees to comply, subject to any applicable notice, cure or grace periods, with each of the covenants contained in the Credit Agreement that imposes or purports to impose, through agreements with the Company,
restrictions or obligations on such Guarantor. 
 (b) Such Guarantor acknowledges that any default in the due observance or performance by
such Guarantor of any covenant, condition or agreement contained herein may constitute, after giving effect to any applicable notice, grace or cure periods, an Event of Default under Section 7.1 of the Credit Agreement.


  
 6 








 7. Events of Default. An Event of Default shall exist upon the occurrence of any Event of
Default as defined in the Credit Agreement (each an “Event of Default”). 
 8. Financial Condition of the Company.
Each Guarantor represents that it has knowledge of the Company’s financial condition and affairs and that it has adequate means to obtain from the Company on an ongoing basis information relating thereto and to the Company’s ability to pay
and perform the Guaranteed Obligations, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Guaranty is in effect with respect to such Guarantor. Each Guarantor agrees that the Guaranteed Parties shall
have no obligation to investigate the financial condition or affairs of the Company for the benefit of any Guarantor nor to advise any Guarantor of any fact respecting, or any change in, the financial condition or affairs of the Company that might
become known to any Guaranteed Party at any time, whether or not such Guaranteed Party knows or believes or has reason to know or believe that any such fact or change is unknown to any Guarantor, or might (or does) materially increase the risk of
any Guarantor as guarantor, or might (or would) affect the willingness of any Guarantor to continue as a guarantor of the Guaranteed Obligations. 

9. Payments; Application; Set-Off. 

(a) Each Guarantor agrees that, upon the failure of the Company to pay any Guaranteed Obligations when and as the same shall become due
(whether at the stated maturity, by acceleration or otherwise), and without limitation of any other right or remedy that any Guaranteed Party may have at law, in equity or otherwise against such Guarantor, such Guarantor will, subject to the
provisions of Section 1(b), forthwith pay or cause to be paid to the Agent, for the benefit of the Guaranteed Parties, an amount equal to the amount of the Guaranteed Obligations then due and owing as aforesaid. 

(b) All payments made by each Guarantor hereunder will be made in Dollars to the Agent, without
set-off, counterclaim or other defense and, in accordance with Section 2.16 of the Credit Agreement, each Guarantor hereby agreeing to comply with and be bound by the provisions of Section 2.16 of
the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Section are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein at length. 

(c) All payments made hereunder shall be applied upon receipt in the manner set forth in Section 2.11 of the Credit Agreement. 

(d) [Reserved]. 
 (e) The
Guarantors shall remain jointly and severally liable to the extent of any deficiency between the amount of all payments made hereunder and the aggregate amount of the Total Obligations. 

(f) In addition to all other rights and remedies available under the Loan Documents or applicable law or otherwise, upon and at any time after
the occurrence and during the continuance of any Event of Default, each Guaranteed Party may, and is hereby authorized by each Guarantor, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment,
demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by each Guarantor, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at
any time held (including at any branches or agencies, wherever located), and any other indebtedness at any time owing, by such Guaranteed Party to or for the credit or the account of such Guarantor against any or all of the obligations of such
Guarantor to such Guaranteed Party hereunder now or hereafter existing. Each Guaranteed Party agrees to notify any affected Guarantor promptly after any such set-off and application; provided,
however, that the failure to give such notice shall not affect the validity of such set-off and application. 

  
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 10. No Waiver. The rights and remedies of the Guaranteed Parties expressly set forth in
this Guaranty and the other Loan Documents are cumulative and in addition to, and not exclusive of, all other rights and remedies available at law, in equity or otherwise. No failure or delay on the part of any Guaranteed Party in exercising any
right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or be
construed to be a waiver of any Default or Event of Default. No course of dealing between any of the Guarantors and the Guaranteed Parties or their agents or employees shall be effective to amend, modify or discharge any provision of this Guaranty
or any other Loan Document or to constitute a waiver of any Default or Event of Default. No notice to or demand upon any Guarantor in any case shall entitle such Guarantor or any other Guarantor to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the right of any Guaranteed Party to exercise any right or remedy or take any other or further action in any circumstances without notice or demand. 

11. Enforcement. The Guaranteed Parties agree that, except as provided in Section 8(f), this Guaranty may be
enforced only by the Agent, acting upon the instructions or with the consent of the Lenders as provided for in the Credit Agreement, and that no Guaranteed Party shall have any right individually to enforce or seek to enforce this Guaranty. The
obligations of each Guarantor hereunder are independent of the Guaranteed Obligations, and a separate action or actions may be brought against each Guarantor whether or not action is brought against the Company or any other Guarantor and whether or
not the Company or any other Guarantor is joined in any such action. Each Guarantor agrees that to the extent all or part of any payment of the Guaranteed Obligations made by any Person is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid by or on behalf of any Guaranteed Party to a trustee, receiver or any other party under any insolvency laws (the amount of any such payment, a “Reclaimed Amount”), then, to the extent
of such Reclaimed Amount, this Guaranty shall continue in full force and effect or be revived and reinstated, as the case may be, as to the Guaranteed Obligations intended to be satisfied as if such payment had not been received; and each Guarantor
acknowledges that the term “Guaranteed Obligations” includes all Reclaimed Amounts that may arise from time to time. 
 12.
Amendments, Waivers, etc. No amendment, modification, waiver, discharge or termination of, or consent to any departure by any Guarantor from, any provision of this Guaranty, shall be effective unless in a writing signed by the Guarantors, the
Agent and such of the Lenders as may be required under the provisions of the Credit Agreement to concur in the action then being taken, and then the same shall be effective only in the specific instance and for the specific purpose for which given.

 13. Addition, Release of Guarantors. Each Guarantor recognizes that the provisions of the Credit Agreement require certain
Subsidiaries of the Company that are not already parties hereto to become Guarantors hereunder by executing a Guarantor Accession and Joinder in the form attached hereto as Exhibit A (the “Guarantor Accession”), and agrees
that its obligations hereunder shall not be discharged, limited or otherwise affected by reason of the same, or by reason of the Agent’s actions in effecting the same or in releasing any Guarantor hereunder, in each case without the necessity
of giving notice to or obtaining the consent of any other Guarantor. The parties hereto agree that at any time a Guarantor is designated as an Excluded Subsidiary in accordance with Section 5.33(b) of the Credit Agreement pursuant to and in
accordance with the terms of the Credit Agreement, such Guarantor shall be automatically released from its obligations hereunder. 

  
 8 








 14. Continuing Guaranty; Term; Successors and Assigns; Assignment; Survival. This Guaranty
is a continuing guaranty and covers all of the Guaranteed Obligations as the same may arise and be outstanding at any time and from time to time from and after the date hereof, and shall (i) remain in full force and effect until satisfaction of
all of the Termination Requirements, (ii) be binding upon and enforceable against each Guarantor and its successors and assigns (provided, however, that no Guarantor may sell, assign or transfer any of its rights, interests,
duties or obligations hereunder without the prior written consent of the Lenders) and (iii) inure to the benefit of and be enforceable by each Guaranteed Party and its successors and assigns. Without limiting the generality of clause (iii)
above, any Guaranteed Party may, in accordance with the provisions of the Credit Agreement, assign all or a portion of the Guaranteed Obligations held by it (including by the sale of participations), whereupon each Person that becomes the holder of
any such Guaranteed Obligations shall (except as may be otherwise agreed between such Guaranteed Party and such Person) have and may exercise all of the rights and benefits in respect thereof granted to such Guaranteed Party under this Guaranty or
otherwise. Each Guarantor hereby irrevocably waives notice of and consents in advance to the assignment as provided above from time to time by any Guaranteed Party of all or any portion of the Guaranteed Obligations held by it and of the
corresponding rights and interests of such Guaranteed Party hereunder in connection therewith. All representations, warranties, covenants and agreements herein shall survive the execution and delivery of this Guaranty and any Guarantor Accession.

 15. Keepwell. Each Credit Party that has total assets exceeding $10,000,000 at the time this Guaranty or the grant of the relevant
security interest becomes effective with respect to a Swap Obligation or such other Credit Party that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder
and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act (each, a “Qualified ECP Guarantor”) hereby jointly and severally,
absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under the Loan Documents in respect of Swap Obligations
(provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 15 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP
Guarantor’s obligations and undertakings under this Guaranty, or any other Loan Document, voidable under Debtor Relief Laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in
full force and effect until all of the Guaranteed Obligations (other than contingent indemnification and expense reimbursement obligations not then due or asserted) shall have been paid in full in cash and the Commitments terminated. Each Qualified
ECP Guarantor intends that this Section 15 constitute, and this Section 15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor
for all purposes of the Commodity Exchange Act. 
 16. Governing Law; Consent to Jurisdiction; Appointment of Company as Representative,
Process Agent, Attorney-in-Fact. (a) THIS GUARANTY AND ANY CLAIMS, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW. THE GUARANTOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT
IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT. 

(b) NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY
GUARANTEED PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. 

  
 9 








 17. Waiver of Jury Trial. EACH GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF,
EACH GUARANTEED PARTY, HEREBY WAIVES, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS,
OR ANY PROCEEDING TO WHICH ANY GUARANTEED PARTY OR SUCH GUARANTOR IS A PARTY, INCLUDING ANY ACTIONS BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY
GUARANTEED PARTY OR SUCH GUARANTOR. 
 18. Notices. All notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile transmission or cable communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered (a) if to any Guarantor, in care of the Company and at the Company’s address for notices set
forth in the Credit Agreement and (b) if to any Guaranteed Party, at its address for notices set forth in Section 9.2 the Credit Agreement; or to such other address as any of the Persons listed above may designate for itself by like notice
to the other Persons listed above; and in each case, with copies to such other Persons as may be specified under the provisions of the Credit Agreement. All such notices and communications shall be deemed to have been given (i) if mailed as
provided above by any method other than overnight delivery service, on the third Business Day after deposit in the mails, (ii) if mailed by overnight delivery service, telegraphed, telexed, telecopied or cabled, when delivered for overnight
delivery, delivered to the telegraph company, confirmed by telex answerback, transmitted by telecopier or delivered to the cable company, respectively, or (iii) if delivered by hand, upon delivery; provided that notices and
communications to the Agent shall not be effective until received by the Agent. 
 19. Severability. To the extent any provision of
this Guaranty is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such
provision in any other jurisdiction or the remaining provisions of this Guaranty in any jurisdiction. 
 20. Construction. The
headings of the various sections and subsections of this Guaranty have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. Unless the context otherwise requires, words in
the singular include the plural and words in the plural include the singular. 
 21. Counterparts; Effectiveness. This Guaranty may
be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This
Guaranty shall become effective, as to any Guarantor, upon the execution and delivery by such Guarantor of a counterpart hereof or a Guarantor Accession. 

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed by its duly authorized officers as of the date first above
written. 
 [GUARANTORS]4 

 

	4 	Company to confirm Guarantors. 


  
 10 








 IN WITNESS HEREOF, solely with respect to Paragraph 14, the Company has caused this Guaranty to
be executed by its duly authorized officers as of the date first above written. 
  

			
	 UNIVERSAL HEALTH REALTY INCOME TRUST,

a Maryland real estate investment trust



 
			
		
	By: 	 	 
	Name:	 	
	Title:	 	



  
 11 








 Accepted and agreed to: 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as

Agent for the Lenders



			
		
	By:	 	 
	Name:	 	
	Title	 	


  
 12 








 EXHIBIT A 

GUARANTOR ACCESSION AND JOINDER 

THIS GUARANTOR ACCESSION AND JOINDER (this “Accession”), dated as of _____________, ____, is executed and delivered by
[NAME OF NEW GUARANTOR], a ______________ [corporation][limited liability company] (the “Subsidiary Guarantor”), pursuant to the Subsidiary Guaranty and Pledge Agreement referred to herein below. 

Reference is made to the Credit Agreement, dated as of March 27, 2018, among Universal Health Realty Income Trust, a real estate
investment trust organized under the laws of the State of Maryland (the “Company”), the Lenders party thereto, and the Agent (as amended, modified or supplemented from time to time, the “Credit Agreement”). In connection
with and as a condition to the Lenders’ entering into the Credit Agreement and making the initial and continued extensions of credit to the Company thereunder, the Subsidiary Guarantor and certain of its subsidiaries have executed and delivered
(i) a Subsidiary Guaranty, dated as of March 27, 2018 (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), pursuant to which such subsidiaries have guaranteed the payment in full of the
obligations of the Company under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) and (ii) a Pledge Agreement, dated as of March 27, 2018 (as amended, modified or supplemented from time to time, the
“Pledge Agreement”), pursuant to which such subsidiaries have granted a continuing security interest in any and all right, title and interest of its Pledged Collateral (as defined in the Pledge Agreement). Capitalized terms used
herein without definition shall have the meanings given to them in the Subsidiary Guaranty or Pledge Agreement, as applicable. 
 The
Company has agreed under Section 5.33(a) of the Credit Agreement to cause certain of its future subsidiaries to become parties to the Subsidiary Guaranty as guarantors thereunder and the Pledge Agreement as pledgor thereunder. The Subsidiary
Guarantor is a Subsidiary of the Company. The Subsidiary Guarantor will obtain benefits as a result of the continued extension of credit to the Company under the Credit Agreement, which benefits are hereby acknowledged, and, accordingly, desire to
execute and deliver this Accession. Therefore, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the Lenders to continue to extend credit to the
Company under the Credit Agreement, the Subsidiary Guarantor hereby agrees as follows: 
 1. The Subsidiary Guarantor hereby joins in and
agrees to be bound by each and all of the provisions of the Subsidiary Guaranty as a Guarantor thereunder. In furtherance (and without limitation) of the foregoing, pursuant to Section 1 of the Subsidiary Guaranty, the Subsidiary Guarantor
hereby irrevocably, absolutely and unconditionally, and jointly and severally with each other Guarantor, guarantees to the Guaranteed Parties the full and prompt payment, at any time and from time to time as and when due (whether at the stated
maturity, by acceleration or otherwise), of all of the Guaranteed Obligations, and agrees to pay or reimburse upon demand all Other Obligations, all on the terms and subject to the conditions set forth in the Subsidiary Guaranty. 

2. The Subsidiary Guarantor hereby represents and warrants that after giving effect to this Accession, each representation and warranty
contained in Section 5 of the Subsidiary Guaranty is true and correct with respect to the Subsidiary Guarantor as of the date hereof, as if such representations and warranties were set forth at length herein. 

3. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Accession, the Subsidiary Guarantor will
be deemed to be a party to the Pledge Agreement and a “Pledgor” for all purposes of the Pledge Agreement, and shall have all the obligations of 







 
a Pledgor thereunder as if it had executed the Pledge Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Pledge Agreement. Without limiting generality of the foregoing terms of this paragraph 3, the Subsidiary Guarantor hereby grants, pledges and assigns to the Agent, for the benefit of the Secured Parties (as defined in the
Pledge Agreement), a continuing security interest in, and a right of set off against, any and all right, title and interest of the Subsidiary Guarantor in and to the Pledged Collateral (as defined in the Pledge Agreement) identified on Schedule
1 hereto to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Credit Party Obligations (as defined in the Credit Agreement). 

4. This Accession shall be a Loan Document (within the meaning of such term under the Credit Agreement), shall be binding upon and enforceable
against the Subsidiary Guarantor and its successors and assigns, and shall inure to the benefit of and be enforceable by each Guaranteed Party and its successors and assigns. This Accession and its attachments are hereby incorporated into the
Subsidiary Guaranty and Pledge Agreement and made a part thereof. 

  
 2 








 IN WITNESS WHEREOF, the Subsidiary Guarantor has caused this Accession to be executed
under seal by its duly authorized officer as of the date first above written. 
  

			
	[NAME OF NEW GUARANTOR]


 
			
		
	By:	 	 
	Name:	 	
	Title:	 	



  
 3 








 Schedule 1 
  

							
	 Guarantor Subsidiary:
[                                ]

				
	 Name of Subsidiary
	  	Number of Shares	  	Certificate Number	  	Percentage Ownership








 Exhibit 2.1(a) 

[FORM OF] 
 FUNDING INDEMNITY
LETTER 
  

			
	TO:	  	 WellsFargo Bank, National Association, as Agent

		
	RE:	  	Credit Agreement, to be dated on or about March 27, 2018, by and among UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of Maryland (the “Borrower”), the Guarantors,
the Lenders and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”)
		
	DATE:	  	 [________],2018


 This letter is delivered in anticipation of the closing of the above-referenced Credit Agreement. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned thereto in the most recent draft of the Credit Agreement circulated to the Borrower and the Lenders. 

The Borrower anticipates that all conditions precedent to the effectiveness of the Credit Agreement will be satisfied on March 27, 2018
(the “Effective Date”). The Borrower wishes to borrow the initial Revolving Loans, described in the Notice of Borrowing delivered in connection with this letter agreement, on the Effective Date as LIBOR Rate Loans (the
“Effective Date LIBOR Rate Loans”). 
 In order to induce the Lenders to accept this request prior to the Effective Date,
the Borrower hereby agrees that, in the event the Borrower fails to borrow the Effective Date LIBOR Rate Loans on the Effective Date for any reason whatsoever (including the failure of the Credit Agreement to become effective), the Borrower hereby
unconditionally agrees to reimburse each applicable Lender in respect of its Effective Date LIBOR Rate Loans upon its demand as set forth in Section 2.15 of the Credit Agreement (as such Section is set forth in the most recent draft of the
Credit Agreement circulated to the Borrower prior to execution of this letter) as if it were in effect with respect to the requested Effective Date LIBOR Rate Loans. 

This letter agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York. This
letter may (a) be executed in any number of counterparts by the different signatories hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which together shall constitute one
and the same letter and (b) upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. 

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 







 
			
	 UNIVERSAL HEALTH REALTY INCOME TRUST,

a Maryland real estate investment trust



 
			
		
	By:	 	 
	Name:	 	
	Title:	 	



  
 1 








 Exhibit 2.1(e) 

[FORM OF] 
 REVOLVING NOTE

 March 27, 2018 
 FOR
VALUE RECEIVED, the undersigned, UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of Maryland (the “Company”) hereby unconditionally promises to pay, on the Maturity Date (as defined in
the Credit Agreement referred to below), to the order of ___________ (the “Lender”) at the office of Wells Fargo Bank, National Association located at One Wells Fargo Center, 301 South College Street, 5th Floor, Charlotte,
North Carolina 28288 to the Attention of Andrea Chen, Healthcare Corporate Banking, in lawful money of the United States of America and in immediately available funds, the aggregate unpaid principal amount of all Revolving Loans made by the Lender
to the undersigned pursuant to Section 2.1 of the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law and when
required by the Credit Agreement, accrued interest owing hereunder from time to time from the date hereof until payment in full of the principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit
Agreement. 
 The holder of this Note is authorized to endorse the date and amount of each Revolving Loan pursuant to Section 2.1 of
the Credit Agreement and each payment of principal and interest with respect thereto and its character as a LIBOR Rate Loan or a Base Rate Loan on Schedule I annexed hereto and made a part hereof, or on a continuation thereof which shall be
attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed; provided, however, that the failure to make any such endorsement shall not affect the
obligations of the undersigned under this Note. 
 This Note is one of the Notes referred to in the Credit Agreement dated as of the date
hereof among the Company, the Lender, the other Lenders from time to time parties thereto and Wells Fargo Bank, National Association, as Agent (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), and is entitled to the benefits thereof. Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement. 

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Company agrees to pay, in addition to principal and interest,
all costs of collection, including reasonable attorneys’ fees. 
 All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. 

  
 2 








 This Note shall be governed by, and construed and interpreted in accordance with, the law of the
State of New York. 
  

			
	 UNIVERSAL HEALTH REALTY INCOME TRUST,

a Maryland real estate investment trust



 
			
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 3 








 SCHEDULE 1 

to 
 Note 

LOANS AND PAYMENTS OF PRINCIPAL 
  

																	
	 Date
	  	Amount
Of
Loan	  	Type
of
Loan1	  	Interest
Rate	  	Interest
Period	  	Maturity
Date	  	Principal
Paid
or
Converted	  	Principal
Balance	  	Notation
Made By
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  


  

 

	1 	The type of Loan may be represented by “L” for LIBO Rate Loans or “BR” for Base Rate Loans. 


  
 4 








 Exhibit 2.6(a) 

[FORM OF] 
 NOTICE OF PREPAYMENT

 Dated as of: ________________ 
 Wells
Fargo Bank, National Association, 
 as Agent 
 1525 West W.T.
Harris Blvd. 1B1 
 Charlotte, North Carolina 28262 
 Attn:
Nicole Prebeck, Syndication Agency Services 
 Ladies and Gentlemen: 

This irrevocable Notice of Prepayment is delivered to you by Universal Health Realty Income Trust (the “Company”), in
connection with Section 2.6(a) of the Credit Agreement dated as of March 27, 2018 (as amended, restated or otherwise modified, the “Credit Agreement”) by and among the Company, the Lenders from time to time party thereto,
and Wells Fargo Bank, National Association, as administrative agent (the “Agent”). 
 1. The Company hereby provides notice
to the Agent that it shall repay the following [Base Rate Loans] [LIBOR Rate Loans] [Swingline Loans] in an amount equal to _____________. 

2. The Company shall repay the above-referenced Loans on the following Business Day: _______________. (Complete with a Business Day at least
one (1) Business Day subsequent to the date of this Notice of Prepayment with respect to any Base Rate Loan and three (3) Business Days subsequent to the date of this Notice of Prepayment with respect to any LIBOR Rate Loan). 

4. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment this ____ day of _______, ____. 

 

			
	UNIVERSAL HEALTH REALTY INCOME TRUST


 
			
		
	By:	 	 


 
			
	Name:	 	 


 
			
	Title:	 	 



  
 5 








 Exhibit 2.9(d) 

[FORM OF] 
 SWINGLINE NOTE

 March 27, 2018 
 FOR
VALUE RECEIVED, the undersigned, UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of Maryland (the “Company”) hereby unconditionally promises to pay, on the Maturity Date (as defined in
the Credit Agreement referred to below), to the order of                      (the “Lender”) at the office of Wells Fargo
Bank, National Association located at One Wells Fargo Center, 301 South College Street, 5th Floor, Charlotte, North Carolina 28288 to the Attention of Andrea Chen, Healthcare Corporate Banking, in lawful money of the United States of America
and in immediately available funds, the aggregate unpaid principal amount of all Swingline Loans made by the Lender to the undersigned pursuant to Section 2.9 of the Credit Agreement referred to below. The undersigned further agrees to pay
interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law and when required by the Credit Agreement, accrued interest owing hereunder from time to time from the date hereof until payment in full
of the principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement. 
 The holder
of this Note is authorized to endorse the date and amount of each Swingline Loan made pursuant to Section 2.9 of the Credit Agreement and each payment of principal and interest with respect thereto on Schedule 1 annexed hereto and made a
part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed (absent error); provided,
however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note. 
 This
Note is one of the Notes referred to in the Credit Agreement dated as of the date hereof among the Company, the Lender, the other Lenders from time to time parties thereto and Wells Fargo Bank, National Association, as Agent (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), and is entitled to the benefits thereof. Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement. 

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Company agrees to pay, in addition to principal and interest,
all costs of collection, including reasonable documented attorneys’ fees. 
 All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. 

  
 6 








 This Note shall be governed by, and construed and interpreted in accordance with, the law of the
State of New York. 
  

			
	 UNIVERSAL HEALTH REALTY INCOME TRUST,

a Maryland real estate investment trust



 
			
		
	By:	 	 


 
			
	Name:	 	 


 
			
	Title:	 	 



  
 7 








 SCHEDULE 1 

to 
 Swingline Note 

LOANS AND PAYMENTS OF PRINCIPAL 
  

													
	
        Date   
     
	  	        Amount        
of
Loan	  	        Type        
of
Loan	  	        Interest        
Rate	  	        Principal        
Paid	  	        Principal        
Balance	  	        Notation        
Made By
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  



  
 8 








 Exhibit 4.1(p) 

UNIVERSAL HEALTH REALTY INCOME TRUST 

[FORM OF] 
 SOLVENCY CERTIFICATE

 Reference is made to that Credit Agreement dated as of March 27, 2018 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”) among UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of Maryland (the “Company”), the Lenders from time to time parties thereto (the
“Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent. All capitalized terms used herein and not defined shall have the meanings provided in the Credit Agreement. 

1. The undersigned certifies that he has made such investigation and inquiries as to the financial condition of the Company and its
Subsidiaries as he deems necessary and prudent for the purpose of providing this Certificate. The undersigned acknowledges that the Agent and the Lenders are relying on the truth and accuracy of this Certificate in connection with the making of
Loans under the Credit Agreement. 
 2. The undersigned certifies that the financial information, projections and assumptions which underlie
and form the basis for the representations made in this Certificate were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof. 

BASED ON AND SUBJECT TO THE FOREGOING and specifically upon such investigation and inquiries and otherwise to his knowledge, the undersigned
certifies that, as of the date hereof, both before and after giving effect to the Loans: 
 A. The Company and its
Subsidiaries taken as a whole are able to pay their debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business. 

B. Neither the Company nor its Subsidiaries intend to, or believe that they will, incur debts or liabilities beyond the ability
of the Company and its Subsidiaries taken as a whole to pay as such debts and liabilities mature in their ordinary course. 

C. Neither the Company nor its Subsidiaries are engaged in any business or transaction, or are about to engage in any business
or transaction, for which the assets of the Company and its Subsidiaries taken as a whole would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company and its Subsidiaries
are engaged or are to engage. 
 D. The present fair saleable value of the consolidated assets of the Company and its
Subsidiaries taken as a whole is not less than the amount that will be required to pay the probable liability on the debts of the Company and its Subsidiaries taken as a whole as they become absolute and matured. 







 IN WITNESS WHEREOF, the undersigned has executed this Certificate this
             day of March, 2018, in his capacity as the chief financial officer of the Company. 

 

			
	UNIVERSAL HEALTH REALTY INCOME TRUST


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	Chief Financial Officer



  
 2 








 Exhibit 4.1(u) 

[FORM OF] 
 PATRIOT ACT
CERTIFICATE 
  

					
			
	TO:	  		  	Wells Fargo Bank, National Association, as Agent
			
	RE:	  		  	Credit Agreement, dated as of March 27, 2018 (as amended, restated or otherwise modified, the “Credit Agreement”; capitalized terms used herein and not defined shall have the meanings provided in the Credit
Agreement), by and among UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of Maryland (the “Company”), the Lenders party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
administrative agent for the Lenders (in such capacity, the “Agent”).
			
	DATE :	  		  	March 27, 2018

 I,
                    , hereby certify that I am the duly elected, qualified and acting
                     of the Company and am authorized to execute this certificate on behalf of the Company. Capitalized terms used herein and
not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 
 Solely in my capacity as
                     of the Company, I hereby certify on behalf of the Company that attached hereto on Exhibit A is true and complete
information, as requested by the Agent, on behalf of the Lenders, for compliance with Anti-Money Laundering Laws, including, without limitation, the legal name and address of the Company and the Guarantors and other information that will allow the
Agent or any Lender, as applicable, to identify the Company and the Guarantors in accordance with such Anti-Money Laundering Laws. 

[Signature on Following Page] 

  
 3 








 IN WITNESS WHEREOF, I have hereunto set my hand this
             day of March, 2018. 
  

			
	UNIVERSAL HEALTH REALTY INCOME TRUST


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	



  
 4 








 Exhibit A 
  


			
		
	 Legal Name of the Company:
	 	
		
	 State of Incorporation:
	 	
		
	 Address of Chief Executive Office:
	 	
		
	 Address of Principal Place of Business:
	 	

  

			
		
	 Legal Name of the Guarantors:
	 	
		
	 States of Incorporation:
	 	
		
	 Address of Chief Executive Offices:
	 	
		
	 Address of Principal Places of Business:
	 	


  
 5 








 Exhibit 5.3(d) 

UNIVERSAL HEALTH REALTY INCOME TRUST 

[FORM OF] 
 COMPLIANCE
CERTIFICATE 
 This Certificate is delivered in accordance with the provisions of Section 5.3(d) of that Credit Agreement, dated as
of March 27, 2018 (as amended, modified and supplemented, the “Credit Agreement”) among Universal Health Realty Income Trust, a real estate investment trust organized under the laws of Maryland (the “Company”),
the Lenders identified therein, and Wells Fargo Bank, National Association, as administrative agent (the “Agent”). Terms used but not otherwise defined herein shall have the same meanings provided in the Credit Agreement. 

I, the undersigned, being the [Vice President, Treasurer and Secretary] of the Company, hereby certify, in my official capacity and not in my
individual capacity, that to the best of my knowledge and belief: 
 (a) the financial statements fairly present the financial condition of
the parties covered by such financial statements in all material respects; 
 (b) during the period the Company has observed or performed
all of its covenants and other agreements in all material respects, and satisfied in all material respects every material condition, contained in the Credit Agreement to be observed, performed or satisfied by it; 

(c) the undersigned has no actual knowledge of any Default or Event of Default except as specified in the attached; and 

(d) attached hereto are detailed calculations demonstrating compliance with the financial covenants set out in Section 5.5 of the Credit
Agreement; 
 This the              day of
[            ] [            ]. 

 

			
	UNIVERSAL HEALTH REALTY INCOME TRUST


 
			
		
	By:	 	 


 
			
	Name:	 	[Cheryl K. Ramagano]


 
			
	Title:	 	[Vice President, Treasurer and Secretary]



  
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 ATTACHMENT TO COMPLIANCE CERTIFICATE 

  
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