EX-10.1


 Exhibit 10.1 

CREDIT AGREEMENT 

DATED AS OF DECEMBER 15, 2017 

CHP II OVERLAND PARK KS MOB OWNER, LLC 

and 
 SYNOVUS BANK


  
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 Table of Contents 

 

									
	 	  	Page	 
	 Article I
	  	 	1	 
	     1.
	 	 DEFINITIONS
	  	 	1	 
		 	1.1	    	 Defined Terms
	  	 	1	 
		 	1.2	    	 Accounting Terms
	  	 	19	 
		 	1.3	    	 UCC Terms
	  	 	20	 
		 	1.4	    	 Construction of Terms
	  	 	20	 
		 	1.5	    	 Computation of Time Periods
	  	 	20	 
		 	1.6	    	 Reference to Borrower Parties and Bank Parties
	  	 	20	 
		 	1.7	    	 Bank Swap Documents
	  	 	20	 
		 	1.8	    	 Bank as Agent for Other Bank Parties
	  	 	20	 
	 Article II
	  	 	20	 
	     2.
	 	 THE LOAN
	  	 	20	 
		 	2.1	    	 General Terms
	  	 	20	 
		 	2.2	    	 Disbursement Provisions
	  	 	20	 
		 	2.3	    	 General Disbursement Provisions
	  	 	21	 
		 	2.4	    	 The Note
	  	 	21	 
		 	2.5	    	 Interest Rate
	  	 	21	 
		 	2.6	    	 Payments of Principal and Interest
	  	 	21	 
		 	2.7	    	 Use of Proceeds of Loan
	  	 	22	 
	 Article III
	  	 	22	 
	     3.
	 	 PAYMENTS, ADDITIONAL COSTS, ETC.
	  	 	22	 
		 	3.1	    	 Default Rate
	  	 	22	 
		 	3.2	    	 Payments Under Bank Swap Documents
	  	 	22	 
		 	3.3	    	 Late Payments
	  	 	23	 
		 	3.4	    	 Payment to Bank
	  	 	23	 
		 	3.5	    	 Prepayment
	  	 	23	 
		 	3.6	    	 No Setoff or Deduction
	  	 	24	 
		 	3.7	    	 Payment on Non-Business Day; Payment
Computations
	  	 	24	 
		 	3.8	    	 Additional Costs
	  	 	24	 
		 	3.9	    	 Illegality and Impossibility
	  	 	25	 
		 	3.10	    	 360-Day Year
	  	 	25	 
		 	3.11	    	 Indemnification
	  	 	26	 
		 	3.12	    	 No Requirement to Actually Obtain Funds
	  	 	26	 
		 	3.13	    	 Usury Limitation
	  	 	26	 
	 Article IV
	  	 	26	 
	     4.
	 	 CONDITIONS PRECEDENT
	  	 	26	 
		 	4.1	    	 Documents Required for the Closing
	  	 	26	 
		 	4.2	    	 Certain Events
	  	 	29	 
		 	4.3	    	 Election to Make Advances Prior to Satisfaction of Conditions Precedent
	  	 	29	 
	 Article V
	 		    		  	 	29	 
	     5.
	 	 COLLATERAL SECURITY
	  	 	29	 
		 	5.1	    	 Grant of Lien
	  	 	29	 
		 	5.2	    	 Maintenance of Lien
	  	 	30	 


  
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	 Article VI
	 		    		  	30
	     6.
	 	 REPRESENTATIONS AND WARRANTIES
	  	30
		 	6.1	    	 Existence
	  	30
		 	6.2	    	 Authority
	  	30
		 	6.3	    	 Consents or Approvals
	  	31
		 	6.4	    	 Violations or Actions Pending
	  	31
		 	6.5	    	 Existing Indebtedness
	  	31
		 	6.6	    	 Tax Returns
	  	31
		 	6.7	    	 Financial Statements
	  	31
		 	6.8	    	 Title
	  	32
		 	6.9	    	 Solvency
	  	32
		 	6.10	    	 Priority of Liens
	  	32
		 	6.11	    	 Accuracy of Documents
	  	32
		 	6.12	    	 Environmental and Healthcare Laws
	  	32
		 	6.13	    	 Restrictions and Covenants Affecting the Mortgaged Property
	  	33
		 	6.14	    	 Condemnation
	  	33
		 	6.15	    	 Compliance with Laws
	  	33
		 	6.16	    	 Assigned Documents
	  	33
		 	6.17	    	 Anti-Terrorism Laws
	  	33
		 	6.18	    	 Continuing Effectiveness
	  	34
	 Article VII
	 		    		  	34
	     7.
	 	 BORROWER’S COVENANTS
	  	34
		 	7.1	    	 Affirmative Covenants
	  	34
		 	7.2	    	 Negative Covenants
	  	39
		 	7.3	    	 Insurance and Condemnation Covenants
	  	41
		 	7.4	    	 Assigned Document Covenants
	  	43
		 	7.5	    	 Escrow Deposits
	  	44
		 	7.6	    	 Filing Fees and Taxes
	  	44
		 	7.7	    	 Further Assurances
	  	45
		 	7.8	    	 Qualified ECP Keepwell
	  	45
	 Article VIII
	 		    		  	45
	     8.
	 	 DEFAULT
	  	45
		 	8.1	    	 Events of Default
	  	45
		 	8.2	    	 No Advances After Default
	  	48
		 	8.3	    	 Acceleration
	  	48
		 	8.4	    	 General Remedies
	  	48
		 	8.5	    	 Bank’s Additional Rights and Remedies
	  	48
		 	8.6	    	 Right of Set-Off
	  	49
		 	8.7	    	 No Limitation on Rights and Remedies
	  	50
		 	8.8	    	 Application of Proceeds
	  	50
	 Article IX
	 		    		  	50
	     9.
	 	 MISCELLANEOUS
	  	50
		 	9.1	    	 Termination of Bank’s Lien
	  	50
		 	9.2	    	 Construction
	  	51
		 	9.3	    	 Indemnity
	  	51
		 	9.4	    	 Bank’s Consent or Approval
	  	51
		 	9.5	    	 Enforcement and Waiver by Bank
	  	52
		 	9.6	    	 Expenses of Bank
	  	52


  
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		 	9.7	    	Attorneys’ Fees	  	 	52	 
		 	9.8	    	Exclusiveness	  	 	53	 
		 	9.9	    	Notices	  	 	53	 
		 	9.10	    	Waiver and Release by Borrower	  	 	54	 
		 	9.11	    	Limitation on Waiver of Notice, Etc	  	 	54	 
		 	9.12	    	Participation	  	 	54	 
		 	9.13	    	Governing Law	  	 	55	 
		 	9.14	    	SUBMISSION TO JURISDICTION; WAIVERS	  	 	55	 
		 	9.15	    	Binding Effect, Assignment	  	 	56	 
		 	9.16	    	Entire Agreement, Amendments	  	 	56	 
		 	9.17	    	Severability	  	 	56	 
		 	9.18	    	Headings	  	 	56	 
		 	9.19	    	Counterparts	  	 	56	 
		 	9.20	    	Seal	  	 	56	 


  
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 CREDIT AGREEMENT 

THIS CREDIT AGREEMENT is dated as of December 15, 2017, between CHP II OVERLAND PARK KS MOB OWNER, LLC, a Delaware limited
liability company (the “Borrower”), and SYNOVUS BANK, a Georgia banking corporation (the “Bank”). Capitalized terms used herein shall have the meanings ascribed thereto in Section 1.1 of this Agreement. 

WHEREAS, Bank has been requested to extend to Borrower the Loan in the maximum principal amount of $8,400,000.00 for the purposes
hereinafter described, and Bank has agreed to extend the Loan on the terms and conditions herein contained. 
 NOW, THEREFORE, in
consideration of the promises herein contained, and each intending to be legally bound hereby, the parties hereto agree as follows: 

ARTICLE I 
  

	1.	DEFINITIONS. 

 1.1    Defined Terms. Capitalized terms used herein
shall have the meanings ascribed thereto in the recitals set forth above and as follows (such meanings to be equally applicable to the singular and plural forms thereof): 

“Acquisition Date” means December 15, 2017. 

“Advance” means each loan of money or credit made or extended to or for the benefit of Borrower by Bank pursuant to this
Agreement. 
 “Affiliate” means, as to any Person, each other Person that directly or indirectly through one or more
intermediaries, controls, or is controlled by, or under common control with, such Person. 
 “Agreement” means this Credit
Agreement, together with all modifications and amendments hereafter made. 
 “ALTA” means the American Land Title
Association. 
 “Annualized” means, with reference to the computation of an applicable component of Debt Service Coverage,
the number derived from the relevant computation, multiplied by two (2) (the “multiplication factor”); provided, however, that (i) with respect the Quarter-End of December 31, the
multiplication factor shall be 6; and (ii) with respect to the Quarter-End of March 31, 2018, the multiplication factor shall be 2.4. 

“Annualized Rolling Period” means a period of time ending on an applicable
Quarter-End and beginning the first day of the Quarter immediately preceding such Quarter (viz. a total of two (2) Quarters); provided, however, that the beginning date for the Quarter-Ends of
December 31, 2017 and March 31, 2018 shall be the Acquisition Date. 

  
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 “Anti-Terrorism Laws” means any laws relating to terrorism or money laundering,
including Executive Order No. 13224 and the USA Patriot Act. 
 “Assigned Documents” means (i) the Assigned
Leases and all guaranties or other similar arrangements providing for the payment or performance of any obligation under any Assigned Lease, (ii) any and all agreements entered into by or for the benefit of Borrower with any developer, property
manager, broker, or other Person with respect to the development, management, leasing, operation, or use of the Project, (iii) any and all Governmental Approvals with respect to the Project, (iv) any and all operating, service, supply, and
maintenance contracts with respect to the Project, and (v) any and all rights of Borrower under any of the foregoing, including, without limitation, any rights to receive any payments or other monies under any of the foregoing. 

“Assigned Leases” means all leases presently existing or hereafter made, whether written or verbal, or any letting of, or
agreement for the use or occupancy of, any part of the Mortgaged Property, and each modification, extension, renewal and guarantee thereof. 

“Assignment Documents” means the documentation executed and delivered in connection with Borrower’s purchase of the
Project, including, but not limited to, (i) that certain Bill of Sale dated as of the Acquisition Date between Seller and Borrower; (ii) that certain Assignment and Assumption of Ground Lease dated as of the Acquisition Date between Seller
and Borrower, and (iii) that certain Assignment and Assumption of Leases and Deposits dated as of the Acquisition Date between Seller and Borrower. 

“Assignment of Management Agreement” means that certain Assignment and Subordination of Management Agreement of even date
herewith, among Borrower, Manager and Bank, together with all modifications and amendments at any time made thereto. 

“Attorneys’ Fees” means attorneys’ fees actually incurred at ordinary and customary rates. 

“Bank” means Synovus Bank, a Georgia banking corporation. 

“Bank Parties” means Bank and any Affiliate of Bank that is now or hereafter becomes a party to this Agreement, any other
Loan Document or any Bank Swap Document. 
 “Bank Swap Documents” means any and all Swap Documents, if any, entered into
between Borrower and any Bank Party and relating to any Loan. 
 “Bank Swap Obligations” means the obligations (including
obligations of performance) and liabilities of any Borrower Party to any Bank Party of every kind and description whatsoever, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, contracted or
arising, or acquired by Bank Party from any source, joint or several, liquidated or unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced, and whether incurred as counterparty, maker, endorser, surety,
guarantor, general partner, drawer, tort-feasor, indemnitor, account party with respect to a letter of credit or otherwise, and arising out of, incurred pursuant to and/or in connection with any Bank Swap Document, and any and all extensions and
renewals of any of the same. 

  
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 “Bankruptcy Law” means Title 11, U.S. Code, or any similar Laws of any
Jurisdiction for the relief of debtors, and “Bankruptcy” means the commencement of any case or other action for relief under Bankruptcy Law. 

“Bank’s Lien” means the Lien granted to Bank by Borrower pursuant to this Agreement and the other Security Documents.

 “Borrower Parties” means Borrower, Guarantors and any other Person that hereafter becomes a party to this Agreement, any
other Loan Document or any Bank Swap Document, and which Person is responsible in whole or in part for any of the Obligations; and for the avoidance of any doubt, Borrower Parties shall specifically exclude any ground lessor, any tenant and any
manager of the Project. 
 “Borrower” means CHP II Overland Park KS MOB Owner, LLC, a Delaware limited liability company.

 “Borrower’s Interest” means all the right, title and interest of Borrower of whatever kind, nature and description,
whether now existing or hereafter arising. 
 “Borrower’s Representatives” means the president, a senior vice
president or treasurer of Borrower, and any other person otherwise designated in writing by Borrower as Borrower’s Representatives. 

“Business Day” means any day of the year, other than Saturday or Sunday, on which dealings in United States Dollars are
carried on in the London interbank market and banks open for business in New York, New York and in Birmingham, Alabama are not required or authorized to close. 

“Carveout Guarantor” means CNL Healthcare Properties II, Inc., a Maryland corporation. 

“Carveout Guaranty” means that certain Carveout Guaranty of even date herewith, executed and delivered by Carveout Guarantor
in favor of Bank, as amended from time to time. 
 “Change in Control” means a change in the Equity Interests and/or the
Voting Power of Borrower so that, after the change, Carveout Guarantor owns (directly or indirectly) less than 51% of the outstanding Equity Interests and Voting Power of Borrower. 

“Closing” means the time and place of actual execution and delivery of this Agreement, the Note, and except as waived by
Bank, the other documents, instruments, and things required by Section 4.1 hereof. 

  
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 “Closing Certificates” means those certain Closing Certificates of even date
herewith, executed and delivered by Borrower Parties in favor of Bank. 
 “Collateral” means all of the assets of Borrower
of every kind, nature and description, wherever located, whether now owned or hereafter acquired, including, but not limited to, the following: 

(A)    The Mortgaged Property; 

(B)    The Assigned Leases and the other Assigned Documents; 

(C)    The Rents; 

(D)    All amounts that may be owing from time to time by Bank to Borrower in any capacity, including, without limitation,
any balance or share belonging to Borrower, of any Deposit Accounts or other account with Bank; 
 (E)    All of
Borrower’s assets which are or may be subject to Article 9 of the Uniform Commercial Code, together with all replacements therefor, additions and accessions thereto, and proceeds (including, but without limitation, insurance proceeds) and
products thereof, including, without limitation, the following: 
 (1)    Accounts; 

(2)    Chattel Paper; 

(3)    Commercial Tort Claims; 

(4)    Deposit Accounts; 

(5)    Documents; 

(6)    Equipment; 

(7)    General Intangibles; 

(8)    Instruments; 

(9)    Intellectual Property Rights; 

(10)    Inventory; 

(11)    Investment Property; 

(12)    Letter-of-Credit
Rights; 
 (13)    Payment Intangibles; 

(14)    Supporting Obligations; 

  
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 (15)    Rights as seller of Goods and rights to returned or
repossessed Goods; 
 (16)    All existing and future leases and use agreements of personal property
entered into by Borrower as lessor with other Persons as lessees, including without limitation the right to receive and collect all rentals and other monies, including security deposits, at any time payable under such leases and agreements; 

(17)    Any existing and future leases and use agreements of personal property entered into by Borrower as
lessee with other Persons as lessors, including without limitation the leasehold interest of Borrower in such property, and all options to purchase such property or to extend any such lease or agreement; 

(18)    All Fixtures of Borrower (including, but not limited to, all fixtures now or hereafter located on
the Mortgaged Property); 
 (19)    All moneys of Borrower and all bank accounts, deposit accounts, lock
boxes and other accounts in which such moneys may at any time be on deposit or held and all investments or securities in which such moneys may at any time be invested and all certificates, instruments and documents from time to time representing or
evidencing any of the same; 
 (20)    All claims of Borrower in any pending litigation and/or claims for
any insurance proceeds; 
 (21)    All Records pertaining to any of the Collateral; 

(F)    Any and all other assets of Borrower of any kind, nature, or description and which are intended to serve as
collateral for the Loan under any one or more of the Security Documents; and 
 (G)    All interest, dividends,
Proceeds, products, rents, royalties, issues and profits of any of the property described above, including, without limitation, all monies due and to become due with respect to such property, together with all rights to receive the same, and all
notes, certificates of deposit, checks and other instruments and property from time to time delivered to or otherwise possessed by Bank for or on behalf of Borrower in substitution for or in addition to any of said property. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute. 
 “Curable Default” means any Default which, in Bank’s reasonable discretion, is capable of being
cured within the cure period provided in Section 8.1(B) with respect to such Default. 

  
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 “Debt Service” means an assumed debt service (principal and interest) during the
one year period of time next following the applicable Quarter-End, based on the principal indebtedness owing on the Note on the applicable Quarter-End and an assumed
360 month amortization schedule at an imputed interest rate equal to the Imputed Interest Rate. 
 “Debt Service Coverage
Requirement” means the requirement that on each Quarter-End during the term of this Agreement, the ratio of Net Operating Income to Debt Service shall be not less than 1.15 to 1.0. 

“Default” means the occurrence of an event described in Section 8.1 hereof regardless of whether there shall have
occurred any passage of time or giving of notice that would be necessary in order to constitute such event as an Event of Default. 

“Default Costs” means all Indemnified Losses incurred by Bank by reason of a Default. 

“Default Rate” means a variable per annum rate of interest equal to the lesser of (1) four percent (4%) in excess of the
Interest Rate otherwise payable hereunder, or (2) the maximum rate allowed by applicable Laws. 
 “Disability Laws”
means all Laws of any Jurisdiction relating to access and facilities for disabled individuals, including without limitation the Americans With Disabilities Act of 1990 (“ADA”), as amended (42 U.S.C. Sections 12101, et seq.),
and the rules and regulations adopted and publications promulgated pursuant thereto. 
 “Environmental Laws” means all Laws
of any Jurisdiction relating to the governance or protection of the environment, including without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), as amended (42 U.S.C. Sections 9601,
et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), the Resource Conservation and Recovery Act (“RCRA”), as amended (42 U.S.C. Sections 6901, et
seq.), the Clean Water Act, as amended (42 U.S.C. Sections 7401, et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Sections 2601, et seq.), and the rules and regulations adopted and publications
promulgated pursuant thereto, and the rules and regulations of the Occupational Safety and Health Administration (OSHA) pertaining to occupational Laws. 

“Environmental Indemnification Release Date” means the date of the first to occur of the following dates: (a) the date
on which Bank, or any of its successors or assigns, takes actual possession of the Mortgaged Property following the foreclosure of the Mortgage, (b) the date on which Bank takes actual possession of the Mortgaged Property following the
acceptance by Bank (or its successors or assigns) of a deed to the Mortgaged Property in lieu of foreclosure of the Mortgage, (c) the date on which all of the Obligations are paid and satisfied in full and the Mortgage is terminated as provided
therein, or (d) the date on which Borrower transfers its interest in the Mortgaged Property to another Person pursuant to a transfer permitted hereunder, provided that concurrently with such transfer Bank receives from such Person an agreement
to indemnify Bank substantially identical to the terms provided in this Agreement. 

  
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 “Equity Interests” means any and all ownership or other equitable interests in
an applicable Person, including any interest represented by any capital stock, membership interests, partnership interests, or similar interests, but specifically excluding any interests of any Person solely as a creditor of Borrower. 

“Equity Owner” means any Person owning an Equity Interest. 

“Event of Default” means the occurrence of an event described in Section 8.1 hereof provided that there shall have
occurred any passage of time or giving of notice that would be necessary in order to constitute such event as an Event of Default under Section 8.1. 

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a
portion of the Guaranty of such Guarantor of such Swap Obligation (or any guaranty of such Swap Obligation), or the grant by such Guarantor of a Lien to secure such Swap Obligation (or any guaranty of such Swap Obligation), is or becomes illegal
under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an
“eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Guarantor or the grant of such Lien becomes effective with respect to such Swap Obligation. If a Swap
Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or Lien is or becomes illegal. 

“Existing Indebtedness” means Indebtedness of Borrower as reflected on the Financial Statements. 

“Extended Maturity Date” means the date twenty-four (24) months from the Initial Maturity Date (viz., December 15,
2022). 
 “Extension Requirements” means the requirements that as of the Initial Maturity Date (i) Borrower shall have
given Bank at least 30 days (but not more than 90 days) written notice of Borrower’s intention to extend the maturity of the Loan until the Extended Maturity Date; (ii) the Pro-Forma Debt Service
Coverage Requirement shall have been met; (iii) Borrower shall have paid to Bank a fee in an amount equal to one-tenth of one percent (0.10%) of the outstanding principal balance of the Loan at the
applicable time; (iv) Bank shall have received and approved the most recent financial statements of Borrower and Mid-America Surgery Institute, LLC; and (v) there shall not be existing any Default
(including a Default on account of the failure to have met and maintained the Debt Service Requirement, and for these purposes, the thirty (30) day grace period afforded under Section 8.1(D) shall not be applicable; provided however that
Borrower may prepay a portion of the Loan on or before the Initial Maturity Date in order to cause the Debt Service Coverage Requirement to be met). 

  
 7 







 “Financial Reporting Agreements” means any financial reporting (or similar)
agreement from any Person, providing for, among other things, such Person’s agreement to deliver to Bank financial statements and similar reports, together with all modifications and amendments hereafter made in connection with the Loan. 

“Financial Statements” means the most recent balance sheet and income statement of Borrower delivered to Bank. 

“Financing Statements” means the UCC-1 financing statements (including any amendments
and continuations) required under this Agreement. 
 “Fiscal Year” means a twelve-month period of time commencing on the
first day of January. 
 “Generally Accepted Accounting Principles” means generally accepted principles of accounting in
effect from time to time in the United States applied in a manner consistent with those used in preparing such financial statements as have theretofore been furnished to Bank by the applicable Person. 

“Governing Body” means the board of directors of a Person (or any Person or group of Persons exercising similar authority).

 “Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and
filings with, and reports to, any Governmental Authority. 
 “Governmental Authority” means any nation or government and
any political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory, or administrative functions pertaining thereto, which has or asserts jurisdiction over Bank, any Borrower Party, or any property of any of
them. 
 “Ground Lease” means that certain Ground Lease dated as of February 28, 2005 between Ground Lessor, as
landlord, and Seller, as tenant; as amended by that certain First Amendment of Ground Lease dated as of February 28, 2005, as further amended by that certain Second Amendment of Ground Lease dated as of October 21, 2005, as further amended
by that certain Third Amendment of Ground Lease dated as of May 17, 2007; as further amended and memorialized by that certain Memorandum of Lease dated as of February 28, 2005, recorded on March 2, 2005 in Book 20050302 at Page 000938
in the Register’s Office of Johnson County, Kansas, as amended by that certain Amendment to Memorandum of Lease dated as of January 9, 2007, recorded on February 26, 2007 in Book 20070226 at Page 0007473, as further amended by that
certain Third Amendment of Ground Lease dated as of May 17, 2007, recorded on June 25, 2007 in Book 20070625 at Page 008529 in the Register’s Office of Johnson County, Kansas; as assigned pursuant to that certain Assignment and
Assumption of Ground Lease dated as of the Acquisition Date between Seller and Borrower; and as otherwise amended from time to time. 

  
 8 







 “Ground Lessor” means Central Tennessee Hospital Corporation, a Tennessee
corporation. 
 “Ground Lessor’s Consent” means that certain Ground Lease Consent and Estoppel of even date herewith
among Ground Lessor, Borrower and Bank, as amended from time to time. 
 “Guarantor” means Carveout Guarantor and any other
Person who executes and delivers a Guaranty. 
 “Guaranty” means the Carveout Guaranty and any other guaranty at any time
delivered to Bank in connection with the Loan. 
 “Hazardous Materials” and “Hazardous Substances” means
“hazardous materials” and “hazardous substances” as defined under any applicable Environmental Law. 

“Healthcare Laws” means all Laws of any Jurisdiction relating to the governance or provision of healthcare services or the
operation of healthcare facilities, and any rules and regulations adopted and publications promulgated pursuant thereto, including, without limitation, any Laws, rules and regulations relating to obtaining or the maintenance of certificates of need,
licenses, permits, authorizations, certificates, and the unauthorized practice of medicine. 
 “Improvements” means the
“Improvements” as defined in the Mortgage. 
 “Imputed Interest Rate” means, at an applicable time, an interest
rate equal to the greater of (i) 6.5%, or (ii) the actual interest rate on the Loan at the applicable time. 

“Indebtedness” means, as to any Person, all items of indebtedness, obligation or liability, whether matured or unmatured,
liquidated or unliquidated, direct or contingent, joint or several, including, but without limitation or duplication: 

(A)    All obligations of such Person for borrowed money; 

(B)    All indebtedness guaranteed, directly or indirectly, in any manner, or endorsed (other than for collection or
deposit in the ordinary course of business) or discounted with recourse; 
 (C)    All indebtedness in effect
guaranteed, directly or indirectly, through agreements, contingent or otherwise: 
 (1)    To purchase
such indebtedness; or 
 (2)    To purchase, sell or lease (as lessee or lessor) property, products,
materials or supplies or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such indebtedness or to assure the owner of the indebtedness against loss; or 

  
 9 







 (3)    To supply funds to or in any other manner invest in
the debtor; 
 (D)    All indebtedness secured by (or which the holder of such indebtedness has a right, contingent or
otherwise, to be secured by) any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance upon property owned or acquired subject thereto, whether or not the liabilities secured thereby have been assumed; and 

(E)    All indebtedness incurred as the lessee of goods or services under leases that, in accordance with Generally
Accepted Accounting Principles, should be reflected on the lessee’s balance sheet. 
 “Indemnified Losses” means all
damages, dues, penalties, fines, costs (including costs of collection and court fees), amounts paid in settlement, taxes, losses, expenses, and fees (including Attorneys’ Fees and expenses). 

“Initial Advance” means an initial Advance in the amount made at Closing to pay a portion of the purchase price of the
Project, and to pay closing costs in connection with the Loan (the exact amount to be agreed between Bank and Borrower, and estimated to be in the approximate amount of $5,600,000.00). 

“Initial Maturity Date” means the date thirty-six (36) months from the date of
this Agreement (viz., December 15, 2020). 
 “Interest Rate” means the actual interest rate at which the outstanding
principal balance of the Note bears interest from time to time during the term of the Note. 
 “Interest Rate Conversion
Date” means the Payment Due Date coinciding with the expiration of any applicable One Month LIBOR Rate Interest Period. 

“Jurisdiction” means each and every nation or any political subdivision thereof. 

“Land” means the “Land” as defined in the Mortgage. 

“Laws” means each and all laws, treaties, ordinances, statutes, rules, regulations, orders, injunctions, writs or decrees of
any Governmental Authority, or any court or similar entity established by any thereof, and any requirement of Licenses and Permits, whether now in effect or hereafter enacted, including, without limitation, Disability Laws, Environmental Laws and
Healthcare Laws. 
 “LIBOR Business Day” means a day on which the office of Bank at which payments under this Agreement
and/or the Note are to be made is open for business and on which dealings in U.S. dollar deposits are carried out in the London interbank market. 

“Licenses and Permits” means all building permits, certificates of occupancy, and other permits, licenses, approvals, and
authorizations of any Governmental Authority necessary for Borrower to lease, own, use, occupy, operate, or maintain the Mortgaged Property or any part thereof. 

  
 10 







 “Lien” means any mortgage, pledge, encumbrance, charge, security interest,
assignment or other preferential arrangement of any nature whatsoever, including any conditional sale agreement or other title retention agreement. 

“Loan Documents” means this Agreement, the Note, the Security Documents, the Carveout Guaranty and any other Guaranties, the
Financial Reporting Agreements, the Closing Certificates, and any and all other documents or instruments of any kind heretofore, contemporaneously herewith or hereafter executed or delivered in connection with, or evidencing, securing, guaranteeing
or relating to, the Loan, whether heretofore, simultaneously herewith, or hereafter delivered, together with any and all extensions, revisions, modifications or amendments at any time made to any of the foregoing (but specifically excluding any Bank
Swap Documents). 
 “Loan Fee” means a fee in the amount of 0.4% of the Loan Amount (viz., $33,600.00), payable to Bank at
the Closing. 
 “Loan” means the credit facility being extended to Borrower pursuant to Article II of this Agreement. 

“Loan Amount” means up to Eight Million Four Hundred Thousand and 00/100 Dollars ($8,400,000.00). 

“London Interbank Offered Rate” means, with respect to any One Month LIBOR Rate Interest Period, the rate for deposits in
U.S. dollars on or up to two LIBOR Business Days preceding the first day of such One Month LIBOR Rate Interest Period as appearing on Reuters Page LIBOR01(or such other page or service as may replace that page or that service or such other
comparable financial information reporting service used by Bank, in its reasonable discretion in consultation with Borrower) and for a period comparable to the term of such One Month LIBOR Rate Interest Period to be the London Interbank Offered
Rate; provided, however, that (i) if at any time Bank determines that the London Interbank Offered Rate is no longer readily available or regularly updated, then, at Bank’s option, all references in any Loan Document to the London
Interbank Offered Rate shall be replaced by a comparable equivalent or replacement benchmark rate or index as determined by Bank in Bank’s discretion in consultation with Borrower, and the One Month Adjusted LIBOR Rate shall be replaced with a
floating rate, changing monthly as of each Payment Due Date, equal to such replacement benchmark rate or index plus a spread or margin in an amount that, when added to the replacement benchmark rate or index, would result in the new floating rate
being substantially equivalent, in the opinion of Bank, to the One Month Adjusted LIBOR Rate, and (ii) in no event shall the London Interbank Offered Rate or the replacement benchmark rate or index for purposes of this Agreement be less than
zero percent (0%). 
 “Manager” means Holladay Property Services Midwest, Inc., an Indiana corporation. 

  
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 “Margin” means two and two-tenths
percent (2.2%). 
 “Material Adverse Change” means the occurrence of an event giving rise to a Material Adverse Effect.

 “Material Adverse Effect” means a material adverse effect on (a) the business, condition (financial or otherwise),
operations, performance, properties or prospects of any Borrower Party; (b) the material rights and remedies of Bank under any Loan Document; (c) the ability of any Borrower Party to perform its Obligations under any Loan Document to which
it is or is to be a party; or (d) the priority of Bank’s Lien, each as determined using commercially reasonable standards. 

“Maturity Date” means, as applicable, the Initial Maturity Date or the Extended Maturity Date. 

“Mortgage” means that certain Leasehold Mortgage / Mortgage and Security Agreement of even date herewith, executed and
delivered by Borrower in favor of Bank, together with all modifications and amendments at any time made thereto. 
 “Mortgaged
Property” means the “Mortgaged Property” as defined in the Mortgage. 
 “Net Operating Income” means, as
of an applicable Quarter-End as determined by Bank: 
 (i) Annualized gross revenues received by
Borrower (including tenant reimbursements for operating expenses and additional rent) during the applicable Annualized Rolling Period arising from (x) leases of the Project and amounts withdrawn or available for withdrawal from the Rent
Abatement Reserve Account by Borrower during such Annualized Rolling Period (but only to the extent, if withdrawn, such withdrawal is not in violation of the covenant set forth in Section 7.1(W)), and less 

(ii) Annualized ordinary and customary expenses incurred in the ordinary course of owning, leasing and operating the Project during the
applicable Annualized Rolling Period, and less 
 (iii) Annualized expense allocations for taxes (based upon taxes actually assessed for the
current calendar year, or if such assessment for the current calendar year has not been made, then, until such assessment has been made, ad valorem taxes shall be estimated based on the last such assessment for the Project) and insurance (based upon
the last billed insurance premium for the Project (and as allocated to the Project under a master bill for properties that include the Project, if applicable); and less 

(iv) a reserve for replacements of $0.10 per rentable square foot; 

  
 12 







 provided however, (x) expenses shall not include
non-cash items such as depreciation and any amounts payable by Borrower for which Borrower is due to be, but has not yet been, reimbursed by any tenant under a lease or otherwise, costs for leasehold
improvements and other expenses that are capitalized in accordance with Generally Accepted Accounting Principles, and (y) to the extent that any such gross revenues or expenses are of a nature that are extraordinary or are incurred in a
particular Annualized Rolling Period but are of a type which are attributable to a longer period (e.g. an annual expense incurred during the applicable Annualized Rolling Period), the amount thereof shall be equitably adjusted to take into account
the same. 
 “Note” means that certain Promissory Note of even date herewith in the principal amount of Eight Million Four
Hundred Thousand and No/100 Dollars ($8,400,000.00), executed and delivered by Borrower in favor of Bank, and includes any amendment to or modification of such note and any promissory note given in extension of or renewal of, or in substitution for,
such note. 
 “Obligations” means the obligations (including obligations of performance) and liabilities of any Borrower
Party to Bank of every kind and description whatsoever, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, contracted or arising, or acquired by Bank from any source, joint or several, liquidated or
unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced, and whether incurred as maker, endorser, surety, guarantor, general partner, drawer, tort-feasor, indemnitor, account party with respect to a letter
of credit or otherwise, and incurred pursuant to and/or in connection with this Agreement and any of the other Loan Documents, and any and all extensions and renewals of any of the same, including but not limited to the obligation: 

(A)    To pay the principal of and interest on the Note in accordance with the respective terms thereof and/or hereof,
including any and all extensions, modifications, and renewals thereof and substitutions therefor; 
 (B)    To repay to
Bank all amounts advanced by Bank hereunder, under any of the Loan Documents or otherwise on behalf of Borrower, including, but without limitation, future advances and advances for principal or interest payments to prior secured parties, mortgagees,
or lienors, or for taxes, levies, insurance, rent, or repairs to or maintenance or storage of, any of the Collateral; 

(C)    To pay, repay or reimburse to Bank Party the Bank Swap Obligations; and 

(D)    To reimburse Bank, on demand, for all of Bank’s expenses and costs, including Attorneys’ Fees and
expenses, in connection with the preparation, administration, amendment, modification, or enforcement of this Agreement and the other Loan Documents, including, without limitation, any proceeding brought or threatened to enforce payment of any of
the obligations referred to in the foregoing paragraphs (A), (B) and (C). 
 Anything in the foregoing or in any Loan Document to the
contrary notwithstanding, Excluded Swap Obligations of any Borrower Party shall not constitute Obligations. 

  
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 “One Month Adjusted LIBOR Rate” means, for each respective One Month LIBOR Rate
Interest Period, an interest rate equal to the sum of (i) the applicable One Month LIBOR Rate, plus (ii) the Margin. 

“One Month LIBOR Rate” means, as applicable to each respective One Month LIBOR Rate Interest Period, a per annum rate of
interest equal to the quotient obtained (stated as an annual percentage rate rounded upward to the next higher 1/100th of 1%) by dividing (A) the London Interbank Offered Rate, by (B) 1.00
minus any Reserve Requirement for the One Month LIBOR Rate Interest Period (expressed as a decimal). 
 “One Month LIBOR Rate
Interest Period” means (i) in the case of a One Month LIBOR Rate Interest Period commencing on the date of Closing, a period from such date to the first (1st) Payment Due Date
thereafter, and (ii) with respect to any other One Month LIBOR Rate Interest Period, a period from the applicable Interest Rate Conversion Date to the first (1st) Payment Due Date thereafter.

 “Ordinary Course of Business” means an action taken by a Person only if: 

(A)    Such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person; 

(B)    Such action is not required to be authorized by the Governing Body of such Person; and 

(C)    Such action is similar in nature and magnitude to actions customarily taken, without any authorization by any
Governing Body, in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person. 

“Organizational Documents” means (i) the articles of incorporation and the bylaws of a corporation, (ii) the
partnership agreement and any statement of partnership of a general partnership, (iii) the limited partnership agreement and the certificate of limited partnership of a limited partnership, (iv) the certificate of formation and the limited
liability company agreement of a limited liability company, (v) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person, and (vi) any amendment to any of the foregoing. 

“Participant” means any bank, financial institution, Affiliate of Bank, or other entity which enters into a participation
agreement with Bank and/or to whom Bank assigns all or a portion of its rights and obligations under this Agreement. 
 “Payment Due
Date” means the fifteenth (15th) day of each calendar month during the term of this Agreement. 

“Permitted Leases and Other Transfers of Collateral” means the Qualified Leases and other transfers of Collateral approved by
Bank in its discretion. 

  
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 “Permitted Liens” means: 

(A)    Bank’s Lien; 

(B)    Liens as set forth in the Title Insurance Policy; 

(C)    The following Liens, if the granting of such Lien or the attachment of such Lien to the Collateral (i) does
not otherwise constitute a Default under the terms of this Agreement, and (ii) does not give rise to a Material Adverse Change: 

(1)    If the validity or amount thereof is being contested in good faith by appropriate and lawful
proceedings, so long as levy and execution thereon have been stayed and continue to be stayed, (a) Liens for taxes, assessments or charges due and payable and subject to interest or penalty, (b) Liens upon, and defects of title to, real or
personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits; (c) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens; and
(d) adverse judgments on appeal; 
 (2)    Liens for ad valorem taxes not delinquent; 

(3)    Pledges or deposits made in the Ordinary Course of Business to secure payment of workmen’s
compensation, or to participate in any fund in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security programs; 

(4)    Good faith pledges or deposits made in the Ordinary Course of Business to secure performance of
bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other
similar bonds required in the Ordinary Course of Business; and 
 (5)    Purchase money security
interests granted in the Ordinary Course of Business to secure not more than one hundred percent (100%) of the purchase price of assets; and 

(D)    Easements arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on the use of real property which do not materially detract from the value of such real
property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property. 

“Person” means any individual, corporation, limited liability company, partnership, association, joint-stock company, trust,
unincorporated organization, joint venture, court or Governmental Authority. 
 “Petroleum Products” means “petroleum
products” as defined under any applicable Environmental Law. 

  
 15 







 “Place for Payment” means a place for payment as from time to time designated by
Bank, which place for payment currently is at the address of Bank as hereinafter provided for with respect to notices. 

“Project” means an approximately 38,496 square foot medical office building and related site improvements, to be owned by
Borrower pursuant to the Ground Lease, and constituting part of the Mortgaged Property. 

“Pro-Forma Debt Service Coverage Requirement” means the requirement that 

(A)    with respect to the Advances to be made pursuant to Section 2.2(B) of this Agreement, on the date of such
Advance and until the Initial Maturity Date, and based on the compliance certificate most recently delivered as provided in this Agreement (as the same may need to be equitably adjusted to take into account facts and circumstances occurring after
the applicable Quarter-End of such compliance certificate until the applicable date (e.g. the termination of or entering into a lease after the date of such compliance certificate)), the ratio of Net Operating
Income to Debt Service shall be not less than 1.15 to 1.0; and 
 (B)    with respect to the Extension Requirements, on
the Initial Maturity Date and until the Extended Maturity Date, and based on the compliance certificate most recently delivered as provided in this Agreement (as the same may need to be equitably adjusted to take into account facts and circumstances
occurring after the applicable Quarter-End of such compliance certificate until the applicable date (e.g. the termination of or entering into a lease after the date of such compliance certificate)), the ratio
of Net Operating Income to Debt Service shall be not less than 1.15 to 1.0. 
 “Qualified ECP Guarantor” means, in respect
of any Swap Obligation, each Borrower Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant Lien becomes effective with respect to such Swap Obligation, or such other Person as constitutes an
“eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder, or such other Person that can cause another Person to qualify as an “eligible contract participant” at such time by
entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Qualified Lease” means 

(A)    any lease of the Project in effect as of the date of this Agreement, and renewals of any such lease on
substantially similar terms; 
 (B)    any other tenant lease of space in the Project with a third party who is not an
Affiliate of Borrower and which lease (i) has been fully executed by landlord; (ii) provides a rental rate of not less than 90% of the “market rate” for leases of similar space in comparable projects in the market;
(iii) does not have a free or reduced rent period in excess of free or reduced rent periods for comparable projects in the market; (iv) has a lease term of not more than five (5) years (unless otherwise approved by Bank); (vi) if any
tenant is other than an individual physician , is guaranteed by one or more financially responsible lease guarantors (provided that such lease guaranties shall not be required so long as Borrower uses good faith and commercially reasonable efforts
to secure such lease guaranties); and (vii) if the tenant lease is for more than 25% of the Project, requires the applicable tenant and any lease guarantors to deliver financial statements not less frequently than annually; and 

  
 16 







 (C)    Any other tenant lease of space in the Project approved by Bank in its
discretion (such approval not to be unreasonably withheld or delayed). 
 “Quarter” means a period of time of three
(3) consecutive calendar months. 
 “Quarter-End” means the last day of each
of the months of March, June, September, and December. 
 “Records” means correspondence, memoranda, tapes, discs,
microfilm, microfiche, papers, books and other documents, or transcribed information of any type, whether expressed in ordinary or machine language, and all filing cabinets and other containers in which any of the foregoing is stored or maintained.

 “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System from time to time in effect
and shall include any successor or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System. 

“Regulation “T”, Regulation “U”, or Regulation “X”” means Regulation T, Regulation U, or
Regulation X of the Board of Governors of the Federal Reserve System as now or from time to time hereafter in effect and shall include any successor or other regulation or official interpretation of said Board of Governors relating to the extension
of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System. 

“Rent Abatement Period” means the period from the date of this Agreement until the commencement of regular payments of Rent
with respect to Suites 200 and 220 of the Project (expected to be in the calendar months of December 2017 (the “Suite 200 Rent Abatement Period”) and April, 2018 (the “Suite 220 Rent Abatement Period”), respectively). 

“Rent Abatement Reserve Account” means account number 1009213172075 at Bank in the name of Borrower. 

“Rent Abatement Funds” means the amount of $32,131.35, received by Borrower as a credit from Seller in connection with
Borrower’s purchase of the Project, due to rent abatements with respect to Suites 200 and 220 of the Project. 

“Rents” means all the rents, issues, and profits now due and which may hereafter become due under or by virtue of the
Assigned Leases, together with all claims and rights to the payment of money at any time arising in connection with any rejection or breach of any of the Assigned Leases under Bankruptcy Law, including without limitation, all rights to recover
damages arising out of such breach or rejection, all rights to charges payable by a tenant or trustee in respect of the leased premises following the entry of an order for relief under Bankruptcy Law in respect of a tenant and all rentals and
charges outstanding under the Assigned Leases as of the date of entry of such order for relief. 

  
 17 







 “Required Endorsements” means, to the extent available in the State of Kansas, a
comprehensive endorsement, an ALTA Form 3.0 zoning endorsement, a survey endorsement specifically insuring Bank that the survey required herein is accurate and accurately depicts the same real estate covered by the Title Insurance Policy, an
access endorsement, a usury endorsement, endorsements for future advances under the Mortgage, endorsements for mechanics’ and materialmen’s liens, and any other endorsements of the Title Insurance Policy required by Bank. 

“Reserve Requirement” with respect to a One Month LIBOR Rate Interest Period, means the weighted average during the One Month
LIBOR Rate Interest Period of the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements during
the One Month LIBOR Rate Interest Period) which is imposed under Regulation D. 
 “Security Documents” means all documents
or instruments of any kind executed or delivered in connection with the Loan, whether delivered prior to, at, or after the Closing, wherein Bank is granted a Lien in Borrower’s assets, and all documents and instruments executed and delivered in
connection with any of the foregoing, together with any and all extensions, revisions, modifications or amendments at any time made to any of such documents or instruments, including but not limited to this Agreement, the Mortgage, the Assignment of
Management Agreement, and the Financing Statements. 
 “Seller” means Mid-America
Surgery Institute Properties II, LLC, a Kansas limited liability company. 
 “Solid Wastes” means “solid wastes”
as defined under any applicable Environmental Law. 
 “Solvent” and “Solvency” mean, with respect to any
Person on a particular date, that on such date (a) the fair value of the property and assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the
present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in
business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

  
 18 







 “Swap Documents” means (a) any agreement (including terms and conditions
incorporated by reference therein) which is a rate swap agreement, basis swap, forward rate agreement, commodity swap, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate cap agreement, rate floor
agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, any other similar agreement (including any option to enter into any of the foregoing); (b) any combination of the foregoing; or
(c) any master agreement for any of the foregoing, as any of the foregoing may be amended or supplemented from time to time. 

“Swap Obligation” means, 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. 
 “Swap
Rate” means the interest rate on the Bank Swap Documents, if applicable. 
 “Third Party” means a Person not a
party to this Agreement. 
 “Title Insurance Company” means First American Title Insurance Company or any other title
insurance company acceptable to Bank in its discretion and authorized under applicable Law to issue the Title Insurance Policy. 

“Title Insurance Policy” means a standard ALTA form title insurance policy with respect to the Mortgaged Property and
acceptable to Bank in its discretion, containing the Required Endorsements, dated as of the time of recording the Mortgage and endorsed or “dated-down” to a date no more than three (3) days prior to each Advance, and issued by the
Title Insurance Company to Bank upon the Mortgaged Property, subject only to those exceptions and matters of title acceptable to Bank, in Bank’s discretion, including the Permitted Liens. 

“Unsecured Indebtedness” means Indebtedness not secured by any Lien. 

“Voting Power” means, with respect to any Person, the right to vote for the election of the Governing Body of such Person
under ordinary circumstances. 
 “Without Notice” means without demand of performance or other demand, advertisement, or
notice of any kind to or upon the applicable Person, except as may be expressly required by applicable Law. 

1.2    Accounting Terms. Accounting terms used and not otherwise defined in this Agreement have the meanings
determined by, and all calculations with respect to accounting or financial matters unless otherwise provided herein shall be computed in accordance with, Generally Accepted Accounting Principles. 

  
 19 







 1.3    UCC Terms. As used herein, “Accounts”, “Chattel
Paper”, “Commercial Tort Claims”, “Deposit Accounts”, “Documents”, “Equipment”, “Fixtures”, “General Intangibles”, “Goods”, “Instruments”, “Inventory”,
“Investment Property”, “Letter-of-Credit Rights”, “Payment Intangible”, “Proceeds”, “Supporting Obligations”, and other
terms not specifically defined herein shall have the same respective meanings as are given to those terms in the Uniform Commercial Code as presently adopted and in effect in the State of Delaware (except in cases and with respect to Collateral when
the perfection, the effect of perfection or nonperfection, and the priority of a Lien in the Collateral is governed by another Jurisdiction, in which case such capitalized words and phrases shall have the meanings attributed to those terms under
such other Jurisdiction). 
 1.4    Construction of Terms. Whenever used in this Agreement, the singular number
shall include the plural and the plural the singular, pronouns of one gender shall include all genders, and use of the terms “herein”, “hereof”, and “hereunder” shall be deemed to be references to this Agreement in its
entirety unless otherwise specifically provided. 
 1.5    Computation of Time Periods. For purposes of
computation of periods of time hereunder, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “through and
including”. 
 1.6    Reference to Borrower Parties and Bank Parties. Any reference in this Agreement to (i)
“Borrower Party” shall mean each and any Borrower Party, singularly; (ii) “Borrower Parties” shall mean all of the Borrower Parties, collectively; (iii) “Bank Party” shall mean each and any Bank Party, singularly; and
(iv) “Bank Parties” shall mean all of the Bank Parties, collectively. 
 1.7    Bank Swap Documents.
Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, (i) no covenant or agreement of Borrower Party shall prohibit Borrower Party from entering into any Bank Swap Document; (ii) any default or event
of default under any Bank Swap Document shall constitute an Event of Default under this Agreement; and (iii) the right of Bank to accelerate any of the Obligations shall not be construed to require the termination or unwinding of any
transactions the subject of any Bank Swap Documents. 
 1.8    Bank as Agent for Other Bank Parties. To the
extent that any Lien is granted to Bank in this Agreement or under any Loan Document as security for any Obligation of any Borrower Party to any Bank Party other than Bank, the Lien so granted shall be deemed to be a Lien granted to Bank as agent
for such other Bank Party, without the necessity of any act or consent of any Person. 
 ARTICLE II 

 

	2.	THE LOAN. 

 2.1    General Terms. Subject to the terms hereof, Bank
will lend Borrower an amount not to exceed the Loan Amount. 
 2.2    Disbursement Provisions. The Loan shall be
disbursed as follows: 
 (A)    with the Initial Advance funded at Closing, and 

  
 20 







 (B)    with additional Advances funded from time to time during the period
from the date of this Agreement through the Initial Maturity Date, upon at least five (5) Business Days’ prior written notice from Borrower to Bank, provided, however, that Bank shall not be obligated to make Advances under this paragraph
2.2(B) if there is existing any Default, or (ii) if the Pro Forma Debt Service Coverage Requirement would not be met after taking into account the making of such Advance. 

2.3    General Disbursement Provisions. 

(A)    Bank will credit or pay the proceeds of each Advance of the Loan to Borrower’s deposit account with Bank, or in
such other manner as Borrower and Bank may agree (including disbursement of the Initial Advance to the Title Insurance Company’s escrow account at Closing). 

(B)    Notwithstanding anything contained herein to the contrary, Bank shall not be required to make any Advance after the
Initial Maturity Date, nor upon the occurrence and during the continuance of a Default. The submission by Borrower to Bank of a request for such an Advance shall constitute Borrower’s representation and warranty to Bank that there is not then
existing any Default. 
 (C)    If Bank or the Title Insurance Company shall so require, Borrower will submit with its
requisitions for Advances of the Loan lien waivers in form reasonably satisfactory to Bank and the Title Insurance Company, showing amounts paid and amounts due to all Persons furnishing labor or materials in connection with any construction work at
the Project. If the Title Insurance Policy is not written so as to insure any and all disbursements of the Loan up to the face amount of the Mortgage (including coverage for losses sustained by reason of the lack of priority of the Mortgage over any
statutory Lien for services, labor or materials furnished subsequent to the date of this Agreement), Borrower shall have the Title Insurance Company deliver to Bank an endorsement to the Title Insurance Policy insuring each Advance of the Loan being
requisitioned and insuring Bank for said Advance under the Title Insurance Policy. 
 2.4    The Note.
Borrower’s obligation to repay the Loan shall be evidenced by the Note. 
 2.5    Interest Rate. During the
entire period that the Loan is outstanding, the outstanding principal balance of the Loan shall bear interest at the One Month Adjusted LIBOR Rate during each applicable One Month LIBOR Rate Interest Period. 

2.6    Payments of Principal and Interest. Principal and interest on the Loan shall be payable as follows: 

(A)    On the first Payment Due Date following the date of this Agreement, and on each successive Payment Due Date
thereafter until the Initial Maturity Date, Borrower shall pay to Bank all accrued and unpaid interest on the outstanding principal balance of the Note. 

  
 21 







 (B)    If the Extension Requirements have not been met, then the outstanding
principal balance of the Note, together with all accrued and unpaid interest thereon, shall be due and payable to Bank on the Initial Maturity Date. 

(C)    If the Extension Requirements have been met, then on the first
(1st) Payment Due Date following the Initial Maturity Date, and on each of the next eleven (11) Payment Due Dates, Borrower shall pay to Bank (1) all accrued and unpaid interest on the
outstanding principal balance of the Note, and (2) a principal payment equal to the product of (i) one-twelfth, times (ii) the total principal payments that would be made over twelve
(12) consecutive months, based on the monthly amortization of principal and interest on a hypothetical loan where (x) the principal indebtedness being amortized is equal to the principal indebtedness owing under the Note as of the Initial
Maturity Date, (y) the interest rate during the amortization period is equal to the Imputed Interest Rate, and (z) the amortization period is three hundred sixty (360) months. 

(D)    On the thirteenth (13th) Payment Due Date following the
Initial Maturity Date, and on each of the next eleven Payment Due Dates, Borrower shall pay to Bank (1) all accrued and unpaid interest on the outstanding principal balance of the Note, and (2) a principal payment equal to the product of (i) one-twelfth, times (ii) the total principal payments that would be made over twelve (12) consecutive months, based on the monthly amortization of principal and interest on a hypothetical loan
where (x) the principal indebtedness being amortized is equal to the principal indebtedness owing under the Note as of the date one (1) year after the Initial Maturity Date, (y) the interest rate during the amortization period is
equal to the Imputed Interest Rate, and (z) the amortization period is three hundred forty-eight (348) months. 

(E)    If not earlier demanded pursuant to Section 8.3 hereof, the outstanding principal balance of the Note,
together with all accrued and unpaid interest thereon, shall be due and payable to Bank on the Extended Maturity Date. 

2.7    Use of Proceeds of Loan. The proceeds of the Loan shall be used to finance a portion of the acquisition cost
of the Project, to pay closing costs in connection with the Loan, and other purposes as may be approved by Bank. 
 ARTICLE III 

 

	3.	PAYMENTS, ADDITIONAL COSTS, ETC. 

 3.1    Default Rate.
Notwithstanding any provision herein or in any other Loan Document to the contrary, upon the occurrence and during the continuance of an Event of Default, the Interest Rate payable on the Loan shall be the Default Rate. 

3.2    Payments Under Bank Swap Documents. Notwithstanding anything contained in this Agreement or any other Loan
Document to the contrary, if all or any portion of the Loan is subject to a Bank Swap Document, and such Bank Swap Document provides for a payment schedule for principal and interest contrary to the provisions of this Agreement or any other Loan
Document, the payment schedule set forth in such Bank Swap Document shall govern with respect to that portion of the Loan subject to such Bank Swap Document. 

  
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 3.3    Late Payments. If any scheduled payment, whether principal,
interest, or principal and interest, is late twelve (12) days or more, Borrower agrees to pay a late charge equal to five percent (5%) of the amount of the payment which is late, but not more than the maximum amount allowed by applicable Laws
nor less than $10.00. The foregoing provision shall not be deemed to excuse a late payment or be deemed a waiver of any other rights Bank may have under this Agreement, including, subject to the terms hereof, the right to declare the entire unpaid
principal and interest immediately due and payable. 
 3.4    Payment to Bank. 

(A)    All sums payable to Bank under this Agreement or under any other Loan Document shall be paid directly to Bank in
immediately available funds or by good check at the Place for Payment. If Bank shall send Borrower statements of amounts due hereunder, such statements shall be considered correct and conclusively binding on Borrower unless Borrower notifies Bank to
the contrary within thirty (30) days of its receipt of any statement which it deems to be incorrect. 
 (B)    All
payments to be made by Borrower hereunder will be made to Bank not later than 2:00 p.m. at the Place for Payment on the date payment is due. Payments received after 2:00 p.m. at the Place for Payment shall be deemed to be payments made prior to 2:00
p.m. at the Place for Payment on the next succeeding Business Day. 
 (C)    Bank may charge against any deposit account
of Borrower all or any part of any amount owed by Borrower hereunder, and Borrower hereby authorizes Bank to charge Borrower’s accounts with Bank in order to cause timely payment of amounts due hereunder to be made (subject to sufficient funds
being available in such account for that purpose). 
 (D)    At the time of making each such payment, Borrower shall,
subject to the other terms and conditions of this Agreement, specify to Bank the Note or other obligation of Borrower hereunder to which such payment is to be applied. In the event that Borrower fails to so specify the relevant Note or if an Event
of Default shall have occurred and be continuing, Bank may apply such payments as it may determine in its discretion. 

3.5    Prepayment. Borrower may prepay the principal of the Loan in whole or, from time to time, in part, without
premium or penalty. In the case of any partial prepayment, Bank shall have the right to require and shall permit the remaining principal balance to be re-amortized over the remaining term of the Loan. All
partial prepayments, whether voluntary or mandatory, shall (except as may be directed by Borrower to the contrary) be applied against the next principal payment of the Loan next coming due and in the inverse order of maturity, and no prepayment
shall entitle Borrower to cease making any payment as otherwise scheduled hereunder. 

  
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 3.6    No Setoff or Deduction. All payments of principal and interest
on the Loan and other amounts payable by Borrower hereunder shall be made by Borrower without setoff or counterclaim, and, subject to the next succeeding sentence, free and clear of, and without deduction or withholding for, or on account of, any
present or future taxes, levies, imposts, duties, fees, assessments, or other charges of whatever nature, imposed by any Governmental Authority. If any such taxes, levies, imposts, duties, fees, assessments or other charges are imposed on any such
payments, Borrower will pay such additional amounts as may be necessary so that payment of principal of and interest on the Loan and other amounts payable hereunder, after withholding or deduction for or on account thereof, will not be less than any
amount provided to be paid hereunder and, in any such case, Borrower will furnish to Bank certified copies of all tax receipts evidencing the payment of such amounts within thirty (30) days after the date any such payment is due pursuant to
applicable Laws. 
 3.7    Payment on Non-Business Day; Payment
Computations. Except as otherwise provided in this Agreement to the contrary, whenever any installment of principal of, or interest on, the Loan or other amount due hereunder becomes due and payable on a day which is not a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day and, in the case of any installment of principal, interest shall be payable thereon at the rate per annum determined in accordance with this Agreement during such extension. 

3.8    Additional Costs. 

(A)    In the event that any applicable Law now or hereafter in effect and whether or not presently applicable to Bank, or
any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by Bank with any guideline, request or directive of any such Governmental Authority (whether or not
having the force of law), shall (i) affect the basis of taxation of payments to Bank of any amounts payable by Borrower under this Agreement (other than taxes imposed on the income of Bank), or (ii) shall impose, modify or deem applicable
any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Bank, or (iii) shall impose any other condition with respect to this Agreement, any other Loan Document or the
Loan, and the result of any of the foregoing is to increase the cost to Bank of making, funding or maintaining the Loan or to reduce the amount of any sum receivable by Bank thereon, then Borrower shall pay to Bank from time to time, within sixty
(60) days after written request by Bank, additional amounts sufficient to compensate Bank for such increased cost or reduced sum receivable to the extent Bank is not compensated therefor in the computation of the Interest Rate applicable to the
Loan. A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by Bank and submitted by Bank to Borrower, shall be conclusive and binding for all purposes absent manifest error in
computation. 

  
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 (B)    In the event that any applicable Law now or hereafter in effect and
whether or not presently applicable to Bank, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by Bank with any guideline, request or directive of
any such Governmental Authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by Bank (or any corporation controlling Bank)
and Bank determines that the amount of such capital is increased by or based upon the existence of Bank’s obligations hereunder and such increase has the effect of reducing the rate of return on Bank’s (or such controlling
corporation’s) capital as a consequence of such obligations hereunder to a level below that which Bank (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to
capital adequacy), then Borrower shall pay to Bank from time to time, within sixty (60) days after written request by Bank, additional amounts sufficient to compensate Bank (or such controlling corporation) for any increase in the amount of
capital and reduced rate of return which Bank reasonably determines to be allocable to the existence of such Bank’s obligations hereunder. A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by
Bank shall be conclusive and binding for all purposes absent manifest error in computation. 
 3.9    Illegality and
Impossibility. In the event that any applicable Law now or hereafter in effect and whether or not presently applicable to Bank, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or
administration thereof, or compliance by Bank with any guideline, request or directive of such Governmental Authority (whether or not having the force of law), including without limitation exchange controls, shall make it unlawful or impossible for
Bank to maintain the Loan under this Agreement, Borrower shall upon receipt of notice thereof from Bank repay in full the then outstanding principal amount of such Loan, together with all accrued interest thereon to the date of payment and all
amounts owing to Bank, (a) on a date no later than one hundred twenty (120) days after such notice, if Bank may lawfully continue to maintain the Loan for such period, or (b) immediately if Bank may not continue to maintain the Loan
to such day. 
 3.10    360-Day Year. All interest payable under the Note
shall be calculated on the basis of a 360-day year by multiplying the outstanding principal amount by the applicable per annum rate, multiplying the product thereof by the actual number of days elapsed, and
dividing the product so obtained by 360. 

  
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 3.11    Indemnification. If Borrower makes any payment of principal
with respect to the Loan on any other date than the last day of a One Month LIBOR Rate Interest Period applicable thereto, or if Borrower fails to borrow any Advance after notice has been given to Bank in accordance with this Agreement, or if
Borrower fails to make any payment of principal or interest in respect of the Loan when due, Borrower shall reimburse Bank on demand for any resulting loss or expense actually incurred by Bank, including without limitation any loss incurred in
obtaining, liquidating or employing deposits from a Third Party, whether or not Bank shall have funded or committed to fund such Advance. A statement as to the amount of such actual loss or expense (such as LIBOR breakage costs), prepared in good
faith and in reasonable detail by Bank will be submitted by Bank to Borrower, and shall be conclusive and binding for all purposes absent manifest error in computation. Calculation of all amounts payable to Bank under this Section shall be made as
though Bank shall have actually funded or committed to fund the applicable Advance through the purchase of an underlying deposit in an amount equal to the amount of such Advance in the relevant market and having a maturity comparable to the related
One Month LIBOR Rate Interest Period and through the transfer of such deposit to a domestic office of such Bank in the United States; provided, however, that Bank may fund the Loan in any manner it sees fit and the foregoing assumption shall be
utilized only for the purpose of calculation of amounts payable under this Section. 
 3.12    No Requirement to
Actually Obtain Funds. Notwithstanding the fact that the Interest Rate pursuant to the Loan may be calculated based upon Bank’s cost of funds, Borrower agrees that Bank shall not be required actually to obtain funds from such source at any
time. 
 3.13    Usury Limitation. If, at any time, the Interest Rate payable on the Loan shall be deemed by any
competent court of law or any Governmental Authority to exceed the maximum rate of interest permitted by any applicable Laws, then, for such time as the Interest Rate would be deemed excessive, its application shall be suspended and there shall be
charged instead the maximum rate of interest permissible under such Laws, and any excess interest actually collected by Bank shall be credited as a partial prepayment of principal. 

ARTICLE IV 
  

	4.	CONDITIONS PRECEDENT. 

 The obligation of Bank to make the Loan and any Advance hereunder is
subject to the following conditions precedent: 
 4.1    Documents Required for the Closing. Prior to or
concurrently with the Closing, the following instruments, documents, and things duly executed by all proper Persons, and all in form and substance acceptable to Bank, shall have been delivered to Bank: 

(A)    This Agreement; 

(B)    The Note; 

(C)    The Mortgage, together with the following: 

(1)    Evidence that the Mortgage has been (or will be) duly recorded in all filing or recording offices
that Bank may deem necessary or desirable, and that all filing and recording taxes and fees have been paid, 

  
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 (2)    The fully-paid Title Insurance Policy, in an amount
not less than the amount of the Note, insuring the Mortgage to be a valid first Lien on the Mortgaged Property, free and clear of all Liens (including, but not limited to, mechanics’ and materialmen’s Liens), excepting only Permitted Liens
and other Liens approved by Bank in its discretion, and providing for such other affirmative insurance (to the extent available) and such coinsurance and direct access reinsurance as Bank may deem reasonably necessary or desirable, 

(3)    Such consents and agreements of lessors, lessees, and other Third Parties, and such estoppel letters
and other confirmations, as Bank may deem necessary or desirable in its reasonable discretion; 

(4)    Evidence that all other action that Bank may deem necessary or desirable in its reasonable
discretion in order to create and perfect a valid first Lien on the Mortgaged Property has been taken; 
 (D)    The
Assignment of Management Agreement, together with a copy of the management agreement the subject thereof (which management agreement and property manager thereunder are subject to the review and approval of Bank); 

(E)    Closing Certificates of Borrower and Carveout Guarantor; 

(F)    Financing Statements naming Borrower as debtor and Bank as secured party, together with evidence that each such
Financing Statements have been duly recorded in all filing or recording offices that Bank may deem necessary or desirable, and that all filing and recording taxes and fees have been paid; 

(G)    With respect to each Borrower Party, a certificate of an officer or other representative acceptable to Bank dated
as of the date of this Agreement, certifying as to the incumbency and signatures of the representatives of such Borrower Party signing each Loan Document to which such Borrower Party is a party, together with the following documents attached
thereto: 
 (1)    A copy of the resolutions of such Borrower Party’s Governing Body authorizing the
execution, delivery and performance of each Loan Document to which such Borrower Party is a party; 

(2)    A copy, certified as of the most recent date practicable by the secretary of state (or similar
Governmental Authority) of the state, province, or other Jurisdiction where such Borrower is organized, of such Borrower Party’s Organizational Documents filed with such secretary of state (or similar Governmental Authority); and 

(3)    A copy of such Borrower Party’s other Organizational Documents; 

  
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 (H)    A certificate, as of the most recent date practicable, of the
secretary of state (or similar appropriate Governmental Authority) and department of revenue or taxation (or similar appropriate Governmental Authority) of the Jurisdiction in which each Borrower Party is organized as to the existence and good
standing of such Borrower Party within such Jurisdiction, and a certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) of each state where any of the Collateral is located as to
the qualification and good standing of each Borrower as a foreign entity doing business in each such state; 

(I)    Written opinions of counsel to Borrower Parties, addressed to Bank and dated as of the date of Closing; 

(J)    The Financial Statements of Borrower Parties; 

(K)    UCC-11 reports showing no Liens superior to Bank’s Lien on the
Mortgaged Property and the other Collateral; 
 (L)    Evidence satisfactory to Bank that Borrower has obtained all
insurance policies as required under the Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; 

(M)    An ALTA form survey of the Project, prepared by an approved surveyor, and either (i) evidence satisfactory to
Bank that no part of the Project is located in a flood hazard area, or (ii) a flood insurance policy satisfactory to Bank; 

(N)    An appraisal of the Project, made at Borrower’s expense, which must be by an M.A.I. appraiser engaged and
approved by Bank, and must be in form and substance satisfactory to Bank, and reflecting a loan to value ratio of not more than 60%; 

(O)    A copy of the purchase closing statement for the Project, reflecting a loan to cost ratio of not more than 60%;

 (P)    An environmental/hazardous substances survey and report with respect to the Project, and, if applicable,
reports and certifications in such form and from such Person(s) as Bank may require setting forth with such particularity as may be required by Bank: (i) the plans for removal of any and all Hazardous Substances, Petroleum Products and Solid
Wastes, if any, located on the Mortgaged Property, including an appropriate verification that such removal will be accomplished in accordance with applicable Law; (ii) the qualifications of those Persons engaged to so remove the Hazardous
Substances, Petroleum Products and Solid Wastes; and (iii) upon completion of the removal of the Hazardous Substances, Petroleum Products and Solid Wastes, certification that the Hazardous Substances, Petroleum Products and Solid Wastes have in
fact been removed; 
 (Q)    A copy of the Ground Lease, together with the Ground Lessor’s Consent; 

  
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 (R)    Copies of all Assigned Leases of the Project in effect at the time of
Closing, together with any applicable lease guaranties, together with the deposit with Bank of the Rent Abatement Funds into the Rent Abatement Reserve Account; 

(S)    Copies of the Assignment Documents; 

(T)    The form of lease to be utilized in connection with the leasing of the Project; 

(U)    Except as may be waived by Bank in its discretion, estoppel certificates and subordination, attornment and non-disturbance agreements with respect to the Assigned Leases in effect at the time of Closing; and 

(V)    All other items required to be provided to Bank and not otherwise set forth above. 

4.2    Certain Events. At the time of Closing and each Advance: 

(A)    No Default shall have occurred and be continuing; 

(B)    No Material Adverse Change shall have occurred; 

(C)    All of the Loan Documents shall have remained in full force and effect; 

(D)    Borrower shall have paid all fees, expenses, costs, and other amounts then owing to Bank, including the Loan Fee;
and 
 (E)    All legal matters incidental thereto shall be reasonably satisfactory to Gibbons Law LLC, counsel to Bank.

 4.3    Election to Make Advances Prior to Satisfaction of Conditions Precedent. In the event Bank, at its
option, elects to make one or more Advances prior to receipt and approval of all items required by this Article, such election shall not constitute any commitment or agreement of Bank to make any subsequent Advance until all items required by this
Article have been delivered. 
 ARTICLE V 
  

	5.	COLLATERAL SECURITY 

 5.1    Grant of Lien. 

(A)    As security for the prompt satisfaction of all Obligations, Borrower hereby assigns, transfers, and sets over to
Bank all of Borrower’s Interest in and to, and grants Bank a Lien on, upon and in Borrower’s Interest in and to the Collateral. 

  
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 (B)    No submission by Borrower to Bank of a schedule or other particular
identification of Collateral shall be necessary to vest in Bank security title to and a security interest in each and every item of Collateral now existing or hereafter created and acquired, but rather such title and security interest shall vest in
Bank immediately upon the creation or acquisition or any item of Collateral hereafter created or acquired, without the necessity for any other or further action by Borrower or by Bank. 

5.2    Maintenance of Lien. 

(A)    Borrower authorizes Bank to file one or more Financing Statements to perfect Bank’s Lien pursuant to the
Uniform Commercial Code, such Financing Statements to be in form and substance as required by Bank. 
 (B)    Borrower
hereby appoints Bank as its attorney-in-fact (without requiring Bank to act as such) to file any Financing Statement in the name of Borrower, and to perform all other
acts that Bank deems appropriate to perfect and continue Bank’s Lien and to protect and preserve the Collateral. 

(C)    In connection with Bank’s Lien, Borrower will: 

(1)    Execute and deliver, and cause to be executed and delivered, such documents and instruments,
including amendments to the Security Documents in form reasonably satisfactory to Bank as Bank, from time to time, may specify, and pay, or reimburse Bank upon demand for paying, all costs and taxes of filing or recording the same in such
Jurisdictions as Bank may designate; and 
 (2)    Take such other steps as Bank, from time to time, may
reasonably direct to protect, perfect, and maintain Bank’s Lien. 
 ARTICLE VI 

 

	6.	REPRESENTATIONS AND WARRANTIES. 

 Borrower represents and warrants to Bank, knowing that Bank
will rely on such representations and warranties as an inducement to make the Loan, that: 
 6.1    Existence.
Borrower is a duly organized and existing entity in good standing under the Laws of the Jurisdiction of its organization, is duly qualified and in good standing as a foreign entity in the Jurisdiction where the Project is located, and has full power
and authority to consummate the transactions contemplated by this Agreement. 
 6.2    Authority. The execution,
delivery and performance of all of the Loan Documents have been duly authorized by all requisite action by Borrower. All of the Loan Documents have been duly executed and delivered and constitute valid and binding obligations of Borrower,
enforceable in accordance with their respective terms, and Bank will be entitled to the benefits of all of the Loan Documents. 

  
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 6.3    Consents or Approvals. No consent of any Third Party and no
authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or other Third Party is required (other than those that are required and have been obtained) either (i) for the due execution, delivery,
recordation, filing or performance by any Borrower Party of this Agreement or any other Loan Document or for the consummation of the transaction contemplated hereby; (ii) for the mortgage, pledge, assignment, or grant by Borrower of Bank’s
Lien; (iii) for the perfection or maintenance of Bank’s Lien, except for the recording of the Mortgage and the Financing Statements; (iv) for the exercise by Bank of its rights or remedies provided for in this Agreement or in any of
the other Loan Documents, except as may be required by applicable Laws in connection with the foreclosure and disposition of the Collateral; or (v) for the operation of Borrower’s business (other than those permits that have been or will
be obtained in Borrower’s Ordinary Course of Business). All applicable waiting periods, if any, in connection with the transactions contemplated hereby have expired without any action having been taken by any Person restraining, preventing or
imposing materially adverse conditions upon the rights of Borrower to enter into and perform its obligations under this Agreement. 

6.4    Violations or Actions Pending. There are no actions, suits, or proceedings pending or, to the best of
Borrower’s knowledge, threatened, which might have a Material Adverse Effect or which might impair the value of the Collateral. Borrower is not in violation of any agreement the violation of which will or might reasonably be expected to have a
Material Adverse Effect, and Borrower is not in violation of any order, judgment, or decree of any court, or any statute or governmental regulation to which Borrower is subject. The execution and performance of this Agreement and the other Loan
Documents by Borrower will not result in any breach of any mortgage, lease, credit or loan agreement or any other instrument which may bind or affect Borrower. 

6.5    Existing Indebtedness. Borrower has no existing Indebtedness (except Indebtedness incurred pursuant to the
Loan Documents). 
 6.6    Tax Returns. Except as may otherwise be permitted herein, all federal, state, local
and other tax returns and reports of Borrower required by Laws have been completed in full and have been duly filed, and all taxes, assessments and withholdings shown on such returns or billed to Borrower have been paid, and Borrower maintains
adequate provisions and accruals in respect of all such federal, state, local and other taxes, assessments and withholdings. There are no unpaid assessments pending against Borrower for any taxes or withholdings, and Borrower knows of no basis
therefor. 
 6.7    Financial Statements. All financial statements of Borrower heretofore given and hereafter to
be given to Bank are and will be true and complete in all material respects as of their respective dates and prepared in accordance with Generally Accepted Accounting Principles, and fairly represent and will fairly represent the financial
conditions of Borrower, and no Material Adverse Change has or will have occurred in the financial conditions reflected therein after the respective date thereof upon delivery to Bank, except as may be disclosed in writing to Bank. 

  
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 6.8    Title. Borrower has good and marketable title to all its
assets, including, without limitation, the Collateral, subject to no Liens, except for Permitted Liens. 

6.9    Solvency. Borrower is Solvent. 

6.10    Priority of Liens. Bank’s Lien constitutes a first Lien against the Collateral, prior to all other
Liens, including those which may hereafter accrue, except for the Permitted Liens. 
 6.11    Accuracy of
Documents. To the best of Borrower’s knowledge, all documents and other things furnished to Bank by or on behalf of any Borrower Party as part of or in support of the application for the Loan or pursuant to this Agreement are true, correct,
complete and accurately represent in all material respects the matters to which they pertain. 

6.12    Environmental and Healthcare Laws. To the best of Borrower’s knowledge, except as disclosed in the
Phase I Environmental Site Assessment approved by Bank with respect to the Project, neither the Mortgaged Property nor Borrower is in violation of or subject to any existing, pending or threatened investigation or inquiry by any Governmental
Authority or any remedial obligations under any applicable Environmental Laws or Healthcare Laws, and there are no facts, conditions or circumstances known to it which could result in any such investigation or inquiry if such facts, conditions and
circumstances, if any, were fully disclosed to the applicable Governmental Authority, and Borrower will promptly notify Bank if Borrower becomes aware of any such facts, conditions or circumstances or any such investigation or inquiry. Borrower has
not obtained and is not required to obtain any Governmental Approvals to construct, occupy, operate or use any buildings, improvements, fixtures or equipment in connection with the Mortgaged Property or Improvements constructed or to be constructed
by reason of any Environmental Laws or Healthcare Laws. No Petroleum Products, Hazardous Substances or Solid Wastes have been disposed of or released on the Mortgaged Property in violation of any applicable Environmental Laws, and Borrower covenants
and agrees that it will not cause there to be any violation of any Environmental Laws or Healthcare Laws in connection with its ownership and use of the Mortgaged Property, including any violation arising from the disposal or release of Petroleum
Products, Hazardous Substances or Solid Wastes on the Mortgaged Property. Notwithstanding anything to the contrary herein, Borrower shall indemnify and hold Bank harmless from and against any fines, charges, expenses, fees, Attorneys’ Fees and
costs incurred by Bank in the event Borrower or the Mortgaged Property (whether or not due to any fault of Borrower) is hereafter determined to be in violation of any Environmental Laws or Healthcare Laws (excluding, however, any violation arising
from circumstances occurring after the Environmental Indemnification Release Date, or any violation arising from the gross negligence or willful misconduct of Bank), and this indemnity shall survive any foreclosure or deed in lieu of foreclosure and
repayment of the Loan. 

  
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 6.13    Restrictions and Covenants Affecting the Mortgaged Property.
To the best of Borrower’s knowledge, neither Borrower nor the Mortgaged Property is in violation of any easements, covenants or restrictions affecting the Mortgaged Property. 

6.14    Condemnation. There are no proceedings pending, or, to the best of Borrower’s knowledge, threatened,
to exercise any power of condemnation or eminent domain, with respect to the Mortgaged Property, or any interest therein, or to enjoin or similarly prevent the use of the Project. 

6.15    Compliance with Laws. All necessary action has been taken to permit full use of the Project for its
intended purpose under applicable Laws, and the Project complies with all applicable Laws. 
 6.16    Assigned
Documents. 
 (A)    Borrower is (or, with respect to any Assigned Documents hereafter made, will be) the sole owner
and holder of Borrower’s Interest in each Assigned Document, and Borrower has not transferred or otherwise assigned any interest of Borrower as a party to any Assigned Document. 

(B)    Each of the Assigned Documents is (or, with respect to any Assigned Documents hereafter made, will be) valid and
enforceable in accordance with its respective terms, and in full force and effect, and has not been (or, with respect to any Assigned Documents hereafter made, will not be) altered, modified or amended in any manner whatsoever except as permitted by
this Agreement. 
 (C)    None of the Rents have been or will be assigned, pledged or in any manner transferred or
hypothecated, except pursuant to the Loan Documents. 
 (D)    None of the Rents, for any period subsequent to the date
of this Agreement, have been or will be collected in advance of the time when such Rents become due under the terms of the Assigned Leases. 

6.17    Anti-Terrorism Laws. 

(A)    General. No Borrower Party is in violation of any Anti-Terrorism Law, and no Borrower Party engages in or
conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. 

(B)    Executive Order No. 13224. 

(1)    No Borrower Party is any of the following (each a “Blocked Person”): 

(a)    A Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive
Order No. 13224; 

  
 33 







 (b)    A Person owned or controlled by, or acting for or on
behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; 

(c)    A Person with which any bank or other financial institution is prohibited from dealing or otherwise
engaging in any transaction by any Anti-Terrorism Law; 
 (d)    A Person that commits, threatens or
conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; 

(e)    A Person that is named as a “specially designated national” on the most current list
published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or 

(f)    A Person who is affiliated with a Person listed above. 

(2)    No Borrower Party (i) conducts any business or engages in making or receiving any contribution
of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224. 

6.18    Continuing Effectiveness. All representations and warranties contained herein shall be deemed continuing
and in effect at all times while Borrower remains indebted to Bank pursuant to the Loan and shall be deemed to be incorporated by reference in each requisition for Advance by Borrower unless Borrower specifically notifies Bank of any change therein.

 ARTICLE VII 
  

	7.	BORROWER’S COVENANTS 

 Borrower does hereby covenant and agree with Bank that, so long as
any of the Obligations remain unsatisfied or any commitments hereunder remain outstanding, Borrower at all times will comply or cause to be complied with the following covenants: 

7.1    Affirmative Covenants. 

(A)    Borrower will duly and promptly pay and perform all of Borrower’s Obligations to Bank Parties according to the
terms of this Agreement, the other Loan Documents and the Bank Swap Documents, and will cause each other Borrower Party to perform such other Borrower Party’s Obligations to Bank Parties according to the terms of this Agreement, the other Loan
Documents and the Bank Swap Documents. 

  
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 (B)    Borrower will use the proceeds of the Loan only for the purposes
permitted herein, or as Bank may have otherwise approved from time to time; and Borrower will furnish Bank such evidence as it may reasonably require with respect to such uses. 

(C)    Borrower will furnish or cause to be furnished to Bank during the term of the Loan: 

(1)    With respect to Borrower, (i) no later than ninety (90) days after each Quarter-End, an income statement, detailed operating statement and balance sheet (which information may be compiled by Borrower’s in-house certified public accountants)
for the preceding Quarter, all in reasonable detail, including all supporting schedules and comments; and (ii) no later than ninety (90) days after the end of each Fiscal Year, an income statement, detailed operating statement and balance
sheet (which information may be compiled by Borrower’s in-house certified public accountants) for the preceding Fiscal Year, all in reasonable detail, including all supporting schedules and comments; and

 (2)    No later than ninety (90) days after each
Quarter-End, a rent roll and operating statement of the Project for the preceding Quarter in form satisfactory to Bank in its reasonable discretion, together with a compliance certificate in reasonable detail
and in form and substance reasonably satisfactory to Bank evidencing the computation of the Debt Service Coverage Requirement for the applicable Quarter. 

(D)    Borrower will (i) engage in no business or activity other than the ownership, management and operation of the
Project; (ii) enter into no contract or agreement with any Person except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than such
Person (except for such contracts or agreements which have been reviewed and approved by Bank); (iii) make no loan or advance to any Person (except as permitted by the Loan Documents); (iv) hold itself out to the public as a legal entity separate
and distinct from any other Person; (v) conduct business in its own name; (vi) not make any distributions that would cause it to fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size
and character and in light of its contemplated business operations; and (vii) maintain its assets in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other
Person. 
 (E)    Borrower will duly and promptly perform all of Borrower’s material obligations under the Ground
Lease and the Assigned Leases, all according to the respective terms thereof. 

  
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 (F)    (i) Bank agrees that Bank shall not require preapproval of a Qualified
Lease of less than 25 % of the space in the Project. With respect to any other leases of the Project entered into after the date of this Agreement (exclusive of any renewals of leases of the Project in effect as of the date of this Agreement on
substantially similar terms), Borrower will furnish or cause to be furnished to Bank financial information relating to the prospective tenant and any guarantors of such lease, and a draft of such lease and any guaranties thereof (it being understood
that Bank reserves the right to approve the creditworthiness of any such tenant and to require guaranties of any such lease), for Bank’s approval prior to the execution of any such lease. Bank’s approval shall be deemed given if
(i) Bank fails to respond to such request within ten (10) Business Days after such request, (ii) within five (5) Business Days after the expiration of such ten (10) Business Days, Borrower makes the same identical request in
writing (viz. a second request) for such consent or approval except such second request shall, on the top page thereof, contain the following conspicuous all-capitalized, bold language: “THIS IS THE
SECOND REQUEST FOR THE APPROVAL OR CONSENT SET FORTH BELOW, AND BANK’S FAILURE TO RESPOND TO SUCH REQUEST WITHIN FIVE (5) BUSINESS DAYS SHALL CONSTITUTE BANK’S APPROVAL PURSUANT TO SECTION 7.1(F) OF THE CREDIT AGREEMENT,
(iii) Bank fails to respond to such second request within five (5) Business Days of such second request, and (iv) with respect to both the first and second requests, the request shall have been made both by email (at the email
addresses set forth in Section 9.10) and the approved means as set forth in the first sentence of Section 9.10 
 (ii) Upon
Bank’s approval of any such tenants, guarantors, leases and guaranties (if any), and after execution and delivery of any lease, Borrower will furnish or cause to be furnished to Bank a copy of the fully-executed lease and any applicable lease
guaranties, together with an estoppel certificate and a subordination, non-disturbance and attornment agreement signed by each tenant thereunder, all such documentation to be in form and substance satisfactory
to Bank. In addition, if required by Bank with respect to any tenant occupying more than 25% of the Project, Borrower will furnish or cause to be furnished to Bank one or more Financial Reporting Agreements and agreements providing for the Bank to
have notice of and an opportunity to cure any defaults thereunder, all such documentation to be in form and substance satisfactory to Bank. 

(G)    Borrower will pay when due all commitment and loan fees of Bank, all fees of any
“tax-service” firm reporting on the payment of ad valorem taxes, all expenses involved in perfecting Bank’s Lien or the priority of Bank’s Lien, and all other expenses of Bank
related to the Loan, or the protection and preservation of the Collateral, or the enforcement of any provision of this Agreement, or the preparation of this Agreement, any of the other Loan Documents, or amendments to any of them, including, without
limitation, recording fees and taxes, tax, title and lien search charges, title insurance charges, architects’, engineers’ and Attorneys’ Fees (including Attorneys’ Fees at trial and on any appeal by either Borrower or Bank),
real property taxes and insurance premiums. 

  
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 (H)    Borrower will furnish promptly to Bank such information as Bank may
require concerning costs, marketing and such other factors as Bank may reasonably require; will notify Bank promptly of any litigation instituted or threatened against any Borrower Party which, if adversely determined, would give rise to a Material
Adverse Change, any deficiencies asserted or Liens filed by the Internal Revenue Service against any Borrower Party, the Collateral, any audits of any Federal or State tax return of any Borrower Party, and the results of any such audit; will notify
Bank promptly after becoming aware of any condemnation or similar proceedings with respect to any of the Collateral, any proceeding seeking to enjoin the intended use of the Project, and of all changes in governmental requirements pertaining to the
Project, utility availability, anticipated costs of completion, and any other matters which could reasonably be expected to adversely affect Borrower’s ability to perform its obligations under this Agreement. 

(I)    Borrower will permit Bank and its agents to have access to the Collateral at reasonable times. 

(J)    Borrower will furnish to Bank, if Bank so requests, the contracts, bills of sale, receipted vouchers, and
agreements, or any of them, to the extent in Borrower’s possession or control, under which Borrower claims title to the materials, articles, fixtures and other personal property used or to be used in the construction or operation of the
Project. 
 (K)    If requested by Bank, Borrower will cause, or permit Bank to cause, the Project to be reappraised at
Borrower’s expense at any time (but not more than once during any twelve-month period except (i) after an Event of Default, or (ii) if required on account of the requirements of any Governmental Authority or regulatory authority).

 (L)    Borrower will certify to Bank, upon request by Bank, that: 

(1)    Borrower has materially complied with and is in compliance with all terms, covenants and conditions
of this Agreement that are binding upon it; 
 (2)    To Borrower’s knowledge, there exists no
Default; or, if such is not the case, that one or more specified Defaults have occurred; and 

(3)    The representations and warranties contained in this Agreement are true in all material respects
with the same effect as though made on the date of such certificate. 
 (M)    Borrower will, when requested so to do,
make available for inspection and audit by duly authorized representatives of Bank any of its Records, and will furnish Bank any information regarding its business affairs and financial condition within a reasonable time after written request
therefor. Borrower shall reimburse Bank for all costs associated with such audit if the audit reveals a material discrepancy in any financial report, statement or other document provided to Bank pursuant to this Agreement. 

(N)    Borrower will keep accurate and complete Records, consistent with sound business practices. 

  
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 (O)    Within ten (10) Business Days of Bank’s request therefor,
Borrower will furnish or cause to be furnished to Bank copies of income tax returns filed by any Borrower Party. 

(P)    Borrower will notify Bank thirty (30) days in advance of any change in the location of any of its places of
business or of the establishment of any new place of business, or the discontinuance of any existing place of business. 

(Q)    Borrower will notify Bank promptly if it becomes aware of the occurrence of any Default, or if it becomes aware of
any Material Adverse Change or the occurrence of any event that might have or give rise to a Material Adverse Effect. 

(R)    Borrower will pay or cause to be paid when due, and before the accrual of penalties thereon, all taxes, including
all real and personal property taxes and assessments levied or assessed against Borrower or the Mortgaged Property, and will provide Bank with receipted bills therefor if requested by Bank. 

(S)    Borrower will cause the Mortgaged Property to be maintained in good and safe condition and repair, and shall,
subject to the provisions of Section 7.3 below, promptly repair, replace or rebuild any part of the Mortgaged Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any condemnation
or similar proceeding. 
 (T)    Borrower will keep the Collateral free from all Liens except the Permitted Liens; will
pay promptly all Persons supplying work or materials to the Project; will immediately discharge, or make other arrangements acceptable to Bank with respect to, any mechanic’s or other Lien filed against the Collateral or Borrower; and will duly
perform and observe all agreements, covenants and restrictions with respect to the Permitted Liens (except those that Borrower is contesting as permitted by this Agreement) and with respect to any other easement, covenant or restriction now or
hereafter affecting the Collateral. 
 (U)    Borrower shall maintain the Debt Service Coverage Requirement. 

(V)    During the term of this Agreement, Borrower shall maintain with Bank all of their operating accounts and other
deposit accounts with respect to the Project. 
 (W)    Borrower shall cause the Rent Abatement Funds to be deposited
and maintained in the Rent Abatement Reserve Account, provided that so long as there is not existing any Default, Borrower shall have the right to withdraw (a) Rent Abatement Funds from the Rent Abatement Reserve Account: 

(1)     once each calendar month (beginning the month of November, 2017) in an amount equal to the sum of:

 (a)    (i) the amount of Rent Abatement Funds originally deposited and allocable to Suite 200,
multiplied by (ii) a fraction, (x) the numerator of which is 1, and (y) the denominator of which is the number of months in the Suite 200 Rent Abatement Period; 

  
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 (b)    (i) the amount of Rent Abatement Funds originally
deposited and allocable to Suite 220, multiplied by (ii) a fraction, (x) the numerator of which is 1, and (y) the denominator of which is the number of months in the Suite 220 Rent Abatement Period; and 

(2)    any Rent Abatement Funds remaining in the Rent Abatement Reserve Account at the expiration of the
Suite 220 Rent Abatement Period. 
 7.2    Negative Covenants. 

(A)    Borrower will not change its name, enter into any merger, consolidation, liquidation, reorganization or
recapitalization, or dissolve, nor amend nor modify any of its Organizational Documents in any material respect without the consent of Bank. 

(B)    Borrower will not sell, transfer, lease or otherwise dispose of, or enter into any agreement to sell, lease,
transfer, assign or otherwise dispose of the Collateral, except for Permitted Leases and Other Transfers of Collateral. 

(C)    Borrower will not declare or pay any dividends, or make any other payment or distribution to any of its Equity
Owners, if such payment or distribution would otherwise give rise to a Default. 
 (D)    Borrower will not become
liable, directly or indirectly, as guarantor or otherwise for any obligation of any Third Party (which does not include rent abatements or deferred maintenance credits from Seller) in an amount exceeding (i) $250,000.00 for tenant improvements with
respect to the Women’s Clinic, $125,000.00 for tenant improvements with respect to the Surgical Center, and (ii) $10,000.00 in the aggregate for any other purpose. 

(E)    Borrower will not incur, create, assume, or permit to exist any Indebtedness except: 

(1)    The Loan; 

(2)    The Existing Indebtedness; 

(3)    Indebtedness otherwise expressly permitted under the terms of this Agreement or any other Loan
Document, if any; and 
 (4)    Indebtedness incurred in Borrower’s Ordinary Course of Business, so
long as such Indebtedness is either Unsecured Indebtedness or Indebtedness secured by a Permitted Lien. 

  
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 (F)    Borrower will not permit any material changes to the Ground Lease or
any Assigned Lease, unless there is first obtained the prior written approval of Bank. 
 (G)    Borrower will not
permit any material changes to the form of tenant lease to be used in connection with the leasing of the Project, unless there is first obtained the prior written approval of Bank. 

(H)    Borrower will not, without Bank’s prior written consent, issue, redeem, purchase or retire any of its Equity
Interests or grant or issue any warrant, right or option pertaining thereto or any other security convertible into any of the foregoing, nor otherwise permit any voluntary transfer, sale, redemption, retirement, or other change in the ownership of
any Equity Interests of Borrower by the owners of such Equity Interests if the same would result in a Change in Control. 

(I)    Borrower will not furnish Bank any certificate or other document that will contain any untrue statement of material
fact or that will omit to state a material fact necessary to make it not misleading in light of the circumstances under which it was furnished. 

(J)    Borrower will not, directly or indirectly, apply any part of the proceeds of the Loan to the purchasing or carrying
of any “margin stock” within the meaning of Regulation T, Regulation U, or Regulation X, or any regulations, interpretations or rulings thereunder. 

(K)    Borrower will not treat, store, handle, discharge, or dispose of any Hazardous Materials, Petroleum Products, or
Solid Wastes except in compliance with all Environmental Laws. 
 (L)    Borrower will not mortgage, assign, pledge or
grant any mortgage, security interest, or other right in any Collateral to any Person other than Bank and under Permitted Liens, nor permit any Lien to attach to any Collateral or any levy to be made thereon or any financing statement (other than
those of Bank or as may be filed with regard to the Permitted Liens) to be on file in any public office with respect to any of the Collateral. 

  
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 7.3    Insurance and Condemnation Covenants. 

(A)    Borrower will obtain and maintain, or cause to be obtained and maintained, at all times while Borrower is indebted
to Bank, at Borrower’s sole expense: (a) the Title Insurance Policy; (b) “special perils” insurance with respect to all insurable property comprising the Project, against loss or damage by fire, lightning, windstorm, explosion,
hail, tornado and such hazards as are presently included in so-called “special perils” coverage, in an amount not less than 100% of the full replacement cost, including the cost of debris removal but
exclusive of costs and expenses as would not be re-incurred in the event of a loss, without deduction for depreciation and sufficient to prevent Bank and Borrower from becoming a coinsurer, (c) with
respect to any construction on the Land Project, builder’s risk insurance for all Improvements under construction, on a 100% completed value (replacement cost) form and must include perils covered under a special causes of loss form and
include, without limitation, costs of demolition and increased cost of construction; and (d) such other insurance on the Project as may from time to time be required by Bank (including, but not limited to, boiler and machinery insurance,
earthquake insurance, and terrorism insurance) against insurable hazards or casualties which at the time are commonly insured against in the case of premises similarly situated, due regard being given to the height, type, construction, location, use
and occupancy of buildings and improvements. All insurance policies shall be issued and maintained by insurers, in amounts, with deductibles, and in form reasonably satisfactory to Bank, and shall require not less than thirty (30) days’
prior written notice to Bank of any cancellation or change of coverage. All insurance policies maintained, or caused to be maintained, by Borrower with respect to the Project, except for public liability insurance, shall contain a standard “non-contributory mortgagee” endorsement or its equivalent relating, among other things, to recovery by Bank notwithstanding the negligent or willful acts or omissions of Borrower. If any insurer which has
issued a policy of title, hazard, liability or other insurance required pursuant to this Agreement or any other Loan Document becomes insolvent or the subject of any Bankruptcy, receivership or similar proceeding or if in Bank’s reasonable
opinion the financial responsibility of such insurer is or becomes inadequate, Borrower shall, in each instance promptly upon the request of Bank and at Borrower’s expense, obtain and deliver to Bank a like policy (or, if and to the extent
permitted by Bank, a certificate of insurance) issued by another insurer, which insurer and policy meet the requirements of this Agreement or such other Loan Documents, as the case may be. A satisfactory certificate of insurance of each initial
insurance policy shall be delivered to Bank at the time of execution of this Agreement, with premiums fully paid. Upon renewal or substitution of such insurance policies, certificates of insurance evidencing such renewal or substitution shall be
delivered to Bank as promptly as possible, but in no event later than three (3) Business Days after the expiration date of the policy it renews or replaces (and, upon request of Bank, Borrower shall also deliver copies of such renewed or
substituted insurance policies). If the insurance required by this Agreement shall be effected by a blanket or umbrella policies, Borrower shall furnish to Bank copies of policies, redacting any information regarding unrelated properties or insured
parties (unless such blanket policy is comprised of multiple insurers then Borrower shall provide a duplicate copy of the lead insurance carrier policy, subject to all other policies following the same form as the lead), with schedules attached
thereto showing the amount of the insurance provided under such policies which is applicable to the Project. 

  
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 Borrower shall pay all premiums on policies required hereunder as they become due and payable and
promptly deliver to Bank evidence satisfactory to Bank of the timely payment thereof. In the event Borrower fails to provide, maintain, keep in force or deliver and furnish to Bank the insurance required by this Section, upon three (3) Business
Days prior written notice from Bank to Borrower to comply, Bank may procure such insurance or single-interest insurance for such risks covering Bank’s interest, and Borrower will pay all premiums thereon promptly upon demand by Bank. Until such
payment is made by Borrower, the amount of all such premiums shall be added to and become part of the Obligations. If any loss occurs at any time when Borrower has failed to perform Borrower’s covenants and agreements in this Section, Bank
shall nevertheless be entitled to the benefit of all insurance covering the loss and held by or for Borrower, to the same extent as if it had been made payable to Bank. Upon any foreclosure of the Mortgage or transfer of title to the Project in
extinguishment of the whole or any part of the Loan or any other amounts owing by Borrower to Bank, all of Borrower’s right, title and interest in and to all proceeds payable thereunder shall thereupon vest in the purchaser at foreclosure or
other such transferee, to the extent permissible under such policies. After the occurrence of an Event of Default or in case of any loss in excess of $500,000.00, Bank shall have the right (but not the obligation) to make proof of loss for, settle
and adjust any claim under, and receive the proceeds of, all insurance for loss of or damage to the Project, and the expenses incurred by Bank in the adjustment and collection of insurance proceeds shall be added to and become part of the
Obligations and shall be due and payable to Bank on demand. Bank shall not be, under any circumstances (other than Bank’s gross negligence or willful misconduct), liable or responsible for failure to collect or exercise diligence in the
collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to Borrower. Any such proceeds received by Bank shall be applied and disbursed
as provided in this Agreement. Borrower appoints Bank as Borrower’s attorney in fact to cause the issuance of or an endorsement of any policy and to otherwise bring Borrower into compliance with the provisions of this Section and to make any
claim for, receive payment for, and execute and endorse any documents, checks or other instruments in payment for loss, theft, or damage under any such insurance policy. 

(B)    Subject to the provisions of the immediately succeeding paragraph and paragraph (F) below, after deducting
from any casualty insurance proceeds all of its expenses incurred in the collection and administration of such sums, including Attorneys’ Fees, Bank shall apply the same at its option (i) to the payment of the Obligations, whether or not
due and in whatever order Bank elects (in which case a portion of or the entire Obligations shall, at Bank’s option, immediately become due and payable), (ii) to the repair and/or restoration of the Improvements, or (iii) for any other
purposes or objects for which Bank is entitled to advance funds under any Loan Document, all without affecting Bank’s Lien, and any balance of such monies then remaining shall be paid to Borrower or the Person lawfully entitled thereto. 

(C)    Notwithstanding the foregoing, if no Event of Default has occurred (and if there shall then be no event which with
the passage of time and/or giving of notice would constitute an Event of Default), then Borrower shall have the right to settle, adjust or compromise any claim for Damage if the total amount of such claim is less than $500,000.00, provided that
Borrower promptly uses the full amount of such insurance proceeds for Restoration of the Damage and provides evidence thereof to Bank in a manner acceptable to Bank. If Borrower receives any insurance proceeds for the Damage, then Borrower shall
promptly deliver the proceeds to Bank. 

  
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 (D)    If all or any material portion of the Project shall be damaged or
taken through condemnation (which term shall include any damage or taking by any Governmental Authority and any transfer by private sale in lieu thereof), either temporarily or permanently, other than a taking for the purpose of widening existing
roads bordering the Land or for utility easements or any other similar purpose which does not adversely affect access or the use of the Project for its intended purposes, then a portion of or the entire Obligations shall, at the option of Bank,
immediately become due and payable. Borrower, immediately upon obtaining knowledge of the institution, or the proposed, contemplated or threatened institution of any action or proceeding for the taking through condemnation of the Project or any part
thereof will notify Bank, and Bank is hereby authorized, at its option, to commence, appear in and prosecute, through counsel selected by Bank, any action or proceeding relating to any condemnation. Borrower may compromise or settle any claim for
compensation; but shall not make any compromise or settlement for an award unless all of the Obligations are paid and satisfied in full, without the prior written consent of Bank; such compensation, awards, damages, claims, rights of action and
proceeds and the right thereto are hereby assigned by Borrower to Bank, and Bank is authorized, at its option, to collect and receive all such compensation, awards or damages and to give proper receipts and acquittances therefor without any
obligation to question the amount of any such compensation, awards or damages; and after deducting from said condemnation proceeds all of its expenses incurred in the collection and administration of such sums, including Attorneys’ Fees, the
net proceeds shall be dealt with by Bank in accordance with, and subject to, the same terms and conditions as set forth in Paragraph (B) or Paragraph (C), as applicable, of Section 7.3 hereof as if the condemnation proceeds were insurance
proceeds and as if the date the condemnation proceeds become payable to Borrower was the date of loss. 

7.4    Assigned Document Covenants. 

(A)    Except as may otherwise be expressly provided for in this Agreement, including the immediately following paragraph
(B), Borrower shall (a) observe and perform all the obligations imposed upon Borrower under each Assigned Document; (b) not do, or permit to be done, anything to impair the security of any Assigned Document; (c) promptly send to Bank
copies of each notice of default which Borrower shall send or receive under the Assigned Documents; (d) enforce the performance and observance of the provisions of each Assigned Document; (e) not collect any of the Rents except as set
forth in this Agreement; (f) not subordinate any Assigned Document to any Lien, or permit, consent, or agree to any such subordination without the prior written consent of Bank; (g) not alter, modify or change, in any material respect, the
terms of any Assigned Document, nor give any consent to exercise any option required or permitted by such terms (to the extent such consent is required) without the prior written consent of Bank in each such case; (h) not cancel or terminate
any Assigned Document, or accept a surrender of any Assigned Document; (i) not convey or transfer, and shall not suffer or permit a conveyance or transfer of, the Mortgaged Property, or of any interest in the Mortgaged Property, so as to affect
directly or indirectly, approximately or remotely, a merger of the estates and rights of, or a termination or diminution of the obligations of any other party to and under any Assigned Lease; (j) not alter, modify or change, in any material
respect, the terms of any guaranty of any Assigned Document, and shall not cancel or terminate any such guaranty, without the prior written consent of Bank in each such case; (k) not consent to any assignment of, or subletting under, any
Assigned Lease (to the extent such consent is required) without the prior written consent of Bank; (l) at Bank’s request, execute any documentation confirming the assignment and transfer to Bank of each Assigned Document; and
(m) execute and deliver, at the request of Bank, all other further assurances, confirmations and assignments in the Assigned Documents as Bank shall, from time to time, reasonably require in order to evidence or secure the rights of Bank
hereunder. 

  
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 (B)    Notwithstanding the provisions of the immediately preceding paragraph
(A), so long as there shall not exist any Event of Default, then Borrower shall have the revocable license to continue to operate and manage the Project in Borrower’s Ordinary Course of Business and in connection therewith, take such actions
with respect to the Assigned Documents and enter into such agreements and exercise (or refrain from exercising) all its rights and perform its obligations under the Assigned Documents (so long as the same does not otherwise give rise to an Default),
including the right to collect each payment of Rents at the time provided in the applicable Assigned Lease for such payment, it being understood and agreed that if any law exists requiring Bank to take actual possession of the Land or Improvements
(or some action equivalent to taking possession of the Land or Improvements (such as securing the appointment of a receiver) for Bank to “perfect” or “activate” the rights and remedies of Bank as provided in this Agreement or any
other Loan Document, Borrower waives the benefit of such law. Upon the occurrence of any Event of Default, (i) the license granted herein shall immediately and automatically cease and terminate and shall be void and of no further force or
effect, and (ii) Bank shall immediately be entitled to possession of all Rents (whether or not Bank enters upon or takes control of all or any portion of the Collateral). 

7.5    Escrow Deposits. At the option of Bank and further to secure the payment of taxes, assessments, other
charges, and insurance premiums applicable or attributable to the Mortgaged Property, Borrower shall upon request of Bank following a Default deposit with Bank, on the first day of each month, such amounts as, in the reasonable estimation of Bank,
shall be necessary to pay such taxes, assessments, charges and premiums as they become due; said deposits to be held and to be used by Bank to pay such taxes, assessments, charges and premiums as the same accrue and are payable. Payment from said
sums for said purposes shall be made by Bank at its discretion and may be made even though such payments will benefit subsequent owners of the Mortgaged Property. Said deposits shall not be, nor be deemed to be, trust funds, but may be, to the
extent permitted by applicable Law, commingled with the general funds of Bank, and no interest shall be payable in respect thereof. If said deposits are insufficient to pay the taxes and assessments, insurance premiums and other charges in full as
the same become payable, Borrower will deposit with Bank such additional sum or sums as may be required in order for Bank to pay such taxes and assessments, insurance premiums and other charges in full. Upon any Event of Default, Bank may, at its
option, apply any money in the fund relating from said deposits to the payment of the Obligations in such manner as it may elect. 

7.6    Filing Fees and Taxes. Borrower covenants and agrees to pay all recording and filing fees, revenue stamps,
taxes and other expenses and charges payable in connection with the execution and delivery to Bank of this Agreement and the other Loan Documents, and the recording, filing, satisfaction, continuation and release of any financing statements or other
instruments filed or recorded in connection herewith or therewith. 

  
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 7.7    Further Assurances. Borrower covenants and agrees that, at
Borrower’s cost and expense, upon request of Bank, Borrower shall duly execute and deliver, or cause to be duly executed and delivered, to Bank such further instruments and do and cause to be done such further acts as may be reasonably
necessary or proper in the opinion of Bank or its counsel to carry out more effectively the provisions and purposes of this Agreement. 

7.8    Qualified ECP Keepwell. Borrower shall cause each Borrower Party which is a Qualified ECP Guarantor
to provide such funds or other support as may be needed from time to time by each other Borrower Party to honor all of such Borrower Party’s obligations under its Guaranty in respect of Swap Obligations (provided, however, that each Qualified
ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section or otherwise under its Guaranty hereunder, as it relates to such other
Borrower Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall be the joint and several, absolute,
unconditional and irrevocable obligation of each Qualified ECP Guarantor, and shall remain in full force and effect until (i) payment in full of the Obligations (including termination of all transactions outstanding under any Bank Swap
Documents and payment in full of all amounts payable thereunder), and (ii) Bank is no longer obligated to extend credit to or for the benefit of Borrower under this Agreement. Each Qualified ECP Guarantor intends that this Section constitute,
and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Borrower Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

ARTICLE VIII 
  

	8.	DEFAULT 

 8.1    Events of Default. The occurrence of any one or more
of the following events shall constitute an Event of Default hereunder: 
 (A)    Borrower shall fail to pay
(i) any installment of principal or interest payable to Bank hereunder or under any other Loan Document within ten (10) days of the date the same becomes due, or (ii) any other amount payable to Bank hereunder or under any other Loan
Document within ten (10) days of written notice by Bank. 
 (B)    Borrower Party shall fail to observe or perform
any other obligation, condition or covenant to be observed or performed by it hereunder or under any of the Loan Documents, and if the same is a Curable Default, such failure shall continue for thirty (30) days (or such longer period up to
ninety (90) days if such failure is not capable of being cured within thirty (30) days, provided that Borrower Party has commenced and continues to diligently pursue cure of such failure) after: 

(1)    Notice of such failure from Bank; or 

  
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 (2)    The date Borrower should have notified Bank pursuant
to the provisions hereof or any other Loan Document. 
 (C)    At Bank’s election and upon ten (10) days’
prior written notice from Bank to Borrower, the occurrence of any default or event of default by Borrower under the Ground Lease that is not cured within any applicable cure or grace period and/or the termination of the Ground Lease. 

(D)    Borrower shall fail to maintain the Debt Service Coverage Requirement and such failure shall continue for thirty
(30) days after notice of such failure from Bank (provided that Borrower may prepay a portion of the Loan or deposit cash collateral with Bank during such thirty-day period in order to cause the Debt
Service Coverage Requirement to be met (the amount of such cash collateral to be deducted from the principal amount of the Loan outstanding for purposes of computation of Debt Service Coverage, and Bank agrees to release all or a portion of such
cash collateral upon request of Borrower, provided that at the time of the release there is not existing any Default and the Debt Service Coverage Requirement is satisfied after taking into account such release of such cash collateral). 

(E)    The validity or enforceability of this Agreement or any Loan Document shall be contested by any Borrower Party,
and/or any Borrower Party shall deny that it has any or further liability or obligation hereunder or thereunder. 

(F)    The failure of Borrower or any member or manager of Borrower to comply in all material respects with any covenants
or agreements set forth in any Organizational Document of Borrower, including the covenants and agreements set forth in Section 9 of the Limited Liability Company Agreement of Borrower. 

(G)    Except as permitted herein, assignment or attempted assignment by Borrower of this Agreement, any rights hereunder,
or any Advance to be made hereunder. 
 (H)    Except as otherwise permitted herein, the transfer of Borrower’s
interest in, or rights under, this Agreement by operation of law or otherwise, including, without limitation, such transfer by Borrower as debtor in possession under the Bankruptcy Code, or by a trustee for Borrower under the Bankruptcy Code, to any
Third Party, whether or not the obligations of Borrower under this Agreement are assumed by such Third Party. 

(I)    The institution of a foreclosure or other possessory action against the Collateral or any part thereof. 

  
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 (J)    Substantial damage to, or partial or total destruction of, the
Improvements by fire or other casualty or the taking of any of the Mortgaged Property, temporarily or permanently, by eminent domain, and Borrower’s failure to restore, repair, replace, or rebuild the Improvements as and when required under the
terms of any Loan Document (unless attributable to Bank’s failure to comply with the release of casualty proceeds as provided in Section 7.3(C) hereof). 

(K)    The dissolution of Borrower or any Change in Control. 

(L)    Any financial statement, representation, warranty or certificate made or furnished by any Borrower Party to Bank in
connection with this Agreement, or as inducement to Bank to enter into this Agreement, or in any separate statement or document to be delivered hereunder to Bank, shall be materially false, incorrect, or incomplete when made. 

(M)    Any Material Adverse Change which is not remedied within thirty (30) days after written notice to Borrower
thereof or, if the condition cannot be fully remedied within said thirty (30) days, substantial progress, in the opinion of Bank, has not been made within said thirty (30) days toward remedy of the condition. 

(N)    Proceedings in Bankruptcy, or for reorganization of Borrower, or for the readjustment of any of its debts, under
the Bankruptcy Code, as amended, or any part thereof, or under any other Laws, whether state or federal, for the relief of debtors, now or hereafter existing, shall be commenced by Borrower, or shall be commenced against Borrower and shall not be
discharged within sixty (60) days of commencement. 
 (O)    A receiver or trustee shall be appointed for Borrower
or for any substantial part of its assets, or any proceedings shall be instituted for the dissolution or the full or partial liquidation of Borrower, and such receiver or trustee shall not be discharged within thirty (30) days of his
appointment, or such proceedings shall not be discharged within sixty (60) days of its commencement, or Borrower shall discontinue business or materially change the nature of its business. 

(P)    Borrower shall suffer final judgments for payment of money aggregating in excess of $50,000.00 and shall not
discharge the same within a period of thirty (30) days unless, pending further proceedings (including appeals), execution has not been commenced or if commenced has been effectively stayed. 

(Q)    A judgment creditor of Borrower shall obtain possession of any of the Collateral by any means, including, without
limitation, levy, distraint, replevin or self-help. 
 (R)    There shall occur any default, event of default or
termination event under any Bank Swap Document for which Borrower Party is a defaulting party or an affected party. 
 Provided that with
respect to any of the foregoing, such Event of Default will be deemed to have occurred upon the occurrence of such event Without Notice if Bank is prevented from giving notice by Bankruptcy or other applicable Law. 

  
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 8.2    No Advances After Default. Upon the occurrence and during the
continuance of any Default, and notwithstanding any provision contained herein or in any other Loan Document to the contrary, Bank shall have the absolute right to refuse to make, and shall be under no obligation to make, any further Advances. 

8.3    Acceleration. All Obligations shall, at the option of Bank, become immediately due and payable, Without
Notice, upon the occurrence of an Event of Default without further action of any kind. 
 8.4    General
Remedies. Upon the occurrence of any Event of Default, Bank shall have, in addition to the rights and remedies given it by this Agreement and the other Loan Documents, all those allowed by all applicable Laws as enacted in any Jurisdiction in
which any Collateral may be located. Without limiting the generality of the foregoing, Bank may immediately, Without Notice, sell at public or private sale or otherwise realize upon, the whole or, from time to time, any part of the Collateral, or
any interest which Borrower may have therein. 
 8.5    Bank’s Additional Rights and Remedies. Upon the
occurrence of any Event of Default and except as may otherwise be prohibited or expressly provided for to the contrary under applicable Law, in addition to any rights or remedies Bank may otherwise have under this Agreement, any other Loan
Documents, or under applicable Laws, Bank shall have the right, Without Notice, to take any or all of the following actions at the same or different times: 

(A)    To cancel Bank’s obligations arising under this Agreement; 

(B)    To institute appropriate proceedings to specifically enforce performance of the terms and conditions of this
Agreement; 
 (C)    To appoint or seek appointment of a receiver, Without Notice and without regard to the solvency of
Borrower or the adequacy of the security, for the purpose of preserving the Collateral, preventing waste, and to protect all rights accruing to Bank by virtue of this Agreement and the other Loan Documents. All expenses incurred in connection with
the appointment of such receiver, or in protecting or preserving, shall be charged against Borrower and shall be secured by Bank’s Lien and enforced as a Lien against the Collateral; 

(D)    To proceed to perform any and all of the duties and obligations and exercise all the rights and remedies of
Borrower contained in the Assigned Documents as fully as Borrower could itself; and 
 (E)    To take possession of the
Mortgaged Property and/or the Rents and have, hold, manage, lease and operate the Mortgaged Property on such terms and for such period of time as Bank may in its discretion deem proper, and, either with or without taking possession of the Mortgaged
Property in Bank’s own name: 
 (1)    Make any payment or perform any act which Borrower has failed
to make or perform, in such manner and to such extent as Bank may deem necessary to protect the security provided for in this Agreement, or otherwise, including without limitation, the right to appear in and defend any action or proceeding
purporting to affect the security provided for in this Agreement, or the rights or powers of Bank; 

  
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 (2)    Lease the Mortgaged Property or any portion thereof in
such manner and for such Rents as Bank shall determine in its discretion; or 
 (3)    Demand, sue for,
or otherwise collect and receive from all Persons all Rents, including those past due and unpaid, with full power to make from time to time all alterations, renovations, repairs or replacements of and to the Mortgaged Property (or any part thereof)
as may seem proper to Bank and to apply the Rents to the payment of (in such order of priority as Bank, in its discretion, may determine): 

(a)    All expenses of managing the Mortgaged Property, including, without limitation, the salaries, fees
and wages of a managing agent and such other employees as Bank may deem necessary or desirable; 

(b)    All taxes, charges, claims, assessments, water rents, sewer rents, and any other liens, and premiums
for all insurance which Bank may deem necessary or desirable, and the cost of all alterations, renovations, repairs, or replacements, and all expenses incidental to taking and retaining possession of the Mortgaged Property; 

(c)    All or any portion of the Loan; and/or 

(d)    All costs and Attorneys’ Fees incurred in connection therewith. 

In connection with the foregoing, Borrower hereby authorizes and directs each party to any Assigned Document (other than Borrower), upon receipt from Bank of
written notice to the effect that an Event of Default exists, to perform all of its obligations under the Assigned Document as directed by Bank, and to continue to do as so directed until otherwise notified by Bank. 

8.6    Right of Set-Off. Upon the occurrence of any Event of Default, Bank
may, and is hereby authorized by Borrower, at any time and from time to time, to the fullest extent permitted by applicable Laws, and Without Notice to Borrower, set-off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and any other indebtedness at any time owing by Bank to, or for the credit or the account of, Borrower against any or all of the Obligations of Borrower now or hereafter existing
whether or not such Obligations have matured and irrespective of whether Bank has exercised any other rights that it has or may have with respect to such Obligations, including without limitation any acceleration rights. The aforesaid right of set-off may be exercised by Bank against Borrower or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of the creditors, receiver, or execution, judgment or attachment creditor of
Borrower, or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of
set-off shall not have been exercised by Bank prior to the making, filing or issuance, or service upon Bank of, or of notice of, any such petition; assignment for the benefit of creditors; appointment or
application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Bank agrees to promptly notify Borrower after any such set-off and application, provided that the failure to
give such notice shall not affect the validity of such set-off and application. The rights of Bank under this Section are in addition to the other rights and remedies (including, without limitation, other
rights of set-off) which Bank may have. 

  
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 8.7    No Limitation on Rights and Remedies. The enumeration of the
powers, rights and remedies in this Article shall not be construed to limit the exercise thereof to such time as an Event of Default occurs if, under applicable Law or any other provision of this Agreement or any other Loan Document, Bank has any of
such powers, rights and remedies regardless of whether an Event of Default has occurred, and any limitation contained herein or in any of the other Loan Documents as to Bank’s exercise of any power, right or remedy for a period of time only
during the continuance of an Event of Default shall only be applicable at such time as Bank shall have actual knowledge that such Event of Default is no longer continuing and for a reasonable time thereafter as may be necessary for Bank to cease the
exercise of such powers, rights and remedies (it being expressly understood and agreed that until such time as Bank shall obtain such knowledge and after the expiration of such reasonable time, Bank shall have no liability whatsoever for the
commencement of or continuing exercise of any such power, right or remedy). 
 8.8    Application of Proceeds.
Except as otherwise expressly required to the contrary by applicable Law, the provisions hereof or any other Loan Document, the net cash proceeds resulting from the exercise of any of the rights and remedies of Bank under this Agreement, after
deducting all charges, expenses, costs and Attorneys’ Fees relating thereto, shall be applied by Bank to the payment of the Obligations, whether due or to become due, in such order and in such proportions as Bank may elect; and Borrower shall
remain liable to Bank for any deficiency ; provided, however, that no proceeds realized from any Guaranty or Collateral of a Borrower Party who is not a Qualified ECP Guarantor shall be applied to the payment of Swap Obligations that constitute
Obligations. 
 ARTICLE IX 
  

	9.	MISCELLANEOUS. 

 9.1    Termination of Bank’s Lien. This
Agreement and Bank’s Lien shall terminate upon payment and performance in full of all Obligations (provided that Bank is no longer is obligated to extend credit to Borrower hereunder), and Bank agrees to promptly provide a written termination
or satisfaction agreement at or after such time upon written request of Borrower. Except as otherwise expressly provided for in this Agreement, no termination of this Agreement shall in any way affect or impair the representations, warranties,
agreements, covenants, obligations, duties and Obligations of Borrower or the powers, rights, and remedies of Bank under this Agreement with respect to any transaction or event occurring prior to such termination, all of which shall survive such
termination. 

  
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 9.2    Construction. The provisions of this Agreement shall be in
addition to those of any other Loan Document and any guaranty, pledge or security agreement, mortgage, deed of trust, security deed, note or other evidence of liability given by any Borrower Party to or for the benefit of any Bank Party with respect
to the Loan, all of which shall be construed as complementary to each other, and all existing liabilities and obligations of any Borrower Party to any Bank Party with respect to the Loan and any Liens heretofore granted to or for the benefit of any
Bank Party with respect to the Loan shall, except and only to the extent expressly provided herein to the contrary, remain in full force and effect, and shall not be released, impaired, diminished, or in any other way modified or amended as a result
of the execution and delivery of this Agreement or any other Loan Document or by the agreements and undertaking of any Borrower Party contained herein and therein. Nothing herein contained shall prevent any Bank Party from enforcing any or all other
notes, guaranties, pledges or security agreements, mortgages, deeds of trust, or security deeds in accordance with their respective terms. In the event of a conflict between any of the provisions of this Agreement or any of the other Loan Documents,
the terms and provisions of this Agreement shall control. There are no third party beneficiaries to this Agreement or any other Loan Document. 

9.3    Indemnity. Borrower hereby agrees to indemnify Bank Parties and their respective officers, directors,
agents, and attorneys against, and to hold Bank Parties and all such other Persons harmless from all Default Costs, which indemnification is in addition to, and not in derogation of, any statutory, equitable, or common law right or remedy Bank
Parties may have for breach of representation, warranty, statement or covenant or otherwise may have under any of the Loan Documents. This agreement of indemnity shall be a continuing agreement and shall survive payment of the Loan and termination
of this Agreement. 
 9.4    Bank’s Consent or Approval. 

(A)    Except where otherwise expressly provided in the Loan Documents, in any instance where any matter or thing is
required to be “satisfactory” to Bank or to Bank’s “satisfaction”, or in Bank’s “discretion” and/or where the approval, consent, or the exercise of Bank’s judgment or discretion is otherwise required or
permitted, the granting or denial of such approval or consent and the exercise of such judgment or discretion shall be (a) within the sole and absolute discretion of Bank; and (b) deemed to have been given only by a specific writing
intended for the purpose given and executed by Bank. 

  
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 (B)    Notwithstanding any approvals or consents by Bank, Bank has no
obligation or responsibility whatsoever for the adequacy, form or content of any contract, any lease, or any other matter incident to the Project. Any inspection or audit of the Project or the Records of Borrower, or the procuring of documents and
financial and other information, by or on behalf of Bank shall be for Bank’s protection only, and shall not constitute any assumption of responsibility to Borrower or anyone else with regard to the condition, maintenance or operation of the
Project, or relieve Borrower of any of Borrower’s obligations. Bank has no duty to supervise or to inspect the Project nor any duty of care to Borrower or any other Person to protect against, or inform Borrower or any other Person of, the
existence of negligent, faulty, inadequate or defective design or construction of the Project. 
 9.5    Enforcement
and Waiver by Bank. Bank shall have the right at all times to enforce the provisions of this Agreement and each of the other Loan Documents in strict accordance with the terms hereof and thereof, notwithstanding any conduct or custom on the part
of Bank in refraining from so doing at any time or times. The failure of Bank at any time or times to enforce its rights under such provisions, strictly in accordance with the same, shall not be construed as having created a custom in any way or
manner contrary to specific provisions of this Agreement or as having in any way or manner modified or waived the same. All rights and remedies of Bank are cumulative and concurrent and the exercise of one right or remedy shall not be deemed a
waiver or release of any other right or remedy. 
 9.6    Expenses of Bank. Borrower will, on demand, reimburse
Bank for all expenses incurred by Bank in connection with the preparation, amendment, modification or enforcement of this Agreement and the other Loan Documents and/or in the collection of any amounts owing from Borrower or any other Person to Bank
under this Agreement or any other Loan Document and, until so paid, the amount of such expenses shall be added to and become part of the Obligations. 

9.7    Attorneys’ Fees. If at any time or times hereafter Bank employs counsel to advise or provide other
representation with respect to this Agreement, any Loan Document, or any other agreement, document or instrument heretofore, now or hereafter executed by any Borrower Party and delivered to Bank with respect to the Obligations, or to commence,
defend or intervene, file a petition, complaint, answer, motion or other pleadings or to take any other action in or with respect to any suit or proceeding relating to this Agreement, any Loan Document, or any other agreement, instrument or document
heretofore, now or hereafter executed by any Borrower Party and delivered to Bank with respect to the Obligations, or to represent Bank in any litigation with respect to the affairs of any Borrower Party, or to enforce any rights of Bank or
obligations of any Borrower Party or any other Person which may be obligated to Bank by virtue of this Agreement, any Loan Document, or any other agreement, document or instrument heretofore, now or hereafter delivered to Bank by or for the benefit
of Borrower with respect to the Obligations, or to collect from Borrower any amounts owing hereunder, then in any such event, all of the Attorneys’ Fees incurred by Bank arising from such services and any expenses, costs and charges relating
thereto shall constitute additional obligations of Borrower payable on demand and, until so paid, shall be added to and become part of the Obligations. 

  
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 9.8    Exclusiveness. This Agreement and the other Loan Documents are
made for the sole protection of Borrower Parties and Bank, and Bank’s successors and assigns, and no other Person shall have any right of action hereunder. 

9.9    Notices. Any notices or consents required or permitted by this Agreement shall be in writing and shall be
deemed delivered if delivered in person or if sent by certified mail, postage prepaid, return receipt requested, or by nationally-recognized overnight courier service (such as Federal Express), as follows, unless such address is changed by written
notice hereunder: 
 (A)    If to Borrower: 

CHP II Overland Park KS MOB Owner, LLC 

c/o CNL Healthcare Properties II, Inc. 

450 South Orange Avenue 

Orlando, Florida 32801 

Attention: Chief Financial Officer and Assistant General Counsel 

with copy to: 
 Peter
L. Lopez, Esq. 
 Lowndes, Drosdick, Doster, Kantor & Reed, P.A. 

215 North Eola Drive 
 Orlando,
Florida 32801 
 (B)    If to Carveout Guarantor: 

CNL Healthcare Properties II, Inc. 

450 South Orange Avenue 

Orlando, Florida 32801 

Attention: Chief Financial Officer and Assistant General Counsel 

with copy to: 
 Peter
L. Lopez, Esq. 
 Lowndes, Drosdick, Doster, Kantor & Reed, P.A. 

215 North Eola Drive 
 Orlando,
Florida 32801 
 (C)    If to Bank: 

Synovus Bank 
 800 Shades Creek
Parkway 
 Birmingham, Alabama 35209 

Attention: Eric Smith 
 Email:
EricSmith@Synovus.com 
 with a copy to: 

Ray D. Gibbons, Esq. 
 Gibbons
Law LLC 
 100 Corporate Parkway, Suite 125 

Birmingham, Alabama 35242 

Rgibbons@gibbonsawllc.com 

  
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 9.10    Waiver and Release by Borrower. Unless and only to the extent
as may be expressly limited or prohibited under applicable Laws or as provided for herein or in any other Loan Document to the contrary, Borrower (A) waives protest of all commercial paper at any time held by Bank on which Borrower is any way
liable; (B) waives notice of acceleration and of intention to accelerate; (C) waives notice and opportunity to be heard, after acceleration, before exercise by Bank of the remedies of self-help,
set-off, or of other summary procedures permitted by any applicable Laws or by any agreement with Borrower, and except where required hereby or by any applicable Laws which requirement cannot be waived, notice
of any other action taken by Bank; and (D) releases Bank Parties and their respective officers, attorneys, agents and employees from all claims for loss or damage caused by any act or omission on the part of any of them except willful
misconduct. 
 9.11    Limitation on Waiver of Notice, Etc. Notwithstanding any provision of this
Agreement to the contrary, to the extent that any applicable Law expressly limits any waiver of any right contained herein or in any other Loan Document (including any waiver of any notice or other demand), such waiver shall be ineffective to such
extent. 
 9.12    Participation. Notwithstanding any other provision of this Agreement, Borrower understands and
agrees that Bank may enter into participation or other agreements with Participants whereby Bank will allocate certain percentages of its commitment to them and/or assign all or a portion of its rights and obligations under this Agreement. Borrower
acknowledges and agrees that, for the convenience of all parties, this Agreement is being entered into with Bank only and that its obligations under this Agreement are undertaken for the benefit of, and as an inducement to each such Participant as
well as Bank, and Borrower hereby agrees that, at Bank’s election and if consistent with the terms of any such participation or other agreement, upon notice from Bank to Borrower, each such Participant shall have the same rights and/or
obligations as if it were an original party to this Agreement, subject only to any contrary provision in such participation or other agreement, and Borrower hereby grants to each such Participant, the right to set off deposit accounts maintained by
Borrower with such Participant. Borrower authorizes Bank to disclose financial and other information regarding Borrower to Participants and potential Participants (provided however, that until the occurrence of an Event of Default, Bank agrees to
not disclose such information without prior written notice to Borrower if the recipient of such information is not a financial institution subject to federal or state Laws prohibiting the unlawful disclosure of such information). 

  
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 9.13    Governing Law. This Agreement is entered into and performable
in Jefferson County, Alabama, and the substantive Laws, without giving effect to principles of conflict of laws, of the United States and the State of Alabama shall govern the construction of this Agreement and the documents executed and delivered
pursuant hereto, and the rights and remedies of the parties hereto and thereto, except to the extent that the location of any Collateral in a state or Jurisdiction other than Alabama requires that the perfection of Bank’s Lien under the Loan
Documents, and the enforcement of certain of Bank’s remedies with respect to the Collateral, be governed by the Laws of such other state or Jurisdiction. 

9.14    SUBMISSION TO JURISDICTION; WAIVERS. 

(A)    BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY: 

(1)    SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR
FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF ALABAMA, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE NORTHERN
DISTRICT OF ALABAMA, AND APPELLATE COURTS FROM ANY THEREOF; 
 (2)    CONSENTS THAT ANY SUCH ACTION OR
PROCEEDING MAY BE BROUGHT IN SUCH COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES
NOT TO PLEAD OR CLAIM THE SAME; 
 (3)    AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS SET FORTH IN SECTION 9.9 OR AT SUCH OTHER ADDRESS OF WHICH BANK SHALL HAVE BEEN
NOTIFIED PURSUANT THERETO; AND 
 (4)    AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION. 

  
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 (B)    BORROWER AND BANK HEREBY: 

(1)    IRREVOCABLY AND UNCONDITIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OR
COUNTERCLAIM OF ANY TYPE AS TO ANY MATTER ARISING DIRECTLY OR INDIRECTLY OUT OF OR WITH RESPECT TO THIS AGREEMENT, THE NOTE, ANY OF THE OTHER LOAN DOCUMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH; AND 

(2)    AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY, AND THAT ANY DISPUTE OR CONTROVERSY OF ANY KIND WHATSOEVER BETWEEN THEM SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY. 
 9.15    Binding Effect, Assignment. This Agreement shall inure to the benefit of, and
shall be binding upon, the respective successors and permitted assigns of the parties hereto. Borrower does not have any right to assign any of its rights or obligations hereunder without the prior written consent of Bank. 

9.16    Entire Agreement, Amendments. This Agreement, including the Exhibit hereto, which is hereby incorporated
herein by reference, and the documents executed and delivered pursuant hereto, constitute the entire agreement between the parties, and which may be amended only by a writing signed on behalf of each party. 

9.17    Severability. If any provision of this Agreement, the Note, or any of the other Loan Documents shall be
held invalid under any applicable Laws, such invalidity shall not affect any other provision of this Agreement or such other instrument or agreement that can be given effect without the invalid provision, and, to this end, the provisions hereof are
severable. 
 9.18    Headings. The section and paragraph headings hereof are inserted for convenience of
reference only, and shall not alter, define, or be used in construing the text of such sections and paragraphs. 

9.19    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute but one and the same instrument. 
 9.20    Seal.
This Agreement is intended to take effect as an instrument under seal. 
 * * * * * 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first set forth above. 
  

			
	 CHP II OVERLAND PARK KS MOB OWNER, LLC,

a Delaware limited liability company

		
	By:	 	 /S/ Brett Bryant

	Name:	 	Brett Bryant
	Title:	 	Vice President
	
	 SYNOVUS BANK,
 a Georgia banking
corporation

		
	By:	 	 /S/ Eric Smith

	Name:	 	Eric Smith
	Title:	 	Specialty Healthcare



  
 57