Exhibit 10.1


 





 



 


Credit Agreement


 


Dated as of December 2, 2016


 


among


 


Global Medical REIT L.P.,


as Borrower


 


the Guarantors from time to time
party hereto,


 


the Lenders from time to time
party hereto,


 


and


 


BMO Harris Bank N.A.,


as Administrative Agent


 





 



 


BMO
Capital Markets,


as
Sole Lead Arranger and Sole Book Runner


 




     


     


    

 


Table of Contents


 





	Section	 	Heading	Page
	 	 	 	 
	Section 1.	 	The Credit Facility	1
	 	 	 	 
	Section 1.1.	 	Commitments	1
	Section 1.2.	 	Swing Loans	1
	Section 1.3.	 	Letters of Credit	3
	Section 1.4.	 	Applicable Interest Rates	7
	Section 1.5.	 	Minimum Borrowing Amounts; Maximum Eurodollar Loans	9
	Section 1.6.	 	Manner of Borrowing Loans and Designating Applicable Interest Rates	9
	Section 1.7.	 	Maturity of Loans	11
	Section 1.8.	 	Prepayments	11
	Section 1.9.	 	Default Rate	12
	Section 1.10.	 	Evidence of Indebtedness	12
	Section 1.11.	 	Funding Indemnity	13
	Section 1.12.	 	Commitment Terminations	14
	Section 1.13.	 	Substitution of Lenders	14
	Section 1.14.	 	Defaulting Lenders	14
	Section 1.15.	 	Increase in Commitments	18
	Section 1.16.	 	Extension of Termination Date	18
	 	 	 	 
	Section 2.	 	Fees	19
	 	 	 	 
	Section 2.1.	 	Fees	19
	 	 	 	 
	Section 3.	 	Place and Application of Payments	20
	 	 	 	 
	Section 3.1.	 	Place and Application of Payments	20
	Section 3.2.	 	Account Debit	21
	 	 	 	 
	Section 4.	 	Guaranties	21
	 	 	 	 
	Section 4.1.	 	Guaranties	21
	Section 4.2.	 	Further Assurances	22
	Section 4.3.	 	Depository Bank	22
	 	 	 	 
	Section 5.	 	Definitions; Interpretation	22
	 	 	 	 
	Section 5.1.	 	Definitions	22
	Section 5.2.	 	Interpretation	50
	Section 5.3.	 	Change in Accounting Principles	51
	 	 	 	 
	Section 6.	 	Representations and Warranties	51
	 	 	 	 
	Section 6.1.	 	Organization and Qualification	51


 




     


     


    

 





	Section 6.2.	 	Subsidiaries	51
	Section 6.3.	 	Authority and Validity of Obligations	52
	Section 6.4.	 	Use of Proceeds; Margin Stock	52
	Section 6.5.	 	Financial Reports	53
	Section 6.6.	 	No Material Adverse Change	53
	Section 6.7.	 	Full Disclosure	53
	Section 6.8.	 	Trademarks, Franchises, and Licenses	53
	Section 6.9.	 	Governmental Authority and Licensing	54
	Section 6.10.	 	Good Title	54
	Section 6.11.	 	Litigation and Other Controversies	54
	Section 6.12.	 	Taxes	54
	Section 6.13.	 	Approvals	54
	Section 6.14.	 	Affiliate Transactions	54
	Section 6.15.	 	Investment Company	55
	Section 6.16.	 	ERISA	55
	Section 6.17.	 	Compliance with Laws	55
	Section 6.18.	 	OFAC	56
	Section 6.19.	 	Other Agreements	56
	Section 6.20.	 	Solvency	57
	Section 6.21.	 	No Default	57
	Section 6.22.	 	No Broker Fees	57
	Section 6.23.	 	Condition of Property; Casualties; Condemnation	57
	Section 6.24.	 	Legal Requirements, and Zoning	57
	Section 6.25.	 	REIT Status	57
	 	 	 	 
	Section 7.	 	Conditions Precedent	58
	 	 	 	 
	Section 7.1.	 	All Credit Events	58
	Section 7.2.	 	Initial Credit Event	58
	Section 7.3.	 	Eligible Property Additions and Deletions of Borrowing Base Properties	62
	 	 	 	 
	Section 8.	 	Covenants	63
	 	 	 	 
	Section 8.1.	 	Maintenance of Existence	63
	Section 8.2.	 	Maintenance of Properties	64
	Section 8.3.	 	Taxes and Assessments	64
	Section 8.4.	 	Insurance	64
	Section 8.5.	 	Financial Reports	65
	Section 8.6.	 	Inspection	67
	Section 8.7.	 	Liens	67
	Section 8.8.	 	Investments, Acquisitions, Loans and Advances	68
	Section 8.9.	 	Mergers, Consolidations and Sales	70
	Section 8.10.	 	Maintenance of Subsidiaries	71
	Section 8.11.	 	ERISA	71
	Section 8.12.	 	Compliance with Laws	71


 




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	Section 8.13.	 	Compliance with OFAC Sanctions Programs and Anti-Corruption Laws	72
	Section 8.14.	 	Burdensome Contracts With Affiliates	73
	Section 8.15.	 	No Changes in Fiscal Year	74
	Section 8.16.	 	Formation of Subsidiaries	74
	Section 8.17.	 	Change in the Nature of Business	74
	Section 8.18.	 	Use of Proceeds	74
	Section 8.19.	 	No Restrictions	74
	Section 8.20.	 	Financial Covenants	74
	Section 8.21.	 	Borrowing Base Requirements	75
	Section 8.22.	 	Electronic Delivery of Certain Information	75
	Section 8.23.	 	REIT Status	76
	Section 8.24.	 	Restricted Payments	76
	Section 8.25.	 	Pledge of Equity Interest in Material Subsidiaries	77
	Section 8.26.	 	Post-Closing Covenants	77
	 	 	 	 
	Section 9.	 	Events of Default and Remedies	78
	 	 	 	 
	Section 9.1.	 	Events of Default	78
	Section 9.2.	 	Non-Bankruptcy Defaults	80
	Section 9.3.	 	Bankruptcy Defaults	80
	Section 9.4.	 	Collateral for Undrawn Letters of Credit	81
	 	 	 	 
	Section 10.	 	Change in Circumstances	82
	 	 	 	 
	Section 10.1.	 	Change of Law	82
	Section 10.2.	 	Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR	83
	Section 10.3.	 	Increased Cost and Reduced Return	83
	Section 10.4.	 	Lending Offices	85
	Section 10.5.	 	Discretion of Lender as to Manner of Funding	85
	 	 	 	 
	Section 11.	 	The Administrative Agent	85
	 	 	 	 
	Section 11.1.	 	Appointment and Authority	85
	Section 11.2.	 	Rights as a Lender	85
	Section 11.3.	 	Action by Administrative Agent; Exculpatory Provisions	85
	Section 11.4.	 	Reliance by Administrative Agent	87
	Section 11.5.	 	Delegation of Duties	87
	Section 11.6.	 	Resignation of Administrative Agent; Removal of Administrative Agent	88
	Section 11.7.	 	Non-Reliance on Administrative Agent and Other Lenders	88
	Section 11.8.	 	L/C Issuer and Swing Line Lender	89
	Section 11.9.	 	Hedging Liability and Bank Products Obligations	90
	Section 11.10.	 	Designation of Additional Agents	90
	Section 11.11.	 	Authorization to Enter into, and Enforcement of, the Collateral Documents; Possession of Collateral	91


 




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	Section 11.12.	 	Authorization to Release, Limit or Subordinate Liens or to Release Guaranties	92
	Section 11.13.	 	Authorization of Administrative Agent to File Proofs of Claim	92
	 	 	 	 
	Section 12.	 	Miscellaneous	93
	 	 	 	 
	Section 12.1.	 	Taxes	93
	Section 12.2.	 	Documentary Taxes	97
	Section 12.3.	 	No Waiver, Cumulative Remedies	97
	Section 12.4.	 	Non-Business Days	97
	Section 12.5.	 	Survival of Representations	97
	Section 12.6.	 	Survival of Indemnities	97
	Section 12.7.	 	Sharing of Set-Off	97
	Section 12.8.	 	Notices	98
	Section 12.9.	 	Counterparts; Integration; Effectiveness.	99
	Section 12.10.	 	Successors and Assigns	99
	Section 12.11.	 	Participants	99
	Section 12.12.	 	Assignments	100
	Section 12.13.	 	Amendments	103
	Section 12.14.	 	Headings	104
	Section 12.15.	 	Costs and Expenses; Indemnification	104
	Section 12.16.	 	Set-off	106
	Section 12.17.	 	Entire Agreement	106
	Section 12.18.	 	Waiver of Jury Trial	106
	Section 12.19.	 	Severability of Provisions	106
	Section 12.20.	 	Excess Interest	107
	Section 12.21.	 	Construction	107
	Section 12.22.	 	Lender’s and L/C Issuer’s Obligations Several	107
	Section 12.23.	 	Governing Law; Jurisdiction; Consent to Service of Process	107
	Section 12.24.	 	USA Patriot Act	108
	Section 12.25.	 	Confidentiality	109
	Section 12.26.	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	109
	 	 	 	 
	Section 13.	 	The Guarantees	110
	 	 	 	 
	Section 13.1.	 	The Guarantees	110
	Section 13.2.	 	Guarantee Unconditional	110
	Section 13.3.	 	Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances	111
	Section 13.4.	 	Subrogation	112
	Section 13.5.	 	Waivers	112
	Section 13.6.	 	Limit on Recovery	112
	Section 13.7.	 	Stay of Acceleration	112
	Section 13.8.	 	Benefit to Guarantors	112


 




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	Section 13.9.	 	Guarantor Covenants	112
	Section 13.10.	 	Subordination	113
	Section 13.11.	 	Keepwell	113
	 	 	 	 
	Signature Page	 	 	 


 


	Exhibit A	—	Notice of Payment Request
	Exhibit B	—	Notice of Borrowing
	Exhibit C	—	Notice of Continuation/Conversion
	Exhibit D-1	—	Revolving Note
	Exhibit D-2	—	Swing Note
	Exhibit E	—	Compliance Certificate
	Exhibit F	—	Assignment and Acceptance
	Exhibit G	—	Additional Guarantor Supplement
	Exhibit H	—	Commitment Amount Increase Request
	Exhibit I	—	Borrowing Base Certificate
	Exhibit J-1	—	Form of U.S. Tax Compliance Certificate
	Exhibit J-2	—	Form of U.S. Tax Compliance Certificate
	Exhibit J-3	—	Form of U.S. Tax Compliance Certificate
	Exhibit J-4	—	Form of U.S. Tax Compliance Certificate
	 	 	 
	Schedule 1	—	Commitments
	Schedule 1.1	—	Initial Borrowing Base Properties
	Schedule 1.2	—	Existing Liens
	Schedule 6.2	—	Subsidiaries
	Schedule 6.11	—	Litigation
	Schedule 7.3(b)	—	Eligibility Conditions
	Schedule 8.8	—	Investments


 




    -v- 


     


    

 


Credit Agreement


 


This Credit Agreement
(this “Agreement”) is entered into as of December 2, 2016 by and among Global
Medical REIT L.P., a Delaware limited partnership (the “Borrower”), Global
Medical REIT Inc., a Maryland corporation (the “Parent”
or “Global Medical REIT”), the certain Subsidiaries from time to time party to this Agreement as Guarantors,
the several financial institutions from time to time party to this Agreement, as Lenders, and BMO
Harris Bank N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall
have the same meanings herein as such terms are defined in Section 5.1 hereof.


 


Preliminary Statement


 


The Borrower has requested,
and the Lenders have agreed to extend, certain credit facilities on the terms and conditions of this Agreement.


 


Now,
Therefore, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


		Section 1.	The
                                         Credit Facility.



 


Section 1.1.          Commitments.
Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan or loans (individually
a “Revolving Loan” and collectively for all the Lenders the “Revolving Loans”) in U.S. Dollars
to the Borrower from time to time on a revolving basis up to the amount of such Lender’s Commitment, subject to any reductions
thereof pursuant to the terms hereof, before the Termination Date. The sum of the aggregate principal amount of Revolving Loans,
Swing Loans and L/C Obligations at any time outstanding shall not exceed the lesser of (i) the Commitments of all Lenders
in effect at such time and (ii) the Borrowing Base as then determined and computed. Each Borrowing of Revolving Loans shall
be made ratably by the Lenders in proportion to their respective Percentages. As provided in Section 1.6(a) hereof, the Borrower
may elect that each Borrowing of Revolving Loans be either Base Rate Loans or Eurodollar Loans. Revolving Loans may be repaid and
the principal amount thereof reborrowed before the Termination Date, subject to the terms and conditions hereof.


 


Section 1.2.          Swing
Loans. (a) Generally. Subject to the terms and conditions hereof, as part of the Revolving Credit, the Swing Line
Lender may make loans in U.S. Dollars to the Borrower under the Swing Line (individually a “Swing Loan”
and collectively the “Swing Loans”) which shall not in the aggregate at any time outstanding exceed the Swing
Line Sublimit. Swing Loans may be availed of from time to time and borrowings thereunder may be repaid and used again during the
period ending on the Termination Date. Each Swing Loan shall be in a minimum amount of $100,000 or such greater amount which is
an integral multiple of $50,000 (or such other minimum amounts as may be agreed to by the Swing Line Lender and the Borrower).


 




     


     


    

 


(b)          Interest
on Swing Loans. Each Swing Loan shall bear interest until maturity (whether by acceleration or otherwise) at a rate per annum
equal to (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under the Revolving Credit as from time
to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days
elapsed) or (ii) the Swing Line Lender’s Quoted Rate (computed on the basis of a year of 360 days for the actual
number of days elapsed). Interest on each Swing Loan shall be due and payable by the Borrower on each Interest Payment Date and
at maturity (whether by acceleration or otherwise).


 


(c)          Requests
for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than
2:00 p.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date
of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise
the Swing Line Lender of any such notice received from the Borrower. After receiving such notice, the Swing Line Lender shall in
its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available
to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as
“Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote
is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s
Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall
be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable
Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and
conditions hereof, the proceeds of each Swing Loan extended to the Borrower shall be deposited or otherwise wire transferred to
an account of the Borrower’s maintained with the Administrative Agent or its Affiliate or as the Borrower, the Administrative
Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the
undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement
(provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan
have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).


 


(d)          Refunding
Loans. In its sole and absolute discretion, the Swing Line Lender may at any time (and shall no later than the ninth Business
Day after each Swing Line Loan is advanced if such Loan has not been sooner repaid), on behalf of the Borrower (which hereby irrevocably
authorizes the Swing Line Lender to act on its behalf for such purpose) and with notice to the Borrower and the Administrative
Agent, request each Lender to make a Revolving Loan in the form of a Base Rate Loan in an amount equal to such Lender’s Percentage
of the amount of the Swing Loans outstanding on the date such notice is given (which Loans shall thereafter bear interest as provided
for in Section 1.4(a) hereof). Unless an Event of Default described in Section 9.1(j) or 9.1(k) exists, regardless of the
existence of any other Event of Default, each Lender shall make the proceeds of its requested Revolving Loan available to the Administrative
Agent for the account of the Swing Line Lender in immediately available funds, at the Administrative Agent’s office in Chicago,
Illinois (or such other location designated by the Administrative Agent), before 12:00 Noon (Chicago time) on the Business Day
following the day such notice is given. The Administrative Agent shall promptly remit the proceeds of such Borrowing to the Swing
Line Lender to repay the outstanding Swing Loans.


 




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(e)          Participations.
If any Lender refuses or otherwise fails to make a Revolving Loan when requested by the Swing Line Lender pursuant to Section 1.2(d)
above (because an Event of Default described in Section 9.1(j) or 9.1(k) exists with respect to the Borrower or otherwise),
such Lender will, by the time and in the manner such Revolving Loan was to have been funded to the Swing Line Lender, purchase
from the Swing Line Lender an undivided participating interest in the outstanding Swing Loans in an amount equal to its Percentage
of the aggregate principal amount of Swing Loans that were to have been repaid with such Revolving Loans. From and after the date
of any such purchase, such Swing Loans shall thereafter bear interest as provided for in Section 1.2(b)(i) above. Each Lender that
so purchases a participation in a Swing Loan shall thereafter be entitled to receive its Percentage of each payment of principal
received on the Swing Loan and of interest received thereon accruing from the date such Lender funded to the Swing Line Lender
its participation in such Loan. The several obligations of the Lenders under this Section shall be absolute, irrevocable, and unconditional
under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any
Lender may have or have had against the Borrower, any other Lender, or any other Person whatsoever. Without limiting the generality
of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination
of the Commitments of any Lender, and each payment made by a Lender under this Section shall be made without any offset, abatement,
withholding, or reduction whatsoever.


 


Section 1.3.          Letters
of Credit. (a) General Terms. Subject to the terms and conditions hereof, as part of the Revolving Credit, the
L/C Issuer shall issue standby letters of credit (each a “Letter of Credit”) for the account of the Borrower
or any one or more of its Subsidiaries in an aggregate undrawn face amount up to the L/C Sublimit. Each Letter of Credit shall
be issued by the L/C Issuer, but each Lender shall be obligated to reimburse the L/C Issuer for such Lender’s Percentage
of the amount of each drawing thereunder and, accordingly, each Letter of Credit shall constitute usage of the Commitment of each
Lender pro rata in an amount equal to its Percentage of the L/C Obligations then outstanding.


 




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(b)          Applications.
At any time before the Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit
in U.S. Dollars, in a form reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of 12 months
from the date of issuance (or which are cancelable not later than 12 months from the date of issuance) or thirty (30) days
prior to the Termination Date (subject to the sentence below in respect of Letters of Credit with expiration dates that are automatically
extended), in an aggregate face amount up to the L/C Sublimit, upon the receipt of an application duly executed by the Borrower
for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested
(each an “Application”); provided, however, that the L/C Issuer may issue Letters of Credit with
expiration dates later than the date that is thirty (30) days prior to the Termination Date if the Borrower and the L/C Issuer
enter into arrangements for the Cash Collateralization or backstop of such Letters of Credit in a manner reasonably satisfactory
to the L/C Issuer. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees
in connection with each Letter of Credit as set forth in Section 2.1 hereof, (ii) except as otherwise provided in
Section 1.8 or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for
the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if
the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid,
unless a Loan shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay
such Reimbursement Obligations as contemplated by the last sentence of Section 1.3(c) hereof, the Reimbursement Obligations for
the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing
is paid at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect (computed
on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues
any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration
date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of non-renewal before
the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such
Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Termination Date unless such Letter
of Credit is addressed in accordance with the provisions of the proviso of the final sentence of this Section 1.3(b), (ii) the
Commitments have been terminated, or (iii) a Default or an Event of Default is then continuing and the Required Lenders (or
the Administrative Agent at their direction) have given the L/C Issuer instructions not to so permit the extension of the expiration
date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending
the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7 hereof and the other terms
of this Section 1.3.


 


(c)          The
Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such
Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b)
hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement
Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be
made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been
informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid
or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to
be paid, by no later than 1:00 p.m. (Chicago time) on the following Business Day, in immediately available funds at the Administrative
Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to
the Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds.
If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations
therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent
in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below.


 




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(d)          Obligations
Absolute. The Borrower’s obligation to reimburse L/C Obligations as provided in subsection (c) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and
the relevant Application under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate
in any respect, (iii) payment by the L/C Issuer under a Letter of Credit against presentation of a draft or other document that
does not strictly comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or
not similar to any of the foregoing, that might, but for the provisions of this Section 1.3, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder, except, in each case, to the extent
of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable Legal Requirements) suffered by the Borrower that are caused by the L/C Issuer’s gross
negligence, bad faith or willful misconduct on the part of the L/C Issuer (as finally determined by a court of competent jurisdiction).
None of the Administrative Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required
to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to
the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived
by the Borrower to the extent permitted by applicable Legal Requirements) suffered by the Borrower that are caused by the L/C Issuer’s
failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on
the part of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), the L/C Issuer
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept
and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 




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(e)          The
Participating Interests. Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit),
by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such
Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating
Interest”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed
to, the L/C Issuer. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date the related
drawing is to be paid, as set forth in Section 1.3(c) above, or if the L/C Issuer is required at any time to return to the
Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation,
each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto
from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m.
(Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after
such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s
Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the
related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to:
(i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such
Participating Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business
Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender,
the Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its Percentage
of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer
retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer
under this Section 1.3 shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall
not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or have had against the
Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality
of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination
of any Commitment of any Lender, and each payment by a Participating Lender under this Section 1.3 shall be made without any
offset, abatement, withholding or reduction whatsoever.


 


(f)          Indemnification.
The Participating Lenders shall, to the extent of their respective Percentages, indemnify the L/C Issuer (to the extent not reimbursed
by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or
liability (except such as result from such L/C Issuer’s gross negligence or willful misconduct as determined by a court of
competent jurisdiction by final and nonappealable judgment) that the L/C Issuer may suffer or incur in connection with any Letter
of Credit issued by it. The obligations of the Participating Lenders under this Section 1.3(f) and all other parts of this
Section 1.3 shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other
documents presented in connection with drawings thereunder.


 


(g)          Manner
of Requesting a Letter of Credit. The Borrower shall provide at least five (5) Business Days’ advance written notice
to the Administrative Agent of each request for the issuance of a Letter of Credit, such notice in each case to be accompanied
by an Application for such Letter of Credit properly completed and executed by the Borrower and, in the case of an extension or
amendment or an increase in the amount of a Letter of Credit, a written request therefor, in a form reasonably acceptable to the
Administrative Agent and the L/C Issuer, in each case, together with the fees called for by this Agreement. The Administrative
Agent shall promptly notify the L/C Issuer of the Administrative Agent’s receipt of each such notice (and the L/C Issuer
shall be entitled to assume that the conditions precedent to any such issuance, extension, amendment or increase have been satisfied
unless notified to the contrary by the Administrative Agent or the Required Lenders) and the L/C Issuer shall promptly notify the
Administrative Agent and the Lenders of the issuance of the Letter of Credit so requested.


 




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(h)          Replacement
of the L/C Issuer. The L/C Issuer may be replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any
such replacement of the L/C Issuer. At the time any such replacement shall become effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced L/C Issuer. From and after the effective date of any such replacement (i) the
successor L/C Issuer shall have all the rights and obligations of the L/C Issuer under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed
to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context
shall require. After the replacement of a L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and
shall continue to have all the rights and obligations of a L/C Issuer under this Agreement with respect to Letters of Credit
issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 


Section 1.4.          Applicable
Interest Rates. (a) Base Rate Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest (computed
on the basis of a year of 365 or 366 days, as the case may be, and the actual days elapsed) on the unpaid principal amount
thereof from the date such Loan is advanced, or created by conversion from a Eurodollar Loan, until maturity (whether by acceleration
or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect, payable
by the Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise).


 


“Base Rate”
means, for any day, the rate per annum equal to the greatest of: (a) the rate of interest announced or otherwise established
by the Administrative Agent from time to time as its prime commercial rate, or its equivalent, for U.S. Dollar loans to borrowers
located in the United States as in effect on such day, with any change in the Base Rate resulting from a change in said prime commercial
rate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that
such rate may not be the Administrative Agent’s best or lowest rate), (b) the sum of (i) the Federal Funds Rate
for such day, plus (ii) 1/2 of 1%, and (c) the LIBOR Quoted Rate for such day plus 1.00%. As used herein, the term
“LIBOR Quoted Rate” means, for any day, the rate per annum equal to the quotient of (i) the rate per annum
(rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for
a one-month interest period as reported on the applicable Bloomberg screen page (or such other commercially available source providing
such quotations as may be designated by the Administrative Agent from time to time) as of 11:00 a.m. (London, England time)
on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) divided by (ii) one (1) minus
the Eurodollar Reserve Percentage, provided that in no event shall the “LIBOR Quoted Rate” be less than 0.00%.


 




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(b)          Eurodollar
Loans. Each Eurodollar Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding
(computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date
such Loan is advanced or continued, or created by conversion from a Base Rate Loan, until maturity (whether by acceleration or
otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted LIBOR applicable for such Interest Period,
payable by the Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise).


 


“Adjusted
LIBOR” means, for any Borrowing of Eurodollar Loans, a rate per annum determined in accordance with the following formula:


 


	 	Adjusted LIBOR	=	LIBOR	 
	 	 	 	1 - Eurodollar Reserve Percentage	 


 


“Eurodollar
Reserve Percentage” means the maximum reserve percentage, expressed as a decimal, at which reserves (including, without
limitation, any emergency, marginal, special, and supplemental reserves) are imposed by the Board of Governors of the Federal Reserve
System (or any successor) on “eurocurrency liabilities”, as defined in such Board’s Regulation D
(or any successor thereto), subject to any amendments of such reserve requirement by such Board or its successor, taking into account
any transitional adjustments thereto. For purposes of this definition, the relevant Loans shall be deemed to be “eurocurrency
liabilities” as defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under
Regulation D. The Eurodollar Reserve Percentage
shall be adjusted automatically on and as of the effective date of any change in any such reserve percentage.


 


“LIBOR”
means, for an Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR Index Rate for such Interest Period, if such
rate is available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately available funds
are offered to the Administrative Agent at 11:00 a.m. (London, England time) two (2) Business Days before the beginning
of such Interest Period by three (3) or more major banks in the interbank eurodollar market selected by the Administrative Agent
for delivery on the first day of and for a period equal to such Interest Period and in an amount equal or comparable to the principal
amount of the Eurodollar Loan scheduled to be made as part of such Borrowing, provided that in no event shall “LIBOR”
be less than 0.00%.


 


“LIBOR Index
Rate” means, for any Interest Period, the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth
of a percentage point) for deposits in U.S. Dollars for a period equal to such Interest Period, as reported on the applicable Bloomberg
screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent
from time to time) as of 11:00 a.m. (London, England time) on the day two (2) Business
Days before the commencement of such Interest Period.


 


(c)          Rate
Determinations.  The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement
Obligations hereunder and shall promptly, upon each such determination, notify the Borrower thereof, and its good faith determination
thereof shall be conclusive and binding except in the case of manifest error.


 




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Section 1.5.          Minimum
Borrowing Amounts; Maximum Eurodollar Loans. Each Borrowing of Base Rate Loans shall be in an amount not less than $100,000.
Each Borrowing of Eurodollar Loans advanced, continued or converted to a Eurodollar Loan shall be in an amount equal to $500,000
or such greater amount which is an integral multiple of $100,000. Without the Administrative Agent’s consent, there shall
not be more than seven (7) Borrowings of Eurodollar Loans outstanding hereunder.


 


Section 1.6.          Manner
of Borrowing Loans and Designating Applicable Interest Rates. (a) Notice to the Administrative Agent. The Borrower
shall give notice to the Administrative Agent by no later than 2:00 p.m. (Chicago time): (i) at least three (3) Business
Days before the date on which the Borrower requests the Lenders to advance a Borrowing of Eurodollar Loans and (ii) one Business
Day before the date the Borrower requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing
shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, subject to the terms
and conditions hereof, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing
or, subject to the minimum amount requirement for each outstanding Borrowing set forth in Section 1.5 hereof, a portion thereof,
as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower
may continue part or all of such Borrowing as Eurodollar Loans or convert part or all of such Borrowing into Base Rate Loans or
(ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing
into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices
requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent by telephone, telecopy, or
other telecommunication device acceptable to the Administrative Agent (which notice shall be irrevocable once given and, if by
telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing)
or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative
Agent. Notice of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion
of part or all of a Borrowing of Base Rate Loans into Eurodollar Loans must be given by no later than 2:00 p.m. (Chicago time)
at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning
the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion
of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the
type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans,
the Interest Period applicable thereto. Upon the election of the Required Lenders, no Borrowing of Eurodollar Loans shall be advanced,
continued, or created by conversion during the continuance of an Event of Default. The Borrower agrees that the Administrative
Agent may rely on any such telephonic, telecopy or other telecommunication notice given by any person the Administrative Agent
in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any
such notice by telephone conflicts with any written confirmation such telephonic notice shall govern if the Administrative Agent
has acted in reliance thereon.


 




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(b)          Notice
to the Lenders. The Administrative Agent shall give prompt telephonic, telecopy or other telecommunication notice to each Lender
of any notice from the Borrower received pursuant to Section 1.6(a) above and, if such notice requests the Lenders to make
Eurodollar Loans, the Administrative Agent shall give notice to the Borrower and each Lender by like means of the interest rate
applicable thereto promptly after the Administrative Agent has made such determination.


 


(c)          Borrower’s
Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion
of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period
within the period required by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a), such Borrowing
shall automatically be continued as a Borrowing of Eurodollar Loans with an Interest Period of one (1) month. In the event the
Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation
and has not notified the Administrative Agent by 2:00 p.m. (Chicago time) on the day such Reimbursement Obligation becomes
due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall
be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or, at the option of the Swing Line Lender,
under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay
the Reimbursement Obligation then due.


 


(d)          Disbursement
of Loans. Not later than 1:00 p.m. (Chicago time) on the date of any requested advance of a new Borrowing, subject to
Section 7 hereof, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available
at the principal office of the Administrative Agent in Chicago, Illinois (or at such other location as the Administrative Agent
shall designate). The Administrative Agent shall make the proceeds of each new Borrowing available to the Borrower on the date
of such Borrowing as instructed by the Borrower. 


 


(e)          Administrative
Agent Reliance on Lender Funding. Unless the Administrative Agent shall have been notified by a Lender prior to (or, in the
case of a Borrowing of Base Rate Loans, by 1:00 p.m. (Chicago time) on) the date on which such Lender is scheduled to make
payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does
not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when due and the Administrative
Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower the proceeds of the Loan
to be made by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent, such Lender shall,
on demand, pay to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with
interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower
and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: (i) from
the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such
Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after
the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each
such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will,
on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate
per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment
of a Loan under Section 1.11 hereof so that the Borrower will have no liability under such Section with respect to such payment.
Nothing in this Section 1.6(e) shall be deemed to relieve any Lender from
its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of
any failure by such Lender to make Loans hereunder.


 




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Section 1.7.          Maturity
of Loans. Each Loan, including both the outstanding principal balance thereof and any accrued but unpaid interest thereon,
shall mature and be due and payable by the Borrower on the Termination Date.


 


Section 1.8.          Prepayments.
(a) Optional. The Borrower may prepay in whole or in part (but, if in part, only in an amount (x) not
less than $50,000 and (y) such that the minimum amount required for a Borrowing pursuant to Section 1.2 or 1.5 hereof
remains outstanding) any Borrowing (i) in the case of a Borrowing of Eurodollar Loans, at any time upon three (3) Business
Days prior written notice by the Borrower to the Administrative Agent or (ii) in the case of a Borrowing of Base Rate Loans, upon
written notice delivered by the Borrower to the Administrative Agent no later than 12:00 noon (Chicago time) on the date of
prepayment (or, in any case, such shorter period of time then agreed to by the Administrative Agent), each such prepayment to be
made by the payment of the principal amount to be prepaid and, in the case of any Eurodollar Loans or Swing Loans, accrued interest
thereon to the date fixed for prepayment plus, in the case of any Eurodollar Loans or Swing Loans bearing interest at the Swing
Line Lender’s Quoted Rate, any amounts due the Lenders under Section 1.11 hereof.


 


(b)          Mandatory.


 


(i)          If
at any time the sum of the unpaid principal balance of the Revolving Loans, Swing Loans and the L/C Obligations then outstanding
shall be in excess of the Borrowing Base as determined and computed in the most recent Borrowing Base Certificate delivered in
accordance with Section 8.5(d) hereof, the Borrower shall, within three (3) Business Days and without notice or demand, pay
the amount of the excess to the Administrative Agent for the account of the Lenders as a mandatory prepayment on such Obligations,
with each such prepayment first to be applied to the Loans until paid in full with any remaining balance to be held by the Administrative
Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit.


 


(ii)         Unless
the Borrower otherwise directs, prepayments of Loans under this Section 1.8(b) shall be applied first to Borrowings of Base
Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their
Interest Periods expire. Each prepayment of Loans under this Section 1.8(b) shall be made by the payment of the principal
amount to be prepaid and, in the case of any Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment
together with any amounts due the Lenders under Section 1.11 hereof. Each prefunding of L/C Obligations shall be made
in accordance with Section 9.4 hereof.


 




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(c)          Borrowings.
Any amount of Loans paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be
borrowed, repaid and borrowed again.


 


Section 1.9.          Default
Rate. Notwithstanding anything to the contrary contained herein, while any Event of Default is continuing or after acceleration
of the Obligations as a result of an Event of Default, the Borrower shall pay interest (after as well as before entry of judgment
thereon to the extent permitted by law) on the principal amount of all outstanding Loans and Reimbursement Obligations and other
amounts of outstanding Obligations, and shall pay letter of credit fees, in each case, at a rate per annum equal to:


 


(a)          for
any Base Rate Loan or any Swing Loan bearing interest based on the Base Rate, the sum of 2.0% plus the Applicable Margin
plus the Base Rate from time to time in effect;


 


(b)          for
any Eurodollar Loan or any Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate, the sum of 2.0% plus
the rate of interest in effect thereon at the time of such default until the end of the Interest Period applicable thereto and,
thereafter, at a rate per annum equal to the sum of 2.0% plus the Applicable Margin for Base Rate Loans plus the
Base Rate from time to time in effect;


 


(c)          for
any Reimbursement Obligation, the sum of 2.0% plus the amounts due under Section 1.3(b)(iii) with respect to interest
on such Reimbursement Obligation;


 


(d)          for
any Letter of Credit, the sum of 2.0% plus the amounts due under this Agreement with respect to such Letter of Credit (for
the avoidance of doubt, this shall not affect the Borrower’s obligation to pay a letter of credit fee due under Section 2.1
with respect to such Letter of Credit); and


 


(e)          for
any other amount owing hereunder not covered by clauses (a) through (d) above, the sum of 2.0% plus the Applicable Margin
for Base Rate Loans plus the Base Rate from time to time in effect;


 


provided, however, that in the absence
of an acceleration of the Obligations as a result of an Event of Default, any adjustments pursuant to this Section 1.9 shall
be made at the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders, with written
notice to the Borrower. Interest accruing pursuant to this Section 1.9 shall be paid on demand of the Administrative Agent
at the request or with the consent of the Required Lenders.


 


Section 1.10.         Evidence
of Indebtedness. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time hereunder.


 




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(b)          The
Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the
type thereof and the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender’s share thereof.


 


(c)          The
entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence
of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative
Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower
to repay the Obligations in accordance with their terms.


 


(d)          Any
Lender may request that its Loans be evidenced by a promissory note or notes in the forms of Exhibit D-1 (each a “Revolving
Note” and collectively, the “Revolving Notes”) or D-2 (the “Swing Note”), as applicable
(the Revolving Notes and Swing Note being hereinafter referred to collectively as the “Notes”). In such event,
the Borrower shall prepare, execute and deliver to such Lender a Revolving Note or Swing Note payable to such Lender or its registered
assigns in the amount of its Commitment or Swing Line Sublimit, as applicable. Thereafter, the Loans evidenced by such Note or
Notes and interest thereon shall at all times (including after any assignment pursuant to Section 12.12) be represented by
one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.12, except to the
extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again
be evidenced as described in subsections (a) and (b) above.


 


Section 1.11.         Funding
Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar
Loan or Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate or the relending or reinvesting of such deposits
or amounts paid or prepaid to such Lender) as a result of:


 


(a)          any
payment, prepayment or conversion of a Eurodollar Loan or such Swing Loan on a date other than the last day of its Interest Period,


 


(b)          any
failure (because of a failure to meet the conditions of Section 7 or otherwise) by the Borrower to borrow or continue a Eurodollar
Loan or such Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or such Swing Loan, on the date specified in a notice
given pursuant to Section 1.2 or 1.6(a) hereof,


 


(c)          any
failure by the Borrower to make any payment of principal on any Eurodollar Loan or such Swing Loan when due (whether by acceleration
or otherwise), or


 


(d)          any
acceleration of the maturity of a Eurodollar Loan or such Swing Loan as a result of the occurrence of any Event of Default hereunder,


 




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then, upon the demand of such Lender, the
Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes
such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate setting
forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation
of such loss, cost or expense) and the amounts shown on such certificate shall be deemed prima facie correct absent manifest
error.


 


Section 1.12.         Commitment
Terminations. (a) Optional Terminations. The Borrower shall have the right at any time and from time to time, upon
five (5) Business Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative
Agent), to terminate the Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in
an amount not less than $5,000,000 and (ii) allocated ratably among the Lenders in proportion to their respective Percentages,
provided that the Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Revolving
Loans, Swing Loans and L/C Obligations then outstanding. Any termination of the Commitments below the L/C Sublimit or
the Swing Line Sublimit then in effect shall reduce the L/C Sublimit and the Swing Line Sublimit, as applicable, by a like
amount. The Administrative Agent shall give prompt notice to each Lender of any such termination of the Commitments.


 


(b)          Reinstatement.
Any termination of the Commitments pursuant to this Section 1.12 may not be reinstated.


 


Section 1.13.         Substitution
of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or
12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any
Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13
hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such
Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”),
the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require,
at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder
(including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time
owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such
assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority,
(ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under
Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder,
and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof
(provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).


 


Section 1.14.         Defaulting
Lenders. (a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement,
if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent
permitted by applicable Legal Requirements:


 




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(i)          Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in Section 12.13 hereof.


 


(ii)         Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise) or received by
the Administrative Agent from a Defaulting Lender pursuant to Section 12.7 hereto shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to any L/C Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s
Fronting Exposure with respect to such Defaulting Lender in accordance with Section 9.4; fourth, as the Borrower may
request (so long as no Default or Event of Default is then continuing), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to
(x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement
and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect
to future Letters of Credit issued under this Agreement, in accordance with Section 9.4; sixth, to the payment of any
amounts owing to the Lenders, the L/C Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction
obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default is then
continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction
obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Obligations in respect of which
such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit
were issued at a time when the conditions set forth in Section 7.1 hereof were satisfied or waived, such payment shall be
applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded
and unfunded participations in L/C Obligations and Swing Loans are held by the Lenders pro rata in accordance with their Percentages
of the relevant Commitments without giving effect to Section 1.14(a)(iv) below. Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral
pursuant to this Section 1.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto.


 




     15


     


    

 


(iii)        Certain
Fees.


 


(A)         No
Defaulting Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting Lender
(and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting
Lender).


 


(B)         Each
Defaulting Lender shall be entitled to receive L/C Participation Fees for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral
pursuant to Section 9.4 hereof.


 


(C)         With
respect to any L/C Participation Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower
shall pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to
such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant
to clause (iv) below.


 


(iv)         Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages of the
relevant Commitments (calculated without regard to such Defaulting Lender’s Commitments) but only to the extent that (x)
the conditions set forth in Section 7.1 hereof are satisfied at the time of such reallocation (and, unless the Borrower shall
have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that
such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests
in L/C Obligations and Swing Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation
hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that
Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s
increased exposure following such reallocation.


 


(v)          Cash
Collateral; Repayment of Swing Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be
effected, the Borrower shall, without prejudice to any right or remedy available to them hereunder or under law, (x) first, prepay
Swing Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second, Cash Collateralize the L/C Issuer’s
Fronting Exposure in accordance with the procedures set forth in Section 9.4.


 




     16


     


    

 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded
participations in Letters of Credit and Swing Loans to be held pro rata by the Lenders in accordance with their respective Percentages
of the relevant Commitments (without giving effect to Section 1.14(a)(iv) hereof), whereupon such Lender will cease to be
a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or
on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent
otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver
or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


(c) New Swing Loans/Letters
of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing
Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Loan and (ii) no L/C
Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting
Exposure after giving effect thereto.


 


(d)          Purchase
of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower
giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting
Lender assign its Commitment and Loans to an Eligible Assignee subject and in accordance with the provisions of Section 12.12.
No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee.
In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated to, in its sole discretion, acquire the
face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance
with the provisions of Section 12.12. In connection with any such assignment, such Defaulting Lender shall promptly execute all
documents reasonably requested to effect such assignment, including an appropriate Assignment and Acceptance and shall pay to the
Administrative Agent an assignment fee in the amount of $3500. The exercise by the Borrower of its rights under this Section shall
be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.


 




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Section 1.15.         Increase
in Commitments. The Borrower may, from time to time, on any Business Day prior to the date that is six (6) months prior to
the Scheduled Termination Date, increase the aggregate amount of the Commitments by delivering a request substantially in the form
attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent (a “Commitment Amount Increase
Request”) at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment
Amount Increase”). Such Commitment Amount Increase Request shall identify the requested additional Commitments from existing
Lender(s), Eligible Assignees proposed as new Lenders or a combination of existing Lenders and Eligible Assignees proposed as new
Lenders (the “Increasing Lenders”). Any Commitment Amount Increase shall be subject to the following conditions:
(i) the Commitments shall not be increased to an amount greater than $200,000,000 in the aggregate, (ii) any Commitment
Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and
be continuing on the date of the Commitment Amount Increase Request or the effective date of the Commitment Amount Increase, and
(iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects
(where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request
and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to
an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or
Material Adverse Effect, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall
be as set forth in the related Commitment Amount Increase Request. Upon the effectiveness thereof, the Increasing Lenders shall
advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage
of Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding on the date of such effectiveness,
such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant
to Section 1.11 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative
Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative
Agent and the Borrower.  Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase
its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option,
unconditionally and without cause, decline to increase its Commitment.


 


Section 1.16.         Extension
of Termination Date. The Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of
the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the Initial Termination Date, request
that Lenders extend the date on which all Commitments are scheduled to expire hereunder to December 2, 2020 (the “Extended
Termination Date”). On the Initial Termination Date, such extension will become effective subject to the Borrower’s
timely delivery of such notice to the Administrative Agent and payment of the Extension Fee, and provided that both on the notice
delivery date and on the Initial Termination Date (i) no Default or Event of Default shall have occurred and be continuing,
(ii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects
(where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on the Initial Termination Date
(except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in
all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of
such date), (iii) the Administrative Agent shall have received an Appraisal for any Borrowing Base Property for which an Appraisal
has not been completed within the twelve (12) months preceding the Initial Termination Date, (iv) Borrower shall have delivered
to Administrative Agent a pro forma Borrowing Base Certificate which shall establish that, as of the Initial Termination Date,
the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations outstanding shall not exceed the
Borrowing Base (including after giving effect to the reduction contained in clause (a) of the definition of “Borrowing Base
Value” that shall occur on the Initial Termination Date), and (v) Borrower shall have delivered to Administrative Agent
a certificate which shall establish pro forma compliance with a Consolidated Leverage Ratio of less than or equal to 0.60 to 1.00.
Should such extension become effective, the terms and conditions of this Agreement will apply during the extension period, and
from and after the date of such extension, the defined term “Scheduled Termination Date” shall mean December 2, 2020.


 




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		Section 2.	Fees.



 


Section 2.1.          Fees.
(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance
with their Percentages a commitment fee at a rate per annum equal to (x) 0.20% if the average daily Unused Commitments are
less than 50% of the Commitments then in effect and (y) 0.30% if the average daily Unused Commitments are greater than or
equal to 50% of the Commitments then in effect (in each case, computed on the basis of a year of 360 days and the actual number
of days elapsed) and determined based on the average daily Unused Commitments during such previous quarter. Such commitment fee
shall be payable quarterly in arrears on the last day of each March, June, September, and December in each year (commencing December
31, 2016) and on the Termination Date, unless the Commitments are terminated in whole on an earlier date, in which event the commitment
fee for the period to the date of such termination in whole shall be calculated and paid on the date of such termination. Any such
commitment fee for the first quarter ending after the Closing Date shall be prorated according to the number of days this Agreement
was in effect during such quarter.


 


(b)          Letter
of Credit Fees. On the date of issuance or extension, or increase in the amount, of any Letter of Credit pursuant to Section 1.3
hereof, the Borrower shall pay to the L/C Issuer for its own account a fronting fee equal to 0.25% of the face amount of (or
of the increase in the face amount of) such Letter of Credit. Quarterly in arrears, on the last day of each March, June, September,
and December, commencing on the first such date occurring after the date hereof, the Borrower shall pay to the Administrative Agent,
for the ratable benefit of the Lenders in accordance with their Percentages, a letter of credit fee (the “L/C Participation
Fee”) at a rate per annum equal to the Applicable Margin for Eurodollar Loans (computed on the basis of a year of 360 days
and the actual number of days elapsed) in effect during each day of such quarter applied to the daily average face amount of Letters
of Credit outstanding during such quarter. In addition, the Borrower shall pay to the L/C Issuer for its own account the L/C Issuer’s
customary issuance, drawing, negotiation, amendment, cancellation, assignment, and other administrative fees for each Letter of
Credit as established by the L/C Issuer from time to time.


 


(c)          Administrative
Agent and Other Fees. The Borrower shall pay to the Administrative Agent, for its own use and benefit and for the benefit of
the Lenders, as applicable, the fees agreed to between the Administrative Agent and the Borrower in a fee letter dated October
31, 2016, or as otherwise agreed to in writing between the Borrower and the Administrative Agent.


 




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		Section 3.	Place
                                         and Application of Payments.



 


Section 3.1.          Place
and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and
of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower
to the Administrative Agent by no later than 1:00 p.m. (Chicago time) on the due date thereof at the office of the Administrative
Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), for the benefit
of the Lender(s) or L/C Issuer entitled thereto. Any payments received after such time shall be deemed to have been received by
the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds
at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause
to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which
the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount
payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement; provided,
that if the Administrative Agent does not distribute such funds to the Lenders on the date the Administrative Agent receives (or
is deemed to receive) payment from the Borrower, the Administrative Agent shall promptly thereafter distribute such funds together
with interest thereon in respect of each day during the period commencing on the date such payment from the Borrower was received
by the Administrative Agent (or the date the Administrative Agent was deemed to receive such payment) and ending on (but excluding)
the date the Administrative Agent distributes such funds to the Lenders, at a rate per annum equal to the Federal Funds Rate for
each such day. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that
the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the
Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period
commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such
amount to the Administrative Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date
two (2) Business Days after payment by such Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from
the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such
Lender, the Base Rate in effect for each such day.


 


Anything contained
herein to the contrary notwithstanding (including, without limitation, Section 1.8(b) hereof), all payments and collections
received in respect of the Obligations and all payments under or in respect of the Guaranties received, in each instance, by the
Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments
as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:


 


(a)          first,
to the payment of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing
rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed
to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its
own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall
be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);


 




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(b)          second,
to the payment of the Swing Loans, both for principal and accrued but unpaid interest;


 


(c)          third,
to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the
aggregate unpaid amounts owing to each holder thereof;


 


(d)          fourth,
to the payment of principal on the Loans, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative
Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 hereof (until the Administrative
Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), Bank Product Obligations,
and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and L/C Issuer and, in
the case of Hedging Liability and Bank Product Obligations, their Affiliates to be allocated pro rata in accordance with the aggregate
unpaid amounts owing to each holder thereof;


 


(e)          fifth,
to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower and the
Guarantors evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each
holder thereof; and


 


(f)          finally,
to the Borrower or whoever else may be lawfully entitled thereto.


 


Section 3.2.          Account
Debit. The Borrower hereby irrevocably authorizes the Administrative Agent to, solely during the continuation of an Event of
Default, charge any of the Borrower’s deposit accounts maintained with the Administrative Agent for the amounts from time
to time necessary to pay any then due Obligations; provided that the Borrower acknowledges and agrees that the Administrative
Agent shall not be under an obligation to do so and the Administrative Agent shall not incur any liability to the Borrower or any
other Person for the Administrative Agent’s failure to do so.


 


		Section 4.	Guaranties.



 


Section 4.1.          Guaranties.
The payment and performance of the Obligations, Hedging Liability, and Bank Products Obligations shall at all times be guaranteed
by Global Medical REIT and each wholly-owned Subsidiary of the Borrower that owns a Borrowing Base Property pursuant to Section
13 hereof or pursuant to one or more guaranty agreements in form and substance reasonably acceptable to the Administrative Agent,
as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively
the “Guaranties”; and Global Medical REIT and each such wholly-owned Subsidiary executing and delivering this
Agreement as a Guarantor or any such separate Guaranty being referred to herein as a “Guarantor” and collectively
the “Guarantors”).


 




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Section 4.2.          Further
Assurances. In the event the Borrower desires to include any additional Eligible Property in the Borrowing Base after the Closing
Date, to the extent that such Eligible Property is not owned by an existing Guarantor, as a condition to the inclusion of such
Eligible Property in the Borrowing Base and in addition to the requirements set forth in Sections 7.3 and 8.25 hereof, the Borrower
shall cause the Subsidiary which owns such Eligible Property to execute a Guaranty or an Additional Guarantor Supplement in the
form of Exhibit G attached hereto (the “Additional Guarantor Supplement”) as the Administrative Agent may then
require, and the Borrower shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative
Agent, at the Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required
by the Administrative Agent in connection therewith. Borrower and each Material Subsidiary (including any Material Subsidiary formed
or acquired after the Closing Date) further agrees that it shall, from time to time at the request of the Administrative Agent,
execute and deliver such documents and do such acts and things as the Administrative Agent may reasonably request in order to provide
for or perfect or protect such Liens on the Collateral.


 


Section 4.3.          Depository
Bank. Within one hundred eighty (180) days of the Closing Date, the Borrower shall transfer the Depository Account to the Administrative
Agent (or one of its Affiliates, as designated in writing by the Administrative Agent to the Borrower). Following such transfer
and until the Termination Date, the Borrower shall maintain the Depository Account with the Administrative Agent (or such designated
Affiliate).


 


		Section 5.	Definitions;
                                         Interpretation.



 


Section 5.1.          Definitions.
The following terms when used herein shall have the following meanings:


 


“Act”
is defined in Section 12.24 hereof.


 


“Acquisition
Cost” means the purchase price for such Real Property plus (i) any and all capitalized fees and expenses for such
Real Property and (ii) amounts invested by the Borrower or any Subsidiary in capital improvements to such Real Property including,
without limitation, Tenant improvements, Tenant improvement allowances, capital additions financed for a tenant, any obligations
to purchase Tenant improvements made upon termination of a Lease and the purchase of any fee interest in Real Property under a
Lease.


 


“Additional
Guarantor Supplement” is defined in Section 4.2 hereof.


 


“Adjusted
EBITDA” means, at any date of its determination, an amount equal to (i) EBITDA for the most recently completed Rolling
Period or computed on an Annualized basis, as applicable, plus (ii) acquisition expenses with respect to any Real Property
for the most recently completed Rolling Period or computed on an Annualized basis, as applicable, minus (iii) the Capital
Reserve on such date.


 


“Adjusted
LIBOR” is defined in Section 1.4(b) hereof.


 




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“Adjusted
FFO” means for any period, “funds from operations” as defined in accordance with resolutions adopted by the
Board of Governors of the National Association of Real Estate Investment Trusts as in effect from time to time; provided
that Adjusted FFO shall (i) be based on net income after payment of distributions to holders of preferred partnership units in
Global Medical REIT and distributions necessary to pay holders of preferred stock of Global Medical REIT, and (ii) at all times
exclude (a) charges for impairment losses from property sales, (b) stock-based compensation, (c) write-offs or reserves of straight-line
rent related to sold assets, (d) amortization of debt costs, and (e) non-recurring charges, including, without limitation, acquisition
expenses, non-cash charges related to the write-off of deferred equity and financing costs and one-time charges related to the
transition to self-management


 


“Adjusted
Property NOI” means, at any date of its determination, with respect to any Real Property, (a) with respect to Real Property
owned or leased for less than one full Fiscal Quarter as of such date of calculation, the projected Property NOI for the following
Fiscal Quarter computed by the Borrower in good faith and multiplied by four, (b) with respect to Real Property owned or leased
for at least one full Fiscal Quarter but less than four full Fiscal Quarters, the Property NOI for such completed Fiscal Quarter(s)
computed by the Borrower in good faith on an annualized basis, and (c) otherwise, the Property NOI for the most recently completed
Rolling Period computed by the Borrower in good faith, in each case, minus (i) the Capital Reserve and (ii) the greater
of (x) a management fee of 3% of Property Income for the most recently completed Fiscal Quarter computed on an annualized basis
and (y) actual management fees paid in cash to third party managers for the most recently completed Fiscal Quarter computed on
an annualized basis.


 


“Administrative
Agent” means BMO Harris Bank N.A., in its capacity as administrative agent for the Revolving Credit hereunder, and any
successor in such capacity pursuant to Section 11.7 hereof.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affected
Lender” is defined in Section 1.13 hereof.


 


“Affiliate”
means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another
Person. A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or
indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the
ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that, in any
event for purposes of this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary
voting power for the election of directors or governing body of a corporation or 10% or more of the partnership or other ownership
interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation
or other Person.


 


“Agreement”
means this Credit Agreement, as the same may be amended, modified, restated or supplemented from time to time pursuant to the terms
hereof.


 




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“Annualized”
means, with respect to any calculation as of any date of determination, (a) if no more than one full Fiscal Quarter has passed
since the Closing Date on such date of determination, such calculation performed for the completed Fiscal Quarter multiplied by
four (4), (b) if no more than two full Fiscal Quarters have passed since the Closing Date on such date of determination, such
calculation performed for the two completed Fiscal Quarters multiplied by two (2), and (c) if no more than three full Fiscal
Quarters have passed since the Closing Date on such date of determination, such calculation performed for the three completed Fiscal
Quarters multiplied by one and one-third (11⁄3). 


 


“Anti-Corruption
Law” means the FCPA and any law, rule or regulation of any jurisdiction concerning or relating to bribery or corruption
that are applicable to the Borrower or any Guarantor or any Subsidiary or Affiliate of the Borrower or any Guarantor. 


 


“Applicable
Margin” means, with respect to Loans, Reimbursement Obligations, and L/C Participation Fees:


 


(a) Until the first
Pricing Date, the rates per annum shown opposite Level III in the schedule below.


 


(b) Thereafter, from
one Pricing Date to the next, the rates per annum determined in accordance with the following schedule:


 


	Level	 	Consolidated Leverage Ratio
 for Such Pricing Date	 	Applicable Margin
 for Base Rate Loans

    and Reimbursement
 Obligations shall be:	 	 	Applicable Margin
 for Eurodollar

    Loans and L/C
 Participation Fees
 Shall Be:	 
	 	 	 	 	 	 	 	 	 
	I	 	Less than or equal to 0.45 to 1.00	 	 	1.00	%	 	 	2.00	%
	 	 	 	 	 	 	 	 	 	 	 
	II	 	Less than or equal to 0.50 to 1.00, but greater than 0.45 to 1.00	 	 	1.25	%	 	 	2.25	%
	 	 	 	 	 	 	 	 	 	 	 
	III	 	Less than or equal to 0.55 to 1.00, but greater than 0.50 to 1.00	 	 	1.75	%	 	 	2.75	%
	 	 	 	 	 	 	 	 	 	 	 
	IV	 	Greater than 0.55 to 1.00	 	 	2.00	%	 	 	3.00	%



 




     24


     


    

 


For purposes hereof, the term “Pricing
Date” means, for any Fiscal Quarter of the Borrower ending on or after December 31, 2016, the date on which the Administrative
Agent is in receipt of the Borrower’s most recent Compliance Certificate and financial statements (and, in the case of the
year-end financial statements, audit report) (the “Borrower Information”)
for the Fiscal Quarter then ended, pursuant to Section 8.5 hereof. The Applicable Margin shall be established
based on the Consolidated Leverage Ratio for the most recently completed Fiscal Quarter and the Applicable Margin established on
a Pricing Date shall remain in effect until the next Pricing Date. If the Borrower has not delivered the Borrower Information by
the date the same is required to be delivered under Section 8.5 hereof, then until such Borrower Information is delivered,
the Applicable Margin shall be the highest Applicable Margin (i.e., Level IV shall apply); provided, the Administrative
Agent will provide notice to Borrower when such highest Applicable Margin goes into effect. If the Borrower subsequently delivers
such Borrower Information before the next Pricing Date, the Applicable Margin established by such late delivered Borrower Information
shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Applicable Margin established
by such Borrower Information shall be in effect from the Pricing Date that occurs immediately after the end of the Fiscal Quarter
covered by such Borrower Information until the next Pricing Date. Each determination of the Applicable Margin made by the Administrative
Agent in accordance with the foregoing shall be conclusive and binding on the Borrower and the Lenders if reasonably determined.
The parties understand that the Applicable Margin set forth herein shall be determined and may be adjusted from time to time based
upon the Borrower Information. If it is subsequently determined
that any such Borrower Information was incorrect (for whatever reason, including, without limitation, because of a subsequent restatement
of earnings by the Borrower or Global Medical REIT) at the time it was delivered to the Administrative Agent and the Lenders, and
if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information
been timely provided, then such Applicable Margin for such period shall be automatically recalculated using the correct Borrower
Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because
of such recalculation, and the Borrower shall pay within five (5) Business Days of receipt of such written notice such additional
interest or fees due to the Administrative Agent, for the account of each Lender holding Commitments and Loans at the time the
additional interest and fee payment is received. Any recalculation of the Applicable Margin required by this provision shall survive
the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s or any
Lender’s other rights under this Agreement.


 


“Application”
is defined in Section 1.3(b) hereof.


 


“Appraisal”
means an appraisal performed by an appraiser acceptable to the Administrative Agent according to FIRREA standards.


 


“Appraised
Value” means, with respect to any Real Property, the “as-is” appraised value of such Real Property set forth
in the most recent Appraisal prepared for the Administrative Agent by an appraiser, which appraisal report describes the fair market
value of such Real Property and otherwise meets the requirements of applicable law for appraisals prepared for federally insured
depository institutions and has been approved by the Administrative Agent.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
or an Affiliate of an entity that administers or manages a Lender.


 


“Asset Under
Development” means any Real Property under construction (excluding (i) any completed Real Property under minor renovation
(including minor Tenant improvements in an existing building that are being made), (ii) any Real Property that is contiguous to
and purchased simultaneously with any completed Real Property, and (iii) any Real Property that is substantially completed with
an Occupancy Rate of at least 65%).


 




     25


     


    

 


“Assignment
and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 12.12 hereof), and accepted by the Administrative Agent, in substantially
the form of Exhibit F or any other form approved by the Administrative Agent.


 


“Authorized
Representative” means those persons shown on the list of officers provided by the Borrower pursuant to Section 7.2
hereof or on any update of any such list provided by the Borrower to the Administrative Agent, or any further or different officers
of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative Agent.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule. 


 


“Bankruptcy
Event” means, with respect to any Person, any event of the type described in clause (j) or (k) of Section 9.1
hereof with respect to such Person.


 


“Bank Products”
means each and any of the following bank products and services provided to Borrower or any Guarantor by BMO Harris Bank N.A. or
any of its Affiliates: (a) credit or charge cards for commercial customers (including, without limitation, “commercial
credit cards” and purchasing cards), (b) stored value cards, and (c) depository, cash management, and treasury
management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items,
overdrafts and interstate depository network services).


 


“Bank Product
Obligations” of the Borrower and Guarantors means any and all of their obligations, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor) in connection with Bank Products. 


 


“Base Rate”
is defined in Section 1.4(a) hereof.


 


“Base Rate
Loan” means a Loan bearing interest at a rate specified in Section 1.4(a) hereof.


 


“Borrower”
is defined in the introductory paragraph of this Agreement.


 


“Borrowing”
means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different
type into such type by the Lenders on a single date and, in the case of Eurodollar Loans, for a single Interest Period. Borrowings
of Loans are made and maintained ratably from each of the Lenders according to their Percentages. A Borrowing is “advanced”
on the day Lenders advance funds comprising such Borrowing to the Borrower, is “continued” on the date a new
Interest Period for the same type of Loans commences for such Borrowing, and is “converted” when such Borrowing
is changed from one type of Loans to the other, all as determined pursuant to Section 1.6 hereof. Borrowings of Swing Loans
are made by the Swing Line Lender in accordance with the procedures set forth in Section 1.2 hereof.


 




     26


     


    

 


“Borrowing
Base” means, as of any date of determination, the sum of Borrowing Base Values of all Borrowing Base Properties.


 


“Borrowing
Base Certificate” means the certificate in the form of Exhibit I hereto, or in such other form reasonably acceptable
to the Administrative Agent, to be delivered to the Administrative Agent pursuant to Sections 7.2(j), 7.3, 8.5 and 8.21 hereof.



 


“Borrowing
Base Determination Date” means each date on which the Borrowing Base is certified in writing to the Administrative Agent,
which shall occur as follows:


 


(a)          Quarterly.
For quarterly certifications, as of the date on which a Borrowing Base Certificate is delivered pursuant to Section 8.5(d).


 


(b)          Property
Adjustments. Following each addition of an Eligible Property, the date on which a Borrowing Base Certificate is delivered pursuant
to Section 7.3; following each deletion of an Eligible Property, promptly following such deletion.


 


“Borrowing
Base Property” means, as at any date of determination, any Eligible Property which is taken into account in calculating
the Borrowing Base.


 


“Borrowing
Base Requirements” means with respect to the calculation of the Borrowing Base, collectively, that:


 


(a)          there
shall be not less than five (5) Borrowing Base Properties at all times;


 


(b)          the
aggregate Appraised Value of all Borrowing Base Properties shall be not less than $55,000,000 at all times;


 


(c)          no
more than 25% of the aggregate Borrowing Base Value may be composed of Borrowing Base Value attributable to any one Borrowing Base
Property or multiple Borrowing Base Properties with the same Tenant (for the avoidance of doubt, an Eligible Property that exceeds
this sublimit may be included in the calculation of the Borrowing Base, provided that any amount over 25% of the Borrowing
Base attributable to such Borrowing Base Property is excluded from the calculation of the Borrowing Base); provided, that
the Borrowing Base Value attributable to the Omaha Facility may exceed 25% of the aggregate Borrowing Base Value at all times prior
to December 2, 2017;


 




     27


     


    

 


(d)          no
more than 10% of the aggregate Borrowing Base Value may be composed of Borrowing Base Value attributable to Borrowing Base Properties
subject to Qualified Ground Leases (for the avoidance of doubt, an Eligible Property that exceeds this sublimit may be included
in the calculation of the Borrowing Base, provided that any amount over 10% of the aggregate Borrowing Base Value attributable
to such Borrowing Base Property is excluded from the calculation of the Borrowing Base); and further provided that the Borrowing
Base Value attributable to the Omaha Facility may exceed 10% of the aggregate Borrowing Base Value at all times prior to December
2, 2017;


 


(e)          the
weighted average term of the Leases at Borrowing Base Properties shall be no less than five (5) years; and


 


(f)          the
minimum aggregate Occupancy Rate of all Borrowing Base Properties shall be no less than 90% at all times.


 


“Borrowing
Base Value” means, with respect to each Borrowing Base Property, as at any date of its determination,


 


(a)          an
amount equal to the lesser of:


 


(x)          (i)
prior to the Initial Termination Date, 65%, and (ii) on and after the Initial Termination Date, 60%, multiplied by
the lesser of (x) the Appraised Value of such Borrowing Base Property and (y) the Acquisition Cost of such Borrowing Base Property;
and


 


(y)          the
maximum amount of Debt Service Indebtedness that could be incurred with respect to such Borrowing Base Property without causing
the Implied Debt Service Coverage Ratio attributable to such Borrowing Base Property to be less than 1.50 to 1.00; minus


 


(b)          any
reserves required at such time by the Administrative Agent, in its reasonable discretion, for necessary repairs identified in the
property condition report relating to such Borrowing Base Property.


 


“Business
Day” means any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in Chicago,
Illinois and, if the applicable Business Day relates to the advance or continuation of, or conversion into, or payment of a Eurodollar
Loan, on which banks are dealing in U.S. Dollar deposits in the interbank eurodollar market in London, England.


 


“Capital Lease”
means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.


 


“Capital Reserve”
means, as at any date of its determination, an amount equal to the product of (i) $0.50 multiplied by (ii) the gross
leasable square footage of such Real Property on such date.


 




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“Capitalized
Lease Obligation” means, for any Person, the principal amount of the liability shown on the balance sheet of such Person
in respect of a Capital Lease determined in accordance with GAAP.


 


“Cash Collateralize”
means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Lenders,
as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit
account balances subject to a first priority perfected security interest in favor of the Administrative Agent or, if the Administrative
Agent and each applicable L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation
in form and substance satisfactory to the Administrative Agent and each applicable L/C Issuer. “Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 U.S.C. §§9601 et seq., and any future amendments.


 


“Change in
Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any
request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that
notwithstanding anything herein to the contrary,(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued and (y) all requests, rules, guidelines or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Change of
Control” means the occurrence of any of the following: (a) the acquisition by any “person” or
“group” (as such terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) at any time of beneficial ownership of more than 35% of
the outstanding capital stock or other equity interests of Global Medical REIT entitled to vote for members of the board of directors
or equivalent governing body of Global Medical REIT on a fully-diluted basis; (b) during any period of twelve (12) consecutive
months, a majority of the members of the board of directors or other equivalent governing body of Global Medical REIT cease to
be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii)
whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii)
whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses
(i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing
body, or (c) the failure of Global Medical REIT to directly or indirectly (i) control the Borrower and (ii) own more
than 51% of the total economic interest in the Equity Interests of the Borrower.  A Person shall be deemed to control another
Person for purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction
of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees
or officers, by contract or otherwise.


 




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“Closing Date”
means the date of this Agreement.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.


 


“Collateral”
means all properties, rights, interests, and privileges from time to time subject to the Liens granted to the Administrative Agent,
or any security trustee therefor, by the Collateral Documents. 


 


“Collateral
Account” is defined in Section 9.4 hereof.


 


“Collateral
Documents” means the Pledge Agreement, Mortgages (if any), and all other mortgages, deeds of trust, security agreements,
pledge agreements, assignments, financing statements, control agreements, and other documents as shall from time to time secure
the Obligations or any part thereof. 


 


“Commitment”
means, as to any Lender, the obligation of such Lender to make Revolving Loans and to participate in Swing Loans and Letters of
Credit issued for the account of the Borrower hereunder in an aggregate principal or face amount at any one time outstanding not
to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part hereof, as
the same may be reduced or modified at any time or from time to time pursuant to the terms hereof. The Borrower and the Lenders
acknowledge and agree that the Commitments of the Lenders, in the aggregate, are equal to $75,000,000 on the Closing Date.


 


“Commitment
Amount Increase” is defined in Section 1.15 hereof.


 


“Commitment
Amount Increase Request” is defined in Section 1.15 hereof.


 


“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.


 


“Compliance
Certificate” is defined in Section 8.5 hereof.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profit Taxes.


 




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“Consolidated
Leverage Ratio” means, as at any date of determination, the ratio of (i) Total Indebtedness as of such date to (ii) Total
Asset Value as of such date.


 


“Consolidated
Secured Recourse Leverage Ratio” means, as at any date of determination, the ratio of (i) Total Secured Recourse
Indebtedness as of such date to (ii) Total Asset Value as of such date.


 


“Controlled
Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated)
under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.


 


“Credit Event”
means the advancing of any Loan, or the issuance of, or extension of the expiration date or increase in the amount of, any Letter
of Credit.


 


“Customary
Recourse Exceptions” means, with respect to any Indebtedness, personal recourse that is limited to fraud, misrepresentation,
misapplication of cash, waste, Environmental Claims and liabilities, failure to pay taxes and insurance prohibited transfers, violations
of single purpose entity covenants and other similar exceptions. 


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor
relief Laws of the United States or other applicable jurisdictions from time to time in effect.


 


“Debt Service”
means, with reference to any period, the sum of (a) Interest Expense for such period and (b) the greater of (i) zero
or (ii) scheduled principal amortization paid on Total Indebtedness for such period (exclusive of any balloon payments or
prepayments of principal paid on such Total Indebtedness).


 


“Debt Service
Indebtedness” means, as at any date of determination, Indebtedness which (i) amortizes over a period of twenty-five (25)
years with equal payments of principal and interest due and payable on a monthly basis, and (ii) bears interest at a per annum
rate equal to the greater of (x) 6.00% per annum, and (y) the current yield on United States treasuries having the closest
maturity date to the tenth (10th) anniversary of the date of determination, plus 2.50%.


 


“Default”
means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute
an Event of Default.


 




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“Defaulting
Lender” means, subject to Section 1.14(b), any Lender that (a) has failed to (i) fund all or any portion
of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies
the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination
that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall
be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer,
the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation
in Letters of Credit or Swing Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the
Administrative Agent or any L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations
hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by
the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply
with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has
a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed
for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other
state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender
is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender
shall be deemed to be a Defaulting Lender (subject to Section 1.14(b)) upon delivery of written notice of such determination
to the Borrower, the L/C Issuer, the Swing Line Lender and each Lender.


 


“Depository
Account” means the Borrower’s central operating account or any successor account thereto relating to the Borrowing
Base Properties.


 


“Disqualified
Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional
redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment
constituting a return of capital, in each case at any time on or prior to the 91st day following
the Scheduled Termination Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for
(i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to the 91st
day following the Scheduled Termination Date as of the date on which such Equity Interest is issued; provided, however,
that any Equity Interest of a Person that is issued with the benefit of provisions requiring a change of control offer to be made
for such Equity Interest in the event of a change of control of such Person will not be deemed to be Disqualified Stock solely
by virtue of such provisions.


 




     32


     


    

 


“EBITDA”
means, for any period, determined on a consolidated basis of Global Medical REIT and its Subsidiaries, in accordance with GAAP,
the sum of net income (or loss) plus, to the extent included as an expense in the calculation of net income (or loss): (i) depreciation
and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) extraordinary, unrealized or non-recurring
losses, including impairment charges and losses from the sale of assets; (v) fees and expenses incurred in connection with dispositions,
the incurrence of Indebtedness or the issuance of Capital Stock (whether or not consummated); and (vi) non-cash losses, (provided
that any cash payment made with respect to any such non-cash loss shall be subtracted in computing EBITDA during the period in
which such cash payment is made) minus: (a) extraordinary, unrealized or non-recurring gains, including the write-up of assets
and gain from the sale of assets; (b) non-cash gains (provided that any receipt of cash in respect of such non-cash gains shall
be added in computing EBITDA during the period in which such cash was received); and (c) income tax benefits. 


 


“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is
subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a
parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA
Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated
supervision with its parent.


 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 


 


“Eligible
Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other
Person (other than a natural person) subject to and in accordance with the terms and provisions of Section 12.12 hereof.


 


“Eligible
Property” means, (i) as of the date any Real Property first becomes a Borrowing Base Property, such Real Property has
an Occupancy Rate of 90% and (ii) as of any Borrowing Base Determination Date, any Real Property owned or leased by a Material
Subsidiary which satisfies the following conditions:


 


(a)          such
Real Property is one hundred percent (100%) owned in fee simple or one hundred percent (100%) leased pursuant to a Qualified Ground
Lease, individually or collectively, by the Borrower or a wholly-owned Subsidiary;


 


(b)          such
Real Property is a medical office building, outpatient center, group medical practice clinic, ASC (hospital-sponsored or seasoned
group practice-sponsored), specialty hospital (short-term stay surgery, IRH, oncology), acute care hospital, or selected post-acute/long-term
care facility located in the United States (but none of its territories);


 




     33


     


    

 


(c)          (i) neither
the Borrower’s beneficial ownership interest in any such Subsidiary nor the Real Property is subject to any Lien (other than
Permitted Liens) or to any negative pledge, (ii) the Borrower or the applicable Subsidiary has the unilateral right to sell,
transfer or otherwise dispose of such Real Property and to create a Lien on such Real Property as security for Indebtedness, and
(iii) any such Subsidiary shall have either executed this Agreement as a Guarantor or shall have delivered to the Administrative
Agent (A) an Additional Guarantor Supplement or a separate Guaranty pursuant to Section 4.2 hereof, and (B) each of the documents
required by Section 7.3 hereof;


 


(d)          such
Real Property, is free of all material structural defects, material title defects, conditions that could give rise to a material
Environmental Claim or other adverse physical matters not covered by insurance or for which no reserves have been established and
which, individually or collectively, materially impair the value of such Real Property;


 


(e)          Tenants
of such Real Property under Significant Leases, if any, are no more than 90 days in arrears on base rental or other similar payments
due under their applicable Significant Leases and there exists no default (after the expiration of any applicable notice and/or
cure period) under the applicable Significant Leases for such Real Property that would have a material adverse effect on the value
of such Real Property; and


 


(f)          No
required rental payment (except for rental payments which are being contested in good faith which such contest prevents the termination
of the Ground Lease), principal or interest payment, payments of Taxes (except Taxes which are being contested in good faith and
for which adequate reserves have been established in accordance with GAAP) or payments of premiums of insurance policies, in each
case, payable by the Borrower or the applicable Subsidiary with respect to such Real Property is past due beyond the applicable
grace period with respect thereto, if any.


 


“Environmental
Claim” means any investigation, notice, violation, demand, action, suit, injunction, judgment, order, consent decree,
penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a)  in connection
with an actual or alleged violation of or liability under any Environmental Law, (b) in connection with any Hazardous Material,
(c) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental
Law or order of a Governmental Authority under Environmental Law or (d) from any actual or alleged damage, injury, threat
or harm to health, safety, natural resources or the environment.


 


“Environmental
Law” means any current or future Legal Requirement pertaining to (a) the protection of health, safety and the indoor
or outdoor environment, (b) the conservation, management or use of natural resources and wildlife, (c) the protection or use of
surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment,
storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material
or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order
or directive issued thereunder.


 




     34


     


    

 


“Equity Interests”
means with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant,
option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership
or profit interests in) such Person whether or not certificated, any security convertible into or exchangeable for any share of
capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other
acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person
(including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination. 


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
Person), as in effect from time to time. 


 


“Eurodollar
Loan” means a Loan bearing interest at the rate specified in Section 1.4(b) hereof.


 


“Eurodollar
Reserve Percentage” is defined in Section 1.4(b) hereof.


 


“Event of
Default” means any event or condition identified as such in Section 9.1 hereof.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or
any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure
for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the
regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with
respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest
is or becomes illegal.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan
or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment
(other than pursuant to an assignment request by the Borrower under Section 1.13 hereof) or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 12.1 amounts with respect to such Taxes were
payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 12.1(g)
or Section 12.1(j), and (d) any U.S. federal withholding Taxes imposed under FATCA.


 




     35


     


    

 


“Extended
Termination Date” is defined in Section 1.16 hereof.


 


“Extension
Fee” means an extension fee payable by the Borrower to the Administrative Agent for the ratable benefit of the Lenders
as a condition to the extension of the Initial Termination Date pursuant to Section 1.16 hereto in an amount equal to 0.15%
of the aggregate Commitments then in effect.


 


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


 


“FCPA”
means the Foreign Corrupt Practices Act, 15 U.S.C. §§78dd-1, et seq. 


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding
such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate
on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions
as determined by the Administrative Agent; provided that in no event shall the Federal Funds Rate be less than 0.00%.


 


“FIRREA”
means the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and all regulations promulgated
pursuant thereto.


 


“Fiscal Quarter”
means each of the three-month periods ending on March 31, June 30, September 30 and December 31 of each Fiscal Year.


 




     36


     


    

 


“Fiscal Year”
means the twelve-month period ending on December 31 of each calendar year.


 


“Fixed Charge
Coverage Ratio” means, as at any date of determination, the ratio of (i) Adjusted EBITDA for the Rolling Period
then ended or computed on an Annualized basis, as applicable, to (ii) Fixed Charges for such Rolling Period or computed on
an Annualized basis, as applicable.


 


“Fixed Charges”
means, for any period of determination, (a) Debt Service for such period, plus (b) Dividends and required distributions on the
Borrower’s preferred equity securities for such period plus (c) all income taxes (federal, state and local) paid by Borrower
during such period.


 


“Foreign Lender”
means a Lender that is not any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


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


 


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its business.


 


“GAAP”
means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession),
which are applicable to the circumstances as of the date of determination.


 


“Global Medical
REIT” is defined in the introductory paragraph of this Agreement.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank).


 




     37


     


    

 


“Ground Lease”
means a ground lease of Real Property where the owner of the fee interest thereunder is not an Affiliate of the Borrower and the
fee interest is not pledged to secured the Obligations.


 


“guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term “guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business..


 


“Guarantor”
and “Guarantors” are defined in Section 4.1 hereof.


 


“Guaranty”
and “Guaranties” are defined in Section 4.1 hereof.


 


“Hazardous
Material” means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant
or material which is hazardous or toxic and is regulated under Environmental Law, and includes, without limitation, (a) asbestos,
polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated
as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law.


 


“Hazardous
Material Activity” means any activity, event or occurrence involving a Hazardous Material, including, without limitation,
the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release,
abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material.


 


“Hedging Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries shall be a Hedging
Agreement.


 


“Hedging Liability”
means the liability of the Borrower or any Guarantor to any counterparty in respect of any Hedging Agreement as the Borrower or
such Guarantor, as the case may be, may from time to time enter into with any one or more of the Lenders party to this Agreement
at the time such Hedging Agreement was entered into or their Affiliates, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor).


 




     38


     


    

 


“Implied Debt
Service” means, with reference to any period, the aggregate Debt Service that would be due and payable during such period
on the Debt Service Indebtedness.


 


“Implied Debt
Service Coverage Ratio” means, as of the last day of any Fiscal Quarter of the Borrower, the ratio of (i) the Adjusted
Property NOI for such Borrowing Base Property to (ii) Implied Debt Service attributable to such Borrowing Base Property (computed
for the Rolling Period ending on such day or on an annualized basis in accordance with the definition of “Adjusted Property
NOI”, as applicable).


 


“Increasing
Lenders” is defined in Section 1.15 hereof.


 


“Indebtedness”
means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner by such Person
representing money borrowed (including as evidenced by bonds, debentures, notes, loan agreements and other similar instruments),
(b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in
the ordinary course of business which are not more than one hundred eighty (180) days past due and which are being contested in
good faith by appropriate proceedings diligently conducted), (c) all Capitalized Lease Obligations of such Person, (d) all
direct or contingent obligations of such Person on or with respect to letters of credit, bankers’ acceptances, bank guarantees,
surety bonds and other similar extensions of credit whether or not representing obligations for borrowed money, (e) all obligations
of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of Disqualified Stock, (f) guarantees
of such Person in respect of obligations of the kind referred to in clauses (a) through (e) above, (g) the negative net mark-to-market
value of interest rate swaps, and (h) all obligations of the kind referred to in clauses (a) through (g) above secured by
(or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien upon Property
(including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the
payment of such indebtedness, but limited to the lesser of (1) the fair market value of the Property subject to such Lien and (2)
the aggregate amount of the obligations so secured. Indebtedness of the type described in clause (g) will constitute Indebtedness
solely for the purposes of determining whether an Event of Default arising from a default under other Indebtedness shall have occurred
pursuant to Section 9.1(f).


 


“Indemnified
Taxes” means (a) all Taxes other than Excluded Taxes and (b) to the extent not otherwise described in (a),
Other Taxes.


 


“Ineligible
Property” is defined in Section 8.21 hereof 


 


“Initial Borrowing
Base Properties” means, collectively, the Real Property listed on Schedule 1.1 and “Initial Borrowing Base
Property” means any of such Real Property.


 


“Initial Termination
Date” means December 2, 2019.


 




     39


     


    

 


“Interest
Expense” means, with respect to a Person for any period of time, the interest expense whether paid, accrued or capitalized
(without deduction of consolidated interest income) of such Person for such period. Interest Expense shall exclude any amortization
of (i) deferred financing fees, including the write-off of such fees relating to the early retirement of the related Indebtedness,
and (ii) debt premiums and discounts.


 


“Interest
Payment Date” means (a) with respect to any Eurodollar Loan, the last day of each Interest Period with respect to
such Eurodollar Loan and, if the applicable Interest Period is longer than (3) three months, each day occurring every three (3)
months after the commencement of such Interest Period, (b) with respect to any Base Rate Loan (other than Swing Loans), the
last day of every calendar quarter, (c) with respect to any Eurodollar Loan and/or any Base Rate Loan, the Termination Date, and
(d) as to any Swing Loan, (i) bearing interest by reference to the Base Rate, the last day of every calendar month, and
on the Termination Date and (ii) bearing interest by reference to the Swing Line Lender’s Quoted Rate, the last day
of the Interest Period with respect to such Swing Loan, and on the Termination Date.


 


“Interest
Period” means the period commencing on the date a Borrowing of Eurodollar Loans or Swing Loans (bearing interest at the
Swing Line Lender’s Quoted Rate) is advanced, continued, or created by conversion and ending (a) in the case
of Eurodollar Loans, 1, 2, 3, or 6 months thereafter and (b) in the case of Swing Loans bearing interest at the Swing
Line Lender’s Quoted Rate, on the date one (1) to ten (10) Business Days thereafter as mutually agreed by the Borrower and
the Swing Line Lender, provided, however, that:


 


(i)          no
Interest Period shall extend beyond the Termination Date;


 


(ii)         whenever
the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall
be extended to the next succeeding Business Day, provided that, if such extension would cause the last day of an Interest
Period for a Borrowing of Eurodollar Loans to occur in the following calendar month, the last day of such Interest Period shall
be the immediately preceding Business Day; and


 


(iii)        for
purposes of determining an Interest Period for a Borrowing of Eurodollar Loans, a month means a period starting on one day in a
calendar month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there
is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins
on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month
in which such Interest Period is to end.


 


“Land Assets”
means any Real Property which is not an Asset Under Development and on which no significant improvements have been constructed
(excluding any Real Property that is contiguous to and purchased simultaneously with any completed Real Property or any Asset Under
Development).


 




     40


     


    

 


“L/C Issuer”
means BMO Harris Bank N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 1.3(h) hereof.


 


“L/C Obligations”
means the aggregate undrawn face amounts of all outstanding Letters of Credit and all unpaid Reimbursement Obligations.


 


“L/C Participation
Fee” is defined in Section 2.1(b) hereof.


 


“L/C Sublimit”
means $10,000,000, as such amount may be reduced pursuant to the terms hereof.


 


“Lease”
means each existing or future lease, sublease (to the extent of any property owner’s rights thereunder), license, or other
similar agreement under the terms of which any Person has or acquires any right to occupy or use any Real Property or any part
thereof, or interest therein, as the same may be amended, supplemented or modified.


 


“Legal Requirement”
means any treaty, convention, statute, law, regulation, ordinance, license, permit, governmental approval, injunction, judgment,
order, consent decree or other requirement of any Governmental Authority, whether federal, state, or local.


 


“Lenders”
means and includes BMO Harris Bank N.A. and each other financial institution party hereto as a “Lender” from time to
time, including, without limitation, pursuant to Section 1.13, 1.14, 1.15 or 12.12 hereof and, unless the context otherwise requires,
the Swing Line Lender, and in each case, for so long as such Person shall hold Commitments, Loans or L/C Obligations hereunder.


 


“Lending Office”
is defined in Section 10.4 hereof.


 


“Letter of
Credit” is defined in Section 1.3(a) hereof.


 


“LIBOR”
is defined in Section 1.4(b) hereof.


 


“LIBOR Index
Rate” is defined in Section 1.4(b) hereof.


 


“LIBOR Quoted
Rate” is defined in Section 1.4(a) hereof.


 


“Lien”
means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, including
the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.


 


“Loan”
means any Revolving Loan or Swing Loan, whether outstanding as a Base Rate Loan or Eurodollar Loan or otherwise, each of which
is a “type” of Loan hereunder.


 


“Loan Documents”
means this Agreement, the Notes (if any), the Applications, the Guaranties, if any, the Collateral Documents and each other instrument
or document to be delivered hereunder or thereunder or otherwise in connection therewith.


 




     41


     


    

 


“Material
Adverse Effect” means (a) a material adverse change in, or material adverse effect upon, the operations, performance,
business, Property or financial condition of Global Medical REIT and its Subsidiaries, taken as a whole, (b) a material impairment
of the ability of the Borrower or any Guarantor to perform its payment or other material obligations under any Loan Document to
which it is a party or (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability against
the Borrower or any Guarantor of any Loan Document to which it is a party or the rights and remedies of the Administrative Agent
and the Lenders thereunder or (ii) the perfection or priority of any Lien granted under any Collateral Document.


 


“Material
Subsidiary” means each wholly-owned Subsidiary that owns a Borrowing Base Property.


 


“Minimum Collateral
Amount” means, at any time, with respect to Cash Collateral consisting of cash or deposit account balances, an amount
equal to 103% of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor thereof.


 


“Mortgages”
means, collectively, each mortgage and deed of trust delivered to the Administrative Agent hereunder, as the same may be amended,
modified, supplemented or restated from time to time. 


 


“Net Worth”
means for each applicable period, total equity reflected on Global Medical REIT’s consolidated balance sheet as reported
in its Form 10-K or 10-Q, as applicable.


 


“Note”
and “Notes” are defined in Section 1.10 hereof.


 


“Obligations”
means all obligations of the Borrower to pay principal and interest on the Loans, all Reimbursement Obligations owing under the
Applications, all fees and charges payable hereunder, and all other payment obligations of the Borrower or any Guarantor arising
under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct
or indirect, absolute or contingent, and howsoever evidenced, held or acquired.


 


“Occupancy
Rate” means for any Real Property, the percentage of the rentable area of such Real Property occupied by bona fide Tenants
of such Property or leased by Tenants pursuant to bona fide Tenant Leases, in each case, which Tenant is (a) not more than 30 days
in arrears on base rental or other similar payments due under its Tenant Lease and (b) not subject to a then continuing Bankruptcy
Event, or if subject to a then continuing Bankruptcy Event (i) the trustee in bankruptcy of such Tenant shall have accepted and
assumed such Lease or the Tenant shall be not more than 30 days in arrears on base rental or other similar payments described above
in clause (a); (ii) to the extent that the Tenant shall have filed, and the bankruptcy court shall have approved,
the Tenant’s plan for reorganization, the Tenant shall be performing its obligations pursuant to the approved plan of reorganization;
or (iii) the status of such Tenant’s Lease shall be otherwise reasonably acceptable to the Administrative Agent; provided,
that if any Real Property is subject to a master Lease, such Real Property shall be deemed occupied to the extent of the Real Property
leased pursuant to such master Lease (even if any such Tenant is not physically occupying its space).


 




     42


     


    

 


“OFAC”
means the United States Department of Treasury Office of Foreign Assets Control.


 


“OFAC Event”
is defined in Section 8.13(c) hereof.


 


“OFAC Sanctions
Programs” means all laws, regulations, and Executive Orders administered by OFAC, including without limitation, the Bank
Secrecy Act, anti-money laundering laws (including, without limitation, the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act)), and all economic and
trade sanction programs administered by OFAC, any and all similar United States federal laws, regulations or Executive Orders (whether
administered by OFAC or otherwise), and any similar laws, regulations or orders adopted by any State within the United States.


 


“Omaha Facility”
means the Real Property located at 1870 South 75th Street, Omaha, Nebraska.


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 1.13 hereof).


 


“Parent”
is defined in the introductory paragraph of this Agreement. 


 


“Participating
Interest” is defined in Section 1.3(e) hereof.


 


“Participating
Lender” is defined in Section 1.3(e) hereof.


 


“Patriot Act”
is defined in Section 7.2(q) hereof.


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.


 




     43


     


    

 


“Percentage”
means, for each Lender, the percentage of the Commitments represented by such Lender’s Commitment or, if the Commitments
have been terminated, the percentage held by such Lender (including through participation interests in Reimbursement Obligations)
of the aggregate principal amount of all Loans and L/C Obligations then outstanding.


 


“Permitted
Liens” means each of the following: (a) Liens for taxes, assessments and governmental charges or levies to the extent
not required to be paid under Section 8.3; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations
that are not overdue for a period of more than thirty (30) days or that are being contested in good faith and by proper proceedings
and as to which appropriate reserves are being maintained; (c) pledges or deposits to secure obligations under workers’
compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, zoning restrictions,
rights of way and other encumbrances on title to real property that do not materially and adversely affect the value of such real
property or the use of such real property for its present purposes; (e) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other
obligations of like nature incurred in the ordinary course of business; (f) Liens in favor of the United States of America
for amounts paid to the Borrower or any Guarantor as progress payments under government contracts entered into by it; (g) attachment,
judgment and other similar Liens arising in connection with court, reference or arbitration proceedings, provided that the same
do not constitute an Event of Default under Section 9.1(g); (h) the rights of tenants or lessees under leases or subleases not
materially interfering with the ordinary conduct of business of such Person; (i) Liens granted pursuant to the Collateral Documents;
(j) Liens on Property owned by non-Guarantor Subsidiaries and Liens on the Equity Interests of non-Guarantor Subsidiaries; (k)
Liens existing on the date hereof and listed on Schedule 1.2 attached hereto; (l) Liens securing obligations in the nature of personal
property financing leases for furniture, furnishings or similar assets, Capital Lease Obligations and other purchase money obligations
for fixed or capital assets; provided that (i) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness, (ii) the obligations secured thereby does not exceed the cost of the property being acquired
on the date of acquisition, and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets
other than the assets subject to such Capital Leases; (m) such other title and survey exceptions as the Administrative Agent has
approved in writing in the Administrative Agent’s reasonable discretion and (n) other Liens securing Indebtedness or other
obligations in an aggregate principal amount at any time outstanding not to exceed $5,000,000 determined as of the date of incurrence.


 


“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any
other entity or organization, including a government or agency or political subdivision thereof.


 


“Plan”
means any employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code that either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled
Group or (b) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one
employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions
or has within the preceding five plan years made contributions.


 




     44


     


    

 


“Pledge Agreement”
means a Pledge Agreement dated as of the date of this Agreement among the Borrower and the Administrative Agent, as the same may
be amended, modified, supplemented or restated from time to time, related to a pledge of the Equity Interests of each Material
Subsidiary to secure the Obligations. 


 


“Property”
or “Properties” means, as to any Person, all types of real (including Real Property), personal, tangible, intangible
or mixed property, including leasehold estates created by Ground Leases, owned by such Person whether or not included in the most
recent balance sheet of such Person and its subsidiaries under GAAP, including, as to any Subsidiary, any Real Property owned by
it.


 


“Property
Expenses” means, as to any Real Property, the costs (including, but not limited to, management fees, payments under Ground
Leases, bad debt expenses, payroll, real estate taxes, assessments, insurance, utilities, landscaping and other similar charges)
of operating and maintaining such Real Property, which are the responsibility of the Borrower or the applicable Subsidiary that
are not paid directly by the applicable Tenant, but excluding Debt Service, income tax expense, capital expenses, depreciation,
amortization, interest costs, other non-cash expenses, general and administrative expenses related to the operation of the Borrower
or the applicable Subsidiary and real estate acquisition costs and expenses.


 


“Property
Income” means, as to any Real Property, straight-line rents as determined in accordance with GAAP, but excluding security
deposits and prepaid rent except to the extent applied in satisfaction of applicable Tenants’ obligations for rent.


 


“Property
NOI” means, with respect to any Real Property for any period (without duplication) the aggregate amount of (i) Property
Income for such period minus (ii) Property Expenses for such period.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at
the time the relevant guarantee or grant of the relevant security interest 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 and 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.


 




     45


     


    

 


“Qualified
Ground Lease” means any Ground Lease (a) which is a direct Ground Lease granted by the fee owner of real property,
(b) which may be transferred and/or assigned without the consent of the lessor (or as to which the lease expressly provides
that (i) such lease may be transferred and/or assigned with the consent of the lessor and (ii) such consent shall not be unreasonably
withheld or delayed) or subject to certain reasonable pre-defined requirements, (c) which has a remaining term (including
any renewal terms exercisable at the sole option of the lessee) of at least thirty (30) years, (d) under which no material
default has occurred and is continuing, (e) with respect to which a Lien may be granted without the consent of the lessor,
(f) for any Ground Lease executed at or after the time Borrower or the Subsidiary acquires the Property which contains lender
protection provisions reasonably acceptable to the Administrative Agent, including, without limitation, provisions to the effect
that (i) the lessor shall notify any holder of a leasehold mortgage Lien in such lease of the occurrence of any default by
the lessee under such lease and shall afford such holder the option to cure such default, and (ii) in the event that such
lease is terminated or rejected in a bankruptcy, such holder shall have the option to enter into a new lease having terms substantially
identical to those contained in the terminated or rejected lease and (g) which is otherwise reasonably acceptable in form and substance
to the Administrative Agent.


 


“RCRA”
means the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste
Amendments of 1984, 42 U.S.C. §§6901 et seq., and any future amendments.


 


“Real Property”
or “Real Properties” means any real property owned or leased by the Borrower or any Subsidiary.


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender, and (c) any L/C Issuer, as applicable.


 


“Reimbursement
Obligation” is defined in Section 1.3(c) hereof.


 


“REIT”
means a “real estate investment trust” in accordance with Section 856 et seq. of the Code.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents,
trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 


 


“Release”
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping,
or disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums,
containers, tanks or other receptacles containing or previously containing any Hazardous Material.


 


“Replacement
Property” is defined in Section 8.21 hereof 


 


“Required
Lenders” means, as of the date of determination thereof, (i) if there are fewer than three (3) unaffiliated Lenders,
all Lenders and (ii) if there are three (3) or more unaffiliated Lenders, Lenders whose outstanding Loans, interests in Letters
of Credit and Unused Commitments constitute more than 50% of the sum of the total outstanding Loans, interests in Letters of Credit,
and Unused Commitments of the Lenders on such date. To the extent provided in Section 12.13, the Loans, interests in Letters of
Credit and Unused Commitments of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.


 




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“Responsible
Officer” means, with respect to Global Medical REIT or the Borrower, the chief executive officer, president, chief financial
officer, chief accounting officer, treasurer, assistant treasurer, controller, or chief legal officer or the chief operating officer
of such Person.


 


“Restricted
Payments” means dividends on or other distributions in respect of any class or series of Stock, Stock Equivalents or
other Equity Interests of Global Medical REIT, the Borrower or its Subsidiaries or the direct or indirect purchase, redemption,
acquisition, or retirement of any of Global Medical REIT’s, the Borrower’s or a Subsidiaries’ Stock, Stock Equivalents
or other Equity Interest.


 


“Revolving
Credit” means the credit facility for making Loans and issuing Letters of Credit described in Sections 1.1, 1.2
and 1.3 hereof.


 


“Revolving
Credit Availability” means, as of any time the same is to be determined, the amount (if any) by which (a) the lesser
of (1) the Borrowing Base as then determined and computed in accordance with this Agreement, and (2) the Commitments as then in
effect, exceeds (b) the aggregate principal amount of Loans and L/C Obligations then outstanding.


 


“Revolving
Loan” is defined in Section 1.1 hereof and, as so defined, includes a Base Rate Loan or a Eurodollar Loan, each
of which is a “type” of Revolving Loan hereunder.


 


“Rolling Period”
means, as of any date, the four Fiscal Quarters ending on or immediately preceding such date.


 


“S&P”
means Standard & Poor’s Ratings Services Group, a division of The McGraw-Hill Companies, Inc.


 


“Scheduled
Termination Date” means the Initial Termination Date or the Extended Termination Date, as the case may be.


 


“Significant
Lease” means, as to any particular Real Property, each Lease which constitutes 30% or more of all base rent revenue of
such Real Property.


 


“Solvent”
means, with respect to any person on a particular date, that on such date (a) the fair value of the property of such Person is
greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present
fair saleable 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 is able to realize upon its assets and pay its
debts and other liabilities, contingent obligations and other commitments as they mature, (d) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities
mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction,
for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is
intended that such liabilities will be computed at the amount which, in 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.


 




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“Stock”
means shares of capital stock, beneficial or partnership interests, participations or other equivalents (regardless of how designated)
of or in a corporation or equivalent entity, whether voting or non-voting, and includes, without limitation, common stock, but
excluding any preferred stock or other preferred equity securities.


 


“Stock Equivalents”
means all securities (other than Stock) convertible into or exchangeable for Stock at the option of the holder, and all warrants,
options or other rights to purchase or subscribe for any stock, whether or not presently convertible, exchangeable or exercisable.


 


“Subsidiary”
means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding
Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more
other entities which are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein,
the term “Subsidiary” means a Subsidiary of Global Medical REIT or the Borrower or of any of their direct or
indirect Subsidiaries.


 


“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.


 


“Swing Line” means
the credit facility for making one or more Swing Loans described in Section 1.2 hereof.


 


“Swing Line
Lender” means BMO Harris Bank N.A., acting in its capacity as the Lender of Swing Loans hereunder, or any successor Lender
acting in such capacity appointed pursuant to Section 12.12 hereof.


 


“Swing Line
Lender’s Quoted Rate” is defined in Section 1.2(c) hereof.


 


“Swing Line
Sublimit” means $10,000,000, as such amount may be reduced pursuant to the terms hereof.


 


“Swing Loan”
and “Swing Loans” each is defined in Section 1.2 hereof.


 


“Swing Note”
is defined in Section 1.11 hereof.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including back up withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 




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“Tenant”
means any Person leasing, subleasing or otherwise occupying any portion of a Real Property under a Lease.


 


“Termination
Date” means the earlier of (i) the Scheduled Termination Date and (ii) the date on which the Commitments are
terminated in full pursuant to Section 1.12, 9.2 or 9.3 hereof.


 


“Total Asset
Value” means, as of any date of determination and without duplication, an amount equal to the sum of (i) with respect
to each Real Property (other than Assets Under Development and Land Assets), the GAAP book value of such Real Property (plus any
allowance for accumulated depreciation for such Real Property (other than Assets Under Development and Land Assets)); plus
(ii) unrestricted cash and cash equivalents owned by Global Medical REIT and its Subsidiaries as of such date, as determined
in accordance with GAAP, plus (iii) the GAAP book value of the actual funded portion of Assets Under Development of Global
Medical REIT and its Subsidiaries (plus any allowance for accumulated depreciation for such Assets Under Development), plus
(iv) the GAAP book value of Land Assets of Global Medical REIT and its Subsidiaries, plus (v) the outstanding principal
balance (or such lesser amount, if required under GAAP) of investments in mortgages and mezzanine loans held by Global Medical
REIT and its Subsidiaries.


 


“Total Indebtedness”
means, as of a given date, the consolidated Indebtedness of Global Medical REIT and its Subsidiaries, minus any unrestricted cash
or cash equivalents in an amount not to exceed $5,000,000, as determined in accordance with GAAP.


 


“Total Secured
Recourse Indebtedness” means, as of any date of determination, the aggregate principal amount of all Indebtedness outstanding
of Global Medical REIT and its Subsidiaries, evidenced by notes, bonds, debentures or similar instruments and capital lease obligations
that are secured by a Lien and which is recourse to, or has a deficiency
guaranty provided by, Borrower or any Guarantor (directly or by a guaranty thereof, but without duplication), (it being understood
that any Indebtedness which provides for recourse to Borrower or any Guarantor solely by virtue of Customary Recourse Exceptions
shall not constitute recourse Indebtedness).


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York.


 


“Unfunded
Vested Liabilities” means, for any Plan at any time, the amount (if any) by which the present value of all vested
nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all
determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential
liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.


 


“Unused Commitments”
means, at any time, the difference between the aggregate Commitments then in effect and the aggregate outstanding principal amount
of Loans and L/C Obligations.


 


“U.S. Dollars”
and “$” each means the lawful currency of the United States of America.


 




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“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“Voting Stock”
of any Person means capital stock or other equity interests of any class or classes (however designated) having ordinary power
for the election of directors or other similar governing body of such Person, other than stock or other equity interests having
such power only by reason of the happening of a contingency.


 


“Welfare Plan”
means a “welfare plan” as defined in Section 3(1) of ERISA.


 


“Withholding
Agent” means the Borrower and the Administrative Agent.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


Section 5.2.          Interpretation.
The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof”
and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation
herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time,
and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All
references to time of day herein are references to Chicago, Illinois, time unless otherwise specifically provided. Where the character
or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting
computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such
principles are inconsistent with the specific provisions of this Agreement.


 




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Section 5.3.          Change
in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the
preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the
method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required
Lenders may, by written notice to the Lenders and the Borrower, respectively, require that the Required Lenders and the Borrower
negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles,
with the desired result being that the criteria for evaluating the financial condition of Global Medical REIT and its Subsidiaries
shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation
shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such
covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined
in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing,
the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial
covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of
a change in accounting principles after the Closing Date. Notwithstanding the foregoing, obligations relating to any leases that
were accounted for by any Person as operating leases as of the Closing Date, and any similar lease entered into after the Closing
Date by such Person, shall be accounted for as obligations relating to operating leases and not as obligations relating to Capital
Leases.


 


		Section 6.	Representations
and Warranties.



 


The Borrower and each
Guarantor represents and warrants to the Administrative Agent, the Lenders, and the L/C Issuer as follows:


 


Section 6.1.          Organization
and Qualification. The Borrower is duly organized, validly existing, and in good standing as a limited partnership under
the laws of the State of Delaware. Global Medical REIT is duly organized, validly existing, and in good standing as a corporation
under the laws of the State of Maryland. Each of Global Medical REIT and the Borrower has full and adequate power to own its Property
and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which
the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying;
except to the extent that the failure to do so would not have a Material Adverse Effect.


 


Section 6.2.          Subsidiaries.
Each Subsidiary is (a) duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is
organized except, in the case of a Subsidiary that is not a Guarantor, where the failure to be in good standing would not have
a Material Adverse Effect and (b) has full and adequate power to own its Property and conduct its business as now conducted, and
is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or
the nature of the Property owned or leased by it requires such licensing or qualifying; except in each case referred to in clause
(b) to the extent that the failure to do so would not have a Material Adverse Effect. Schedule 6.2 hereto is a correct and
complete copy of the organizational chart of Global Medical REIT and its Subsidiaries as of the Closing Date (including with respect
to future periods as to which this representation is required to be remade, as updated from time to time as provided in Section
8.5(l)) and identifies the jurisdiction of organization of Global Medical REIT and each Subsidiary. All of the outstanding shares
of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and, with respect to Subsidiaries
that are corporations, fully paid and nonassessable, and all such shares and other equity interests indicated on Schedule 6.2
as owned by Global Medical REIT or a Subsidiary are owned, beneficially and of record, by Global Medical REIT or such Subsidiary
free and clear of all Liens (other than Permitted Liens). Other than as publicly disclosed by Global Medical REIT or any Subsidiary
of Global Medical REIT in any filings with any securities exchange or the Securities and Exchange Commission or any successor agency,
there are no outstanding commitments or other obligations of the Borrower or any Subsidiary of the Borrower to issue, and no options,
warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower
or any Subsidiary of the Borrower.


 




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Section 6.3.          Authority
and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents
executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral
Documents from time to time executed by the Borrower and to perform all of its obligations hereunder and under the other Loan Documents
executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations,
Hedging Liability, and Bank Products Obligations, to grant to the Administrative Agent the Liens described in the Collateral Documents
from time to time executed by such Guarantor and to perform all of its obligations under the Loan Documents executed by it. The
Loan Documents delivered by the Borrower and the Guarantors have been duly authorized, executed, and delivered by such Persons
party thereto and constitute valid and binding obligations of such Persons party thereto enforceable against them in accordance
with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is
considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance
or observance by the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene
or constitute a default under any applicable Legal Requirement binding upon the Borrower or any Subsidiary or any provision of
the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles
of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any
Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of the Borrower or any Guarantor
or affecting any of their Property, in each case where such contravention or default, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of
the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders and
the L/C Issuer).


 


Section 6.4.          Use
of Proceeds; Margin Stock. The Borrower shall use the proceeds of the Revolving Credit solely to refinance existing Indebtedness
to fund acquisitions, to finance capital expenditures and/or working capital, for general corporate purposes and/or for payment
of fees and expenses related to this Agreement. Neither the Borrower nor any Guarantor is engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System), and no part of the proceeds of any Loan or any other extension of credit made hereunder will be
used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such
margin stock. Margin stock (as hereinabove defined) constitutes less than 25% of the assets of the Borrower and the Guarantors.


 




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Section 6.5.          Financial
Reports. The consolidated balance sheet of Global Medical REIT and its Subsidiaries as of December 31, 2015, and the related
consolidated statements of income, retained earnings and cash flows of Global Medical REIT and its Subsidiaries for the Fiscal
Year then ended, and accompanying notes thereto, which financial statements are accompanied by the unqualified audit report of
independent public accountants heretofore furnished to the Administrative Agent and the Lenders, fairly present the consolidated
financial condition of Global Medical REIT and its Subsidiaries as at said dates and the consolidated results of their operations
and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis, except as otherwise expressly
noted therein. To the Borrower’s knowledge, none of Global Medical REIT, the Borrower or any Subsidiary has contingent liabilities
which are material to it and are required to be set forth in its financial statements or notes thereto in accordance with GAAP
other than as indicated on such financial statements and notes thereto (including with respect to future periods as to which this
representation is required to be remade, on the financial statements furnished pursuant to Section 8.5 hereof).


 


Section 6.6.          No
Material Adverse Change. Since December 31, 2015, there has been no change in the business, financial condition, operations,
performance or properties of Global Medical REIT, the Borrower and the Subsidiaries taken as a whole, which would reasonably be
expected to have a Material Adverse Effect.


 


Section 6.7.          Full
Disclosure. The written statements and written information (excluding projections, forward-looking statements and information
of a general economic or industry nature) furnished by the Borrower or any Guarantor to the Administrative Agent and the Lenders
in connection with the negotiation of this Agreement and the other Loan Documents, taken as a whole, do not contain any untrue
statements of a material fact or omit a material fact necessary to make the material statements contained herein or therein, taken
as a whole, not misleading. The Administrative Agent and the Lenders acknowledge that as to any projections furnished to the Administrative
Agent and the Lenders by the Borrower, the Borrower only represents that the same were prepared in good faith on the basis of information
and estimates the Borrower believed to be reasonable at the time of preparation.


 


Section 6.8.          Trademarks,
Franchises, and Licenses. Global Medical REIT, the Borrower and its Subsidiaries own, possess, or have the right to use all
patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial
and proprietary information necessary to conduct their businesses as now conducted, without known conflict with any patent, license,
franchise, trademark, trade name, trade style, copyright or other proprietary right of any other Person except, in each case, where
the failure to do so would not have a Material Adverse Effect.


 




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Section 6.9.          Governmental
Authority and Licensing. Global Medical REIT, the Borrower and its Subsidiaries have received all licenses, permits, and approvals
of all federal, state, and local governmental authorities, if any, necessary to conduct their businesses, in each case where the
failure to obtain or maintain the same would reasonably be expected to have a Material Adverse Effect. No investigation or proceeding,
which could reasonably be expected to result in revocation or denial of any material license, permit or approval, is pending or,
to the knowledge of the Borrower or Global Medical REIT, threatened except where such revocation or denial would not reasonably
be expected to have a Material Adverse Effect.


 


Section 6.10.         Good
Title. Global Medical REIT, the Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests)
to their assets as reflected on the most recent consolidated balance sheet of Global Medical REIT, the Borrower and its Subsidiaries
furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), except for
such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The assets owned by the Borrower and each Guarantor are subject to no Liens, other than Permitted Liens.


 


Section 6.11.         Litigation
and Other Controversies. There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor
to the knowledge of the Borrower threatened, against Global Medical REIT, the Borrower or any Subsidiary or any of their Property
which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, other than as set forth
on Schedule 6.11.


 


Section 6.12.         Taxes.
All material tax returns required to be filed by Global Medical REIT, the Borrower or any Subsidiary in any jurisdiction have,
in fact, been filed, and all Taxes upon Global Medical REIT, the Borrower or any Subsidiary or upon any of its Property, income
or franchises, which are shown to be due and payable in such returns, have been paid, except (a) such taxes, assessments, fees
and governmental charges, if any, as are being contested in good faith and by appropriate proceedings which prevent enforcement
of the matter under contest and as to which adequate reserves established in accordance with GAAP have been provided or (b) where
the failure to file such returns or pay such Taxes would not result in a Material Adverse Effect. Adequate provisions in accordance
with GAAP for material taxes on the books of Global Medical REIT, the Borrower and each Subsidiary have been made for all open
years, and for its current fiscal period.


 


Section 6.13.         Approvals.
No authorization, consent, license or exemption from, or filing or registration
with, any Governmental Authority, nor any approval or consent of any other Person, is or will be necessary to the valid execution,
delivery or performance by the Borrower or any Guarantor of any Loan Document, except (a) those that have otherwise been obtained
or made on or prior to the Closing Date and which remain in full force and effect on the Closing Date, (b) filings necessary to
release Liens securing Indebtedness to be refinanced on or about the Closing Date, (c) filings necessary to perfect the Liens created
under the Collateral Documents and (d) where the failure to obtain such authorizations, consents, licenses, exemptions or approvals,
or make such filings or registrations, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


Section 6.14.         Affiliate
Transactions. Except as permitted by Section 8.14 hereof, none of Global Medical REIT, the Borrower or any Subsidiary
is a party to any contracts or agreements with any of its Affiliates.


 




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Section 6.15.         Investment
Company. None of Global Medical REIT, the Borrower or any Guarantor is an “investment company” or a company “controlled”
by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


Section 6.16.         ERISA.
The Borrower and each other member of its Controlled Group has fulfilled its obligations under the minimum funding standards of
and is in compliance in all material respects with ERISA and the Code to the extent applicable to it and has not incurred any
material liability to the PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007
of ERISA. None of the Borrower or any Subsidiary has any material contingent liabilities with respect to any post-retirement benefits
under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.


 


Section 6.17.         Compliance
with Laws. (a) Global Medical REIT, the Borrower and its Subsidiaries are in compliance with all Legal Requirements applicable
to or pertaining to their respective Property or business operations (including, without limitation, the Occupational Safety and
Health Act of 1970, the Americans with Disabilities Act of 1990, zoning regulations and Environmental Laws), to the extent that
non-compliance with any such Legal Requirements, individually or in the aggregate, would reasonably be expected to have a Material
Adverse Effect.


 


(b)          Without
limiting the representations and warranties set forth in Section 6.17(a) above, except for matters specifically set forth
on Schedule 6.17(b) attached hereto or other matters, individually or in the aggregate, which would not reasonably be expected
to result in a Material Adverse Effect, the Borrower represents and warrants that: (i) Global Medical REIT, the Borrower and
its Subsidiaries, and each of the Borrowing Base Properties, comply in all material respects with all applicable Environmental
Laws; (ii) Global Medical REIT, the Borrower and its Subsidiaries have obtained all governmental approvals required for their
operations and each of the Borrowing Base Properties by any applicable Environmental Law; (iii) Global Medical REIT, the Borrower
and its Subsidiaries have not, and the Borrower has no knowledge of any other Person who has, caused any Release, threatened Release
or disposal of any Hazardous Material at, on, about, or off any of the Borrowing Base Properties in any material quantity and,
to the knowledge of the Borrower, none of the Borrowing Base Properties are adversely affected by any Release, threatened Release
or disposal of a Hazardous Material, in any material quantity, originating or emanating from any other property; (iv) Global
Medical REIT, the Borrower and its Subsidiaries have no notice or knowledge that the Borrowing Base Properties contain or have
contained any: (1) underground storage tank or material amounts of asbestos containing building material, (2) landfills
or dumps, (3) hazardous waste management facility as defined pursuant to RCRA or any comparable state law, or (4) site
on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or
published pursuant to any comparable state law; (v) except in the ordinary course of business and in material compliance with
Environmental Law, Global Medical REIT, the Borrower and its Subsidiaries have not used a material quantity of any Hazardous Material
and have conducted no Hazardous Material Activity at any of the Borrowing Base Properties; (vi) Global Medical REIT, the Borrower
and its Subsidiaries have no material liability for response or corrective action, natural resource damage or other harm pursuant
to CERCLA, RCRA or any comparable state law; (vii) Global Medical REIT, the Borrower and its Subsidiaries have no notice or
knowledge of and, to the knowledge of Borrower, are not subject to and are not required to give any notice of any Environmental
Claim involving Global Medical REIT, the Borrower or any Subsidiary or any of the Borrowing Base Properties, and there are no conditions
or occurrences at any of the Borrowing Base Properties which could reasonably be anticipated to form the basis for an Environmental
Claim against the Borrower or any Subsidiary or such Borrowing Base Properties; (viii) to the knowledge of Global Medical
REIT and the Borrower, none of the Borrowing Base Properties are subject to any, and the Borrower has no knowledge of any imminent
restriction on the ownership, occupancy, use or transferability of the Borrowing Base Properties in connection with any (1) Environmental
Law or (2) Release, threatened Release or disposal of a Hazardous Material; and (ix) there are no conditions or circumstances
at any of the Borrowing Base Properties which pose an unreasonable risk to the environment or the health or safety of Persons.
It is understood and agreed that medical activities conducted in compliance with Environmental Laws shall not be deemed to violate
this subsection.


 




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(c)          Global
Medical REIT, the Borrower and its Subsidiaries are in material compliance with all Anti-Corruption Laws. Global Medical REIT,
the Borrower and its Subsidiaries have implemented and maintain in effect policies and procedures designed to ensure compliance
by each Global Medical REIT, the Borrower and its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws. None of Global Medical REIT, the Borrower or its Subsidiaries has made a payment, offering, or promise to
pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for
or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political
office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office,
and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to Global
Medical REIT, the Borrower or its Subsidiaries or to any other Person, in violation of any Anti-Corruption Laws.


 


Section 6.18.         OFAC.
(a) Global Medical REIT and the Borrower are in compliance with the requirements of all OFAC Sanctions Programs applicable
to it, (b) each Subsidiary is in compliance with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary,
(c) the Borrower has provided to the Administrative Agent, the L/C Issuer, and the Lenders all information requested by them
regarding the Borrower, the Subsidiaries and other Affiliates of the Borrower necessary for the Administrative Agent, the L/C Issuer,
and the Lenders to comply with all applicable OFAC Sanctions Programs, and (d) to the Borrower’s knowledge, neither the Borrower
nor any of the Subsidiaries or other Affiliates of the Borrower is, nor to the knowledge of any of the foregoing, any officer,
director or Affiliate of any of the foregoing, is a Person that is or is owned or controlled by Persons that are (i) the target
of any OFAC Sanctions Programs or (ii) located, organized or resident in a country that is, or whose government is, the subject
of any OFAC Sanctions Programs.


 


Section 6.19.         Other
Agreements. None of Global Medical REIT, the Borrower or any Subsidiary is in default under the terms of any covenant, indenture
or agreement of such Person or affecting any of its Property, which default would reasonably be expected to have a Material Adverse
Effect.


 




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Section 6.20.         Solvency.
Global Medical REIT, the Borrower and its Subsidiaries, taken as a whole, are Solvent.


 


Section 6.21.         No
Default. No Default or Event of Default has occurred and is continuing.


 


Section 6.22.         No
Broker Fees. No broker’s or finder’s fee or commission owing to any broker or finder engaged by the Borrower or
any Subsidiary will be payable with respect hereto or any of the transactions contemplated thereby; and the Borrower hereby agrees
to indemnify the Administrative Agent and the Lenders against, and agrees that it will hold the Administrative Agent and the Lenders
harmless from, any such claim, demand, or liability for any such broker’s or finder’s fees alleged to have been incurred
by the Borrower in connection herewith or therewith and any expenses (including reasonable attorneys’ fees) arising in connection
with any such claim, demand, or liability.


 


Section 6.23.         Condition
of Property; Casualties; Condemnation. Except to the extent that the same would not reasonably be expected to result in a Material
Adverse Effect, each Real Property, (a) is in good repair, working order and condition, normal wear and tear excepted, (b) is free
of structural defects, (c) is not subject to material deferred maintenance, (d) has and will have all building systems contained
therein in good repair, working order and condition, normal wear and tear excepted and (e) does not have a building located in
a flood plain or flood hazard area, or if located in a flood plain or flood hazard area, such building is covered by full replacement
cost flood insurance (it being understood that parking lots and unimproved portions of the Property may be in a flood plain). For
the avoidance of doubt, in no event shall the representations contained in the foregoing clause (a) through (d) be deemed to be
applicable to any Property owned by a Tenant. None of the Borrowing Base Properties is currently materially adversely affected
as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo,
requisition or taking of property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities
of armed forces or acts of God or of any public enemy which is not in the process of being repaired. No condemnation or other like
proceedings that has had, or would reasonably be expected to result in, a Material Adverse Effect, is pending, served or, to the
knowledge of the Borrower, threatened against any Borrowing Base Property.


 


Section 6.24.         Legal
Requirements and Zoning. Except as disclosed in the zoning reports furnished to Administrative Agent, to the Borrower’s
knowledge and except where the failure of any of the following to be true and correct would not have a Material Adverse Effect,
the use and operation of each Real Property constitutes a legal use (including legally nonconforming use) under applicable zoning
regulations (as the same may be modified by special use permits or the granting of variances) and complies in all material respects
with all Legal Requirements, and does not violate in any material respect any approvals, restrictions of record or any material
agreement in respect of any such Real Property (or any portion thereof).


 


Section 6.25.         REIT
Status. Global Medical REIT (a) commencing with its taxable year beginning January 1, 2016, will elect to be treated as a REIT
and will operate in a manner so as to qualify as a REIT, and (b) has not revoked its election to be a REIT.


 




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		Section 7.	Conditions Precedent.



 


Section 7.1.          All
Credit Events. At the time of each Credit Event:


 


(a)          each
of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in
all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of
said time, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct
in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as
of such earlier date;


 


(b)          no
Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event and, after giving
effect to such extension of credit, the Revolving Credit Availability, as then determined and computed, shall be no less than $0;
and


 


(c)          in
the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 1.6 hereof, and the L/C Issuer
shall have received (i) in the case of the issuance of any Letter of Credit, a duly completed Application for such Letter of Credit
together with any fees called for by Section 2.1 hereof, and (ii) in the case of an extension or increase in the amount of
a Letter of Credit, a written request therefor, in a form reasonably acceptable to the L/C Issuer, together with any fees
called for by Section 2.1 hereof.


 


Each request for a
Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a
Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event as to the
facts specified in subsections (a) through (c), inclusive, of this Section 7.1; provided, however, that the Lenders
may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders, notwithstanding the failure of
the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver
of any Default or Event of Default or other condition set forth above that may then exist.


 


Section 7.2.          Initial
Credit Event. Before or concurrently with the initial Credit Event:


 


(a)          the
Administrative Agent shall have received this Agreement and the Pledge Agreement duly executed by each party thereto;


 


(b)          if
requested by any Lender, the Administrative Agent shall have received a Note payable to such Lender duly executed by the Borrower
and dated the Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;


 


(c)          the
Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;


 




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(d)          the
Administrative Agent shall have received copies of the Borrower’s and each Guarantor’s articles of incorporation and
bylaws (or comparable organizational documents) and any amendments thereto, in each case, as in effect on the Closing Date, certified
in each instance by an authorized officer of Global Medical REIT (on behalf of itself and in its capacity as a direct or indirect
owner of the Borrower and each other Guarantor);


 


(e)          the
Administrative Agent shall have received copies of resolutions authorizing the execution, delivery and performance by the Borrower
and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions
contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on the Borrower’s
and each Guarantor’s behalf, all certified in each instance by an authorized officer of Global Medical REIT (on behalf of
itself and in its capacity as a direct or indirect owner of the Borrower and each other Guarantor);


 


(f)          the
Administrative Agent shall have received copies of the certificates of good standing for the Borrower and each Guarantor (dated
no earlier than thirty (30) days prior to the Closing Date) from the office of the secretary of the state (or similar office)
of its incorporation or organization and of each state in which an Initial Borrowing Base Property is located where its ownership,
lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure
to do so would not have a Material Adverse Effect;


 


(g)          the
Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;


 


(h)          the
Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;


 


(i)          the
capital and organizational structure of Global Medical REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory
to the Administrative Agent;


 


(j)          the
Administrative Agent shall have received (i) a copy of the audited consolidated balance sheet of Global Medical REIT and its Subsidiaries
for the Fiscal Year ended December 31, 2015 and the consolidated statements of income, retained earnings, and cash flows of Global
Medical REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail
showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited consolidated balance sheet of
Global Medical REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2016 and the consolidated statements of income,
retained earnings, and cash flows of Global Medical REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying
notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, and (iii) a Borrowing
Base Certificate showing the computation of the Borrowing Base with the inclusion of the Initial Borrowing Base Properties, each
in form and substance reasonably acceptable to the Administrative Agent;


 






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(k)          since
December 31, 2015, no material adverse change in the business, financial condition, operations, performance or Properties of the
Borrower or the Guarantors, taken as a whole, shall have occurred;


 


(l)          the
Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Borrower and each
Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.7
hereof;


 


(m)          the
Administrative Agent shall have received a written opinion of counsel to the Borrower and each Guarantor, in form and substance
reasonably acceptable to the Administrative Agent;


 


(n)          the
Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments
required by Section 12.1(b);


 


(o)          the
Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative
Agent may reasonably request;


 


(p)          the
Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative
Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable
“know your customer” or similar rules and regulations;


 


(r)          the
Borrower shall have delivered (a) either (i) original stock certificates or other similar instruments representing all of the issued
and outstanding shares of capital stock or other equity interests in each Material Subsidiary, together with stock powers or other
instruments of transfer executed in blank, or (ii) if the Equity Interests are uncertificated, an acknowledgement of collateral
assignment in form and substance acceptable to the Administrative Agent duly executed by the issuer of the Equity Interest and
(b) UCC financing statements with respect to the pledged Equity Interests to be filed against the Borrower, as debtor, in favor
of the Administrative Agent, as secured party; and


 


(s)          with
respect to each Initial Borrowing Base Property, the Administrative Agent shall have received:


 






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(i)          a
Mortgage duly executed by either the Borrower or the relevant Material Subsidiary, as applicable, for such Borrowing Base Property,
in form and substance reasonably acceptable to Borrower, the relevant Material Subsidiary, if applicable, and Administrative Agent;


 


(ii)         evidence
of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss
payee and as an additional insured, as applicable;


 


(iii)        mortgagee’s
title insurance policies with respect to such Borrowing Base Property (or a prepaid binding commitment therefor) in form and substance
reasonably acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the
aggregate amount of the Commitment (subject to the underwriting requirements of the applicable title insurance company) insuring
the Lien of the applicable Mortgage to be valid first priority Liens subject only to Permitted Liens, together with such endorsements
as the Administrative Agent may reasonably require;


 


(iv)         an
American Land Title Association survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted
Liens prepared by a licensed surveyor for such Borrowing Base Property, which surveys shall also state whether or not any portion
of such Borrowing Base Property is in a federally designated flood hazard area and shall also include photographs (interior and
exterior) of the applicable Borrowing Base Property;


 


(v)          a
report as to whether or not any portion of such Borrowing Base Property is in a federally designated flood hazard area and, if
any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may
be required by applicable law;


 


(vi)         a
report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions
of such Borrowing Base Property subject to the Lien of the applicable Mortgage, together with a reliance letter thereon acceptable
to the Administrative Agent;


 


(vii)        an
Appraisal with respect to such Borrowing Base Property;


 


(viii)      the
favorable written opinion of local counsel to the Borrower or relevant Material Subsidiary, as applicable, covering due authorization,
execution and delivery and enforceability of the applicable Mortgage, together with customary real estate opinions as to sufficiency
of the applicable Mortgage for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory
to the Administrative Agent;


 






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(ix)         a
structural engineering and/or property condition report satisfactory to Administrative Agent with respect to each Borrowing Base
Property; and


 


(x)          to
the extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans
of this nature or with applicable Legal Requirements, any other agreement, instrument, document, certificate or opinion requested
by the Administrative Agent with respect to such Borrowing Base Property.


 


Section 7.3.          Eligible
Property Additions and Deletions of Borrowing Base Properties.


 


(a)          As
of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing
Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct.


 


(b)          The
Borrower may, from time to time, request that a Real Property be added (subject to the other requirements for a Real Property qualifying
as an Eligible Property) as a Borrowing Base Property, and such Real Property shall be added as a Borrowing Base Property upon
Administrative Agent’s and the Required Lenders’ satisfaction that the conditions set forth on Schedule 7.3(b) hereto
have been met (collectively, the “Eligibility Conditions”); provided that all Eligibility Conditions
must be met within the time frames set forth on Schedule 7.3(a). All such additions shall be subject to approval by the Administrative
Agent and the Required Lenders, such approval to be given or withheld within 10 Business Days of request thereof; provided,
in the event any Lender does not grant or deny approval within such 10 Business Day period and provide a written explanation of
the grounds for such disapproval, the approval of such Lender shall be deemed granted so long as the Real Property meets the Borrowing
Base Requirements. The Administrative Agent shall provide the Lenders with notice promptly after the addition or deletion of an
Eligible Property from the Borrowing Base.


 


(c)          In
the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall,
as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) subject
to Section 8.21 hereof, such Real Property shall automatically cease to constitute a Borrowing Base Property from the date the
Borrower obtains knowledge of or receives written notice that the same ceased to constitute an Eligible Property until such time
as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing Base Property in accordance with
the preceding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements shall be violated, (A) the
Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of
the same, which written notice shall include a designation by the Borrower of any Real Property or Real Properties to be deleted
as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) subject to Section 8.21
hereof, each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written
notice until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph
(provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements).


 






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(d)          Upon
not less than three (3) Business Days prior written notice from Borrower to the Administrative Agent, the Borrower may, from time
to time, designate that a Real Property be deleted as a Borrowing Base Property; provided, however, that the Borrower
shall not be permitted to designate that a Real Property be deleted as a Borrowing Base Property without the consent of the Required
Lenders in their sole discretion if (i) such deletion would result in fewer than five (5) Borrowing Base Properties, or (ii) such
deletion would reduce the Borrowing Base below the amount set forth in clause (b) of the definition of “Borrowing Base Requirements”.
Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the deletion
of the designated Real Property as a Borrowing Base Property, and Borrower’s certification in such detail as reasonably required
by the Administrative Agent that no Default or Event of Default is then continuing (including after taking into account the deletion
of such Borrowing Base Property) and that such deletion shall not cause the other Borrowing Base Properties to violate the Borrowing
Base Requirements. Upon the deletion of a Real Property as a Borrowing Base Property (whether automatically or as a result of an
election by the Borrower, as described above), the Guarantor which owned such Real Property, but that does not otherwise own any
other Borrowing Base Property, shall, upon the Borrower’s written request, be released from its obligations under this Agreement
or, if applicable, its separate Guaranty and any other Loan Documents pursuant to lien releases and other documentation reasonably
acceptable to the Borrower and the Administrative Agent.


 


If no Default
or Event of Default exists after giving effect any deletion of a Property from qualifying as an Eligible Property, any former Material
Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations
under its Guaranty.


 


		Section 8.	Covenants.



 


Each of the Borrower
and the Guarantors agrees that, so long as any credit is available to or in use by the Borrower hereunder, except to the extent
compliance in any case or cases is cured or waived in writing pursuant to the terms of Section 12.13 hereof:


 


Section 8.1.          Maintenance
of Existence. The Borrower shall, and shall cause each Guarantor to, preserve and maintain its existence, except as
otherwise provided in Section 8.9 hereof. The Borrower shall, and shall cause each Guarantor to, preserve and keep in force
and effect all licenses, permits, franchises, approvals, patents, trademarks, trade names, trade styles, copyrights, and other
proprietary rights necessary to the proper conduct of its business, except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect.


 






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Section 8.2.          Maintenance
of Properties. The Borrower shall, and shall cause each Guarantor to, maintain, preserve, and keep all of its Properties in
working condition and order (ordinary wear and tear and damage by casualty excepted), and the Borrower and each
Guarantor shall, from time to time, make all necessary repairs, renewals, replacements, additions, and betterments to its Property
so that such Property shall at all times be fully preserved and maintained, except (i) to the extent that, in the reasonable business
judgment of such Person, any such Property is no longer necessary for the proper conduct of the business of such Person or (ii)
where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse
Effect. The Borrower shall not, and shall not permit any Guarantor to, amend, modify or terminate any material contract or agreement
to which it is a party if such amendment, modification or termination or waiver would reasonably be expected to cause a Material
Adverse Effect.


 


Section 8.3.          Taxes
and Assessments. The Borrower and each Guarantor shall, or shall cause its Tenants to, duly pay and discharge all material
Taxes, rates, assessments, fees, and governmental charges upon or against it or its Property, in each case before the same become
delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by
appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves established in accordance with
GAAP are provided therefor.


 


Section 8.4.          Insurance.
The Borrower shall insure and keep insured, and shall cause Global Medical REIT and each Subsidiary to insure and keep insured,
with financially sound and reputable insurance companies all insurable Property owned by it which is of a character usually insured
by Persons similarly situated and operating like Properties against loss or damage from such hazards and risks, and in such amounts,
as are insured by Persons similarly situated and operating like Properties; and the Borrower shall insure, and shall cause Global
Medical REIT and each Subsidiary to insure, such other hazards and risks (including, without limitation, business interruption,
employers’ and public liability risks) with financially sound and reputable insurance companies as and to the extent
usually insured by Persons similarly situated and conducting similar businesses. The Borrower and each Material Subsidiary shall
maintain insurance on the Collateral to the extent required by the Collateral Documents. Such policies of insurance on the Collateral
shall contain satisfactory mortgagee/lender’s loss payable endorsements, naming the Administrative Agent (or its security
trustee) as mortgagee or lender loss payee, assignee or additional insured, as appropriate, as its interest may appear, and showing
only such other loss payees, assignees and additional insureds as are satisfactory to the Administrative Agent. Each policy of
insurance or endorsement on the Collateral shall contain a clause requiring the insurer to give not less than thirty (30)
days’ (or ten (10) days’ in the case of nonpayment of insurance premiums) prior written notice to the Administrative
Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Administrative
Agent shall not be impaired or invalidated by any act or neglect of Borrower or any Material Subsidiary or Tenant, or the owner
of the premises or Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy.


 






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Section 8.5.          Financial
Reports. The Borrower shall, and shall cause Global Medical REIT and each Subsidiary to, maintain a standard system of accounting
in accordance with GAAP and shall furnish to the Administrative Agent, each Lender, the L/C Issuer and each of their duly authorized
representatives such information respecting the business and financial condition of Global Medical REIT, the Borrower and each
Subsidiary as the Administrative Agent or such Lender may reasonably request; and without any request, shall furnish to the Administrative
Agent for distribution to the Lenders and L/C Issuer:


 


(a)          no
later than ninety (90) days after the last day each Fiscal Year of the Borrower, a copy of the audited consolidating
balance sheet of Global Medical REIT and its Subsidiaries as of the last day of the Fiscal Year then ended and the consolidating
statements of income, retained earnings, and cash flows of Global Medical REIT and its Subsidiaries for the Fiscal Year then ended,
and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year,
accompanied by an opinion of MaloneBailey LLP or any other independent public accountants of recognized national standing,
selected by the Borrower and reasonably satisfactory to the Administrative Agent, to the effect that the consolidated financial
statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidating
financial condition of Global Medical REIT and its Subsidiaries as of the close of such Fiscal Year and the results of their operations
and cash flows for the Fiscal Year then ended, which opinion shall be prepared in accordance with generally accepted auditing standards
and shall not be subject to any “going concern” or like qualification or exception (except any such qualification or
exception resulting from (x) an anticipated breach of Section 8.20 which has not yet occurred or (y) the impending
maturity of the Loans within the ensuing twelve months) or any qualification or exception as to the scope of such audit;


 


(b)          [Reserved];


 


(c)          no
later than forty-five (45) days after the last day of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower
(commencing with the Fiscal Quarter ending on September 30, 2014), a copy of the consolidated and consolidating balance sheet of
Global Medical REIT, the Borrower and its Subsidiaries as of the last day of such Fiscal Quarter and the consolidated and consolidating
statements of income, retained earnings, and cash flows of Global Medical REIT and its Subsidiaries for the Fiscal Quarter and
for the Fiscal Year-to-date period then ended, each in reasonable detail showing, in comparative form, the figures for the corresponding
date and period in the previous Fiscal Year, prepared by the Borrower in accordance with GAAP (subject to the absence of footnote
disclosures and year-end audit adjustments) and certified to by its chief financial officer or another officer of the Borrower
reasonably acceptable to the Administrative Agent;


 


(d)          within
(i) forty-five (45) days after the last day of each of the first three Fiscal Quarters of each Fiscal Year (commencing with
the Fiscal Quarter ending on March 30, 2017) and (ii) ninety (90) days after the last day of the last Fiscal Quarter of each
Fiscal Year (commencing with the Fiscal Quarter ending December 31, 2016), a Borrowing Base Certificate showing the computation
of the Borrowing Base in reasonable detail as of the close of business on the last day of such Fiscal Quarter, prepared by the
Borrower and certified to by its chief financial officer or another officer of the Borrower reasonably acceptable to the Administrative
Agent;


 






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(e)          with
each of the financial statements delivered pursuant to subsections (a) and (c) above, a compliance certificate (“Compliance
Certificate”) in the form attached hereto as Exhibit E signed by the chief executive officer, chief financial officer
or another officer of the Borrower reasonably acceptable to the Administrative Agent to the effect that to such officer’s
knowledge and belief no Default or Event of Default has occurred during the period covered by such statements or, if any such Default
or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying
the action, if any, taken or being taken by Global Medical REIT, the Borrower or any Subsidiary to remedy the same. Such certificate
shall also set forth the calculations supporting such statements in respect of Section 8.20 hereof;


 


(f)          promptly
after request by the Administrative Agent, any additional written reports, management letters or other detailed information contained
in writing concerning significant aspects of Global Medical REIT’s, the Borrower’s or any Subsidiary’s operations
and financial affairs given to it by its independent public accountants and submitted to the board of directors (or similar governing
body) of the Borrower;


 


(g)          promptly
after the sending or filing thereof, copies of each financial statement, report, or proxy statement sent by Global Medical REIT
or any Subsidiary to its stockholders or other equity holders;


 


(h)          promptly
after receipt thereof, if any, a copy of each audit made by any regulatory agency of the books and records of Global Medical REIT,
the Borrower or any Subsidiary or of notice of any material noncompliance with any applicable Legal Requirements relating to Global
Medical REIT, the Borrower or any Subsidiary, or its business;


 


(i)          within
thirty (30) days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s operating budget and projections
for the following year including consolidated projections of revenues, expenses and balance sheet on a quarter-by-quarter basis,
with such operating budget and projections in reasonable detail prepared by the Borrower and in form reasonably satisfactory to
the Administrative Agent (which shall include a summary of all significant assumptions made in preparing such projections);


 


(j)          notice
of any Change of Control;


 


(k)          promptly
after any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of (i) any threatened (in writing)
or pending litigation or governmental or arbitration proceeding or labor controversy against Global Medical REIT, the Borrower
or any Subsidiary or any of their Property which would reasonably be expected to have a Material Adverse Effect, (ii) the occurrence
of any other matter which would reasonably be expected to have a Material Adverse Effect or (iii) the occurrence of any Default
or Event of Default; and


 






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(l)          with
each of the financial statements delivered pursuant to subsections (a) and (c) above, if there have been any changes
to the organizational list of Global Medical REIT, the Borrower and the Subsidiaries during the most recently ended Fiscal Quarter,
a revised organizational list, together with a summary of the changes.


 


Section 8.6.          Inspection.
The Borrower shall, and shall cause Global Medical REIT and each Subsidiary to, permit the Administrative Agent, and each of its
duly authorized representatives and agents, during normal business hours and subject to the provisions of any applicable Leases,
to visit and inspect any Borrowing Base Property, corporate books, and financial records, to examine and make copies of its books
of accounts and other financial records (which shall be subject to the confidentiality requirements of Section 12.25 hereof),
and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers, employees and independent
public accountants (and by this provision the Borrower hereby authorizes such accountants to discuss with either of the Arrangers
(or any of their affiliates) the finances and affairs of Global Medical REIT, the Borrower and its Subsidiaries) at such reasonable
times as the Administrative Agent may designate, with reasonable prior notice to the Borrower and no more often than once in any
period of twelve (12) consecutive months unless an Event of Default has occurred and is continuing. In addition, the Administrative
Agent may, and at the direction of the Required Lenders, shall, obtain updated Appraisals of any Borrowing Base Property, or portions
thereof, from time to time as the Administrative Agent and/or the Required Lenders may designate, which Appraisal shall in each
case be in such format and contain such detail as the Administrative Agent may request. The costs and expenses incurred in obtaining
any such Appraisal shall in each case be borne by the Borrower, provided that the Borrower shall not be required to pay
for more than one (1) Appraisal for each Borrowing Base Property in any period of twelve (12) consecutive months unless
an Event of Default has occurred and is continuing. The Administrative Agent shall use reasonable efforts to coordinate inspections
undertaken in accordance with this Section 8.6 to (i) minimize the administrative burden of such inspections on Global Medical
REIT, the Borrower and their Subsidiaries, (ii) minimize the interference with the business of Global Medical REIT, the Borrower
and their Subsidiaries and (iii) not disturb the occupancy of any Real Property by any Tenant. As soon as practicable after the
request of the Administrative Agent, the Borrower shall deliver a current property condition report, in form and substance reasonably
acceptable to Administrative Agent from an independent engineering or architectural firm reasonably acceptable to Administrative
Agent, with respect to any Borrowing Base Property specified by Administrative Agent, that, in the reasonable determination of
the Administrative Agent, has a maintenance or structural issue that would materially and adversely affect the value or use of
such Eligible Property, provided that the Borrower shall not be required to pay for more than one (1) property
condition report for each Borrowing Base Property in any period of twelve (12) consecutive months unless an Event of Default has
occurred and is continuing.


 


Section 8.7.          Liens.
The Borrower shall not, nor shall it permit Global Medical REIT or any Subsidiary to, create, incur or permit to exist any Lien
of any kind on any Property owned by any such Person, other than Permitted Liens.


 






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Section 8.8.          Investments,
Acquisitions, Loans and Advances. The Borrower shall not, nor shall it permit Global Medical REIT or any Subsidiary to (i)
directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations
or otherwise) in any Person, real property or improvements on real property, or any loans, advances, lines of credit, mortgage
loans or other financings (including pursuant to sale/leaseback transactions) to any other Person, or (ii) acquire any real property,
improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof;
provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to Global Medical REIT, the
Borrower or any Subsidiary, any of the following:


 


(a)          investments
in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute
full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one (1)
year of the date of issuance thereof;


 


(b)          investments
in commercial paper with a rating of at least P-1 by Moody’s and at least A-1 by S&P maturing within one (1) year of
the date of issuance thereof;


 


(c)          investments
in demand or time deposits, certificates of deposit or bankers acceptances of any Lender or by any United States commercial bank
having capital and surplus of not less than $100,000,000 which have a maturity of one (1) year or less;


 


(d)          investments
in repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in
subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided
all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through
the Federal Reserve Book Entry System;


 


(e)          investments
in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments
of the type described in the immediately preceding subsections (a), (b), (c), and (d) above;


 


(f)          Global
Medical REIT’s investment in the Borrower, the Borrower’s investments from time to time in its Subsidiaries, and investments
made from time to time by a Subsidiary in one or more of its Subsidiaries;


 


(g)          intercompany
advances made from time to time among the Borrower and its Subsidiaries in the ordinary course of business to finance working capital
needs;


 


(h)          investments
from time to time in individual real properties (including Eligible Properties) or in entities which own such individual real properties
(including Eligible Properties), provided that such investment does not cause a breach of the financial covenants set forth
in Section 8.20 hereof or clause (o) below;


 


(i)          investments
in deposit account and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement;


 






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(j)          investments
pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement;


 


(k)          investments
existing on the date hereof and set forth on Schedule 8.8;


 


(l)          advances
to officers, directors and employees of the Borrower and Subsidiaries for travel, entertainment, relocation and analogous ordinary
business purposes;


 


(m)          investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business;


 


(n)          investments
by Global Medical REIT for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any equity interests of Global Medical REIT or the Borrower now or hereafter outstanding
to the extent permitted in Section 8.24 below; and


 


(o)          subject
to the following limitations, investments in the following asset classes: (i) cash investments in joint ventures (“Class
I”), (ii) investments in Assets Under Development (“Class II”), (iii) investments in Land Assets (“Class
III”), (iv) investments in mortgages and mezzanine loans (“Class IV”) and (v) investments not otherwise
permitted under this Section 8.8 (“Class V” and together with Class I, Class II, Class II and Class IV, the
“Classes” and each, a “Class”), provided, investments in each of the foregoing Classes
shall be permitted hereunder only to the extent that the aggregate amount of all investments in such Class (based on the GAAP book
value of each such investment at such time of determination) does not exceed the corresponding percentage of Total Asset Value
for such Class set forth below:


 


	Class	Investment Type	Maximum Percentage
	 	 	 
	I	Cash investments in joint ventures	10%
	 	 	 
	II	Investments in Assets Under Development	10%
	 	 	 
	III	Investments in Land Assets	5%
    Asset Value
	 	 	 
	IV	Investments in mortgages and mezzanine loans	10%
	 	 	 
	V	Other investments not permitted under Credit Agreement	5%


 






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In addition to the foregoing limitations
on permitted investments under this clause (o), at no time shall the aggregate GAAP book value of the investments in the Classes
above exceed 20% of the Total Asset Value at such time. In determining the amount of investments, acquisitions, loans, and advances
permitted under this Section, investments and acquisitions shall always be taken at the book value (as defined in GAAP) thereof,
and loans and advances shall be taken at the principal amount thereof then remaining unpaid.


 


Section 8.9.          Mergers,
Consolidations and Sales. Except in connection with the acquisition of Eligible Property or otherwise with the prior written
consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor
shall it permit Global Medical REIT or any other Guarantor to, be a party to any merger or consolidation, or sell, transfer, lease
or otherwise dispose of all or substantially all of its Property or any Borrowing Base Property; provided, however, that
this Section shall not apply to nor operate to prevent:


 


(a)          the
sale, transfer, lease or other disposition of Property of the Borrower or any of the Guarantors to one another;


 


(b)          the
merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving
the Borrower, the Borrower is the entity surviving the merger;


 


(c)          the
sale, transfer or other disposition of any tangible personal property in the ordinary course of business;


 


(d)          Leases
of all or any portion of any Real Property to Tenants;


 


(e)          any
sale, transfer, lease or other disposition of a Borrowing Base Property (including any disposition of such Property as part of
a sale and leaseback transaction) so long as such Borrowing Base Property is deleted from the Borrowing Base pursuant to Section
7.3;


 


(f)          any
merger if it results in the simultaneous payoff in immediately available funds of the Obligations;


 


(g)          merge
or consolidate, directly or indirectly, with any other Person so long as (i) Global Medical REIT, the Borrower and the Guarantors,
as applicable, shall be the survivor thereof; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least
ten (10) Business Days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately
thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (iv) at
the time the Borrower gives notice pursuant to clause (ii) of this subsection, the Borrower shall have delivered to the Administrative
Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then
available to the Borrower, evidencing the continued compliance by Global Medical REIT, the Borrower and the Subsidiaries with the
terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained
in Section 8.20, after giving effect to such consolidation or merger;;


 






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(h)          (i) each
Guarantor (other than Global Medical REIT) may issue or sell its Equity Interests to the extent permitted by Section 8.10
and (ii) the Borrower and Global Medical REIT may each issue or sell its respective Equity Interests so long as, after consummating
such transaction, Global Medical REIT shall remain in compliance with the definition of Change of Control; and


 


(i)          transactions
expressly permitted under Section 8.8 or Section 8.24.


 


Section 8.10.         Maintenance
of Subsidiaries. The Borrower shall not assign, sell or transfer, nor shall it permit any of its Subsidiaries to issue, assign,
sell or transfer, any shares of capital stock or other equity interests of any of the Borrower’s Subsidiaries that are Guarantors
to any Person that is not a wholly-owned direct or indirect subsidiary of the Borrower; provided, however, that the foregoing
shall not operate to prevent (a) Liens on the capital stock or other equity interests of Guarantors granted pursuant to the
Collateral Documents, (b) the issuance, sale and transfer to any Person of any shares of capital stock of a Guarantor solely
for the purpose of qualifying, and to the extent legally necessary to qualify, such person as a director of such Guarantor, and
(c) any transaction permitted by Section 8.9(b) above.


 


Section 8.11.         ERISA.
The Borrower shall, and shall cause each Subsidiary to, promptly pay and discharge all obligations and liabilities arising under
ERISA of a character which if unpaid or unperformed could reasonably be expected to result in the imposition of a material Lien
against any of its Property. The Borrower shall, and shall cause Global Medical REIT and each Subsidiary to, promptly notify the
Administrative Agent and each Lender of: (a) the occurrence of any reportable event (as defined in Section 4043 of ERISA
for which notice to the PBGC has not been waived) with respect to a Plan, (b) receipt of any notice from the PBGC of its intention
to seek termination of any Plan or appointment of a trustee therefor, (c) its intention to terminate or withdraw from any
Plan, and (d) the occurrence of any event with respect to any Plan which would result in the incurrence by Global Medical
REIT, the Borrower or any Subsidiary of any material liability, fine or penalty, or any material increase in the contingent liability
of Global Medical REIT, the Borrower or any Subsidiary with respect to any post-retirement Welfare Plan benefit. The Borrower shall
not, and shall not permit Global Medical REIT or any Subsidiary to, permit any of its respective assets to become or be deemed
to be “plan assets” within the meaning of ERISA, the Code or any of the respective regulations promulgated thereunder.


 


Section 8.12.         Compliance
with Laws. (a) The Borrower shall, and shall cause Global Medical REIT and each Subsidiary to, comply in all respects
with all Legal Requirements applicable to or pertaining to its Property or business operations, where any such non-compliance,
individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 






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(b)          The
Borrower shall, and shall cause Global Medical REIT and each Subsidiary to, at all times, do the following to the extent the failure
to do so, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) comply in
all material respects with, and maintain each of the Real Properties in compliance in all material respects with, all applicable
Environmental Laws; (ii) use commercially reasonable efforts to require that each Tenant of any of the Real Properties or
any part thereof comply in all material respects with all applicable Environmental Laws; (iii) obtain and maintain in full
force and effect all material governmental approvals required by any applicable Environmental Law for operations at each of the
Real Properties; (iv) cure any material violation of applicable Environmental Laws by it or at any of the Real Properties;
(v) not allow the presence or operation at any of the Real Properties of any (1) landfill or dump or (2) hazardous
waste management facility or solid waste disposal facility as defined pursuant to RCRA or any comparable state law (other than
any private sewage treatment plant maintained at any Real Property in compliance with Environmental Laws); (vi) not manufacture,
use, generate, transport, treat, store, release, dispose or handle any Hazardous Material at any of the Properties except in the
ordinary course of its business and in compliance with Environmental Laws; (vii) within ten (10) Business Days after
receipt of written notice of the same in connection with Global Medical REIT, the Borrower, any Subsidiary or any of the Real Properties,
notify the Administrative Agent in writing of, and provide any reasonably requested documents with respect to, any of the following:
(1) any material liability for response or corrective action, natural resource damage or other harm pursuant to CERCLA, RCRA
or any comparable state law; (2) any material Environmental Claim; (3) any material violation of an Environmental Law
or material Release, threatened Release or disposal of a Hazardous Material; (4) any restriction on the ownership, occupancy,
use or transferability arising pursuant to any (x) Release, threatened Release or disposal of a Hazardous Material or (y) Environmental
Law; or (5) any environmental, natural resource, health or safety condition which would reasonably be expected to have a Material
Adverse Effect; (viii) conduct, at its expense, any investigation, study, sampling, testing, abatement, cleanup, removal,
remediation or other response action necessary to remove, remediate, clean up or abate any material Release, threatened Release
or disposal of a Hazardous Material as required to be performed by any applicable Environmental Law, (ix) abide by and observe
any restrictions on the use of the Real Properties imposed by any Governmental Authority as set forth in a deed or other instrument
affecting Global Medical REIT’s, the Borrower’s or any Subsidiary’s interest therein; (x) promptly provide
or otherwise make available to the Administrative Agent any reasonably requested environmental record concerning the Real Properties
which Global Medical REIT, the Borrower or any Subsidiary possesses or can reasonably obtain; and (xi) perform, satisfy, and
implement any operation or maintenance actions required by any Governmental Authority or Environmental Law or included in any no
further action letter or covenant not to sue issued by any Governmental Authority under any Environmental Law. The Administrative
Agent shall give prompt notice to each Lender of any notice from the Borrower received pursuant to this Section 8.12(b).


 


Section 8.13.         Compliance
with OFAC Sanctions Programs and Anti-Corruption Laws.  (a) Global Medical REIT shall at all times comply with the requirements
of all OFAC Sanctions Programs applicable to Global Medical REIT and shall cause the Borrower and each of its Subsidiaries to comply
with the requirements of all OFAC Sanctions Programs applicable to such Person.


 






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(b)          The
Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding Global Medical REIT,
the Borrower, its Subsidiaries and each of their other Affiliates necessary for the Administrative Agent, the L/C Issuer, and the
Lenders to comply with all applicable OFAC Sanctions Programs; subject, however, in the case of Affiliates (other than the Subsidiaries),
to the Borrower’s ability to provide information applicable to them.


 


(c)          If
the Borrower obtains actual knowledge or receives any written notice that Global Medical REIT, the Borrower, any Subsidiary or
any other Affiliate of the Borrower or any officer, director or Affiliate of any of the foregoing or that any Person that owns
or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory
that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”),
the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event,
and (ii) comply with all applicable Legal Requirements with respect to such OFAC Event (regardless of whether the target Person
is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby
authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative
Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable
Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the
freezing and/or blocking of assets and reporting such action to OFAC).


 


(d)          None
of Global Medical REIT, the Borrower or any of its Subsidiaries will, directly or, to any such Person’s knowledge, indirectly,
use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to
fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or
whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation
of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether
as underwriter, lender, advisor, investor, or otherwise).


 


(e)          None
of Global Medical REIT, the Borrower or any of its Subsidiaries will, nor will it permit any Subsidiary to, violate any Anti-Corruption
Law in any material respect.


 


(f)          Each
of Global Medical REIT, the Borrower and its Subsidiaries will maintain in effect policies and procedures designed to ensure compliance
by Global Medical REIT, the Borrower and its Subsidiaries, and their respective directors, officers, employees, and agents with
applicable Anti-Corruption Laws.


 


Section 8.14.         Burdensome
Contracts With Affiliates.  The Borrower shall not, nor shall it permit Global Medical REIT or any Subsidiary to, enter into
any contract, agreement or business arrangement with any of its Affiliates on terms and conditions which are less favorable to
Global Medical REIT, the Borrower or such Subsidiary than would be usual and customary in similar contracts, agreements or business
arrangements between Persons not affiliated with each other; provided, that the foregoing shall not apply to transactions
between or among the Borrower, Global Medical REIT and/or any other Guarantor.


 






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Section 8.15.         No
Changes in Fiscal Year. The Fiscal Year of Global Medical REIT and its Subsidiaries ends on December 31 of each year;
and the Borrower shall not, nor shall it permit Global Medical REIT or any Subsidiary to, change its Fiscal Year from its present
basis.


 


Section 8.16.         Formation
of Subsidiaries. Promptly upon the formation or acquisition of any Material Subsidiary, the Borrower shall provide the Administrative
Agent and the Lenders notice thereof and timely comply with the requirements of Section 4.2 and 8.25 hereof.


 


Section 8.17.         Change
in the Nature of Business. The Borrower shall not, nor shall it permit Global Medical REIT or any Subsidiary to, engage in
any business or activity if, as a result thereof, the general nature of the business of Global Medical REIT or any Subsidiary would
be changed in any material respect from the general nature of the business engaged in by it as of the Closing Date, provided that
nothing herein shall be deemed to prohibit or restrict the Borrower or any Subsidiary from engaging in any business which is reasonably
related to the core business engaged in by it on the Closing Date.


 


Section 8.18.         Use
of Proceeds. The Borrower shall use the credit extended under this Agreement solely for the purposes set forth in, or otherwise
permitted by, Section 6.4 hereof.


 


Section 8.19.         No
Restrictions. Except as provided herein, the Borrower shall not, nor shall it permit any Guarantor to, directly or indirectly
create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability
of the Borrower or any Guarantor to: (a) pay dividends or make any other distribution on any capital stock or other equity
interests owned by Global Medical REIT, the Borrower or any Guarantor, (b) pay any indebtedness owed to Global Medical REIT,
the Borrower or any Guarantor, or (c) guarantee the Obligations, Hedging Liability, and Bank Products Obligations and/or grant
Liens on its assets to the Administrative Agent.


 


Section 8.20.         Financial
Covenants.


 


(a)          Maximum
Consolidated Leverage Ratio. As of the last day of each Fiscal Quarter of the Borrower (i) commencing with the Fiscal Quarter
ending December 31, 2016 and ending with the Fiscal Quarter ending September 30, 2019, the Borrower shall not permit the Consolidated
Leverage Ratio to be greater than 0.65 to 1.00 and (ii) for each Fiscal Quarter ending thereafter, the Borrower shall not permit
the Consolidated Leverage Ratio to be greater than 0.60 to 1.00;


 


(b)          Minimum
Fixed Charge Coverage Ratio. As of the last day of each Fiscal Quarter of the Borrower commencing with the Fiscal Quarter ending
December 31, 2016, the Borrower shall not permit the Fixed Charge Coverage Ratio to be less than 1.50 to 1.00.


 






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(c)          Maintenance
of Net Worth. Global Medical REIT shall, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending
December 31, 2016, maintain a Net Worth of not less than the sum of (a) $119,781,219 plus (b) 75% of the aggregate
net proceeds received by Global Medical REIT or any of its Subsidiaries after December 31, 2016 in connection with any offering
of Stock or Stock Equivalents (other than an offering made to Global Medical REIT or any of its Subsidiaries).


 


(d)          Maximum
Consolidated Secured Recourse Leverage Ratio. As of the last day of each Fiscal Quarter of the Borrower commencing with the
Fiscal Quarter ending December 31, 2016, the Borrower shall not permit the Consolidated Secured Recourse Leverage Ratio to be greater
than 0.10 to 1.00.


 


Section 8.21.         Borrowing
Base Requirements. The Borrower shall cause the Eligible Properties comprising the Borrowing Base to at all times comply with
the Borrowing Base Requirements; provided that if the requirements of the definition of Borrowing Base Requirements are
not met at any time, then within five (5) Business Days of the date Borrower obtains knowledge of or receives written notice that
any Borrowing Base Property ceased to constitute an Eligible Property (an “Ineligible Property”) either (i)
the Borrower shall cure such failure, (ii) the Borrower shall deliver an updated Borrowing Base Certificate in form and substance
reasonably acceptable to the Administrative Agent evidencing the reduction or removal of any Ineligible Property’s Borrowing
Base Value from the Borrowing Base to the extent necessary to cause such failure to no longer exist or (iii) the Borrower shall
(a) notify Administrative Agent of its intent to add another Eligible Property (a “Replacement Property”) to
the Borrowing Base to replace such Eligible Property and identify such Replacement Property to Administrative Agent and (b) within
forty-five (45) days after the date of such notice, the Ineligible Property shall be removed from the Borrowing Base and such
Replacement Property shall be added to the Borrowing Base, each in accordance with Section 7.3 hereof.


 


Section 8.22.         Electronic
Delivery of Certain Information.  (a) Documents, including financial reports to be delivered pursuant to Section 8.5 hereof,
required to be delivered pursuant to this Agreement may be delivered by electronic communication and delivery, including, the Internet,
including the website maintained by the Securities and Exchange Commission, e-mail or intranet websites to which the Administrative
Agent and each Lender have access (including a commercial, third-party website or a website sponsored or hosted by the Administrative
Agent) provided that the foregoing shall not apply to notices to any Lender (or the L/C Issuer) pursuant to Section 1. The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery
pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically
shall be deemed to have been delivered on the date and time on which the Administrative Agent or the Borrower posts such documents
or the documents become available on a commercial website and the Borrower notifies the Administrative Agent of said posting by
causing an e-mail notification to be sent to an e-mail address specified from time to time by the Administrative Agent and provides
a link thereto; provided if such notice or other communication is not sent or posted during the normal business hours of the recipient
on a Business Day, said posting date and time shall be deemed to have commenced as of 9:00 a.m. Chicago time on the opening of
business on the next Business Day for the recipient. Notwithstanding anything contained herein, in every instance the Borrower
shall be required to provide paper copies of the certificates required by Sections 8.5(d) and 8.5(e) to the Administrative
Agent. Except for the certificates required by Sections 8.5(d) and 8.5(e), the Administrative Agent shall have no obligation
to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no
responsibility to monitor compliance by the Borrower with any such request for delivery.


 






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(b)          Documents
required to be delivered pursuant to Section 1 may be delivered electronically to a website provided for such purpose by the
Administrative Agent pursuant to the procedures provided to the Borrower by the Administrative Agent.


 


Section 8.23.         REIT
Status. Global Medical REIT shall maintain its status as a REIT commencing with its taxable year beginning January 1,
2016.


 


Section 8.24.         Restricted
Payments. The Borrower shall not, nor shall it permit Global Medical REIT or any Subsidiary to, declare or make any Restricted
Payment; provided that:


 


(a)          Commencing
with the Fiscal Quarter ending December 31, 2017, Global Medical REIT may declare or make cash distributions to its equity
holders in an aggregate amount not to exceed the greater of (i) ninety-five percent (95%) of Global Medical REIT’s Adjusted
FFO for each Fiscal Quarter ending thereafter; or (ii) the amount necessary for Global Medical REIT to be able to make distributions
required to maintain its status as a REIT and to avoid the imposition of any federal or state income tax, and to avoid the imposition
of the excise tax described by Section 4981 of the Code, in each case on Global Medical REIT; provided that (x) during the
continuance of an Event of Default, Restricted Payments made pursuant to this clause (a) shall not exceed the amounts described
in clause (ii), and (y) following a Bankruptcy Event with respect to the Borrower or the acceleration of the Obligations, Global
Medical REIT shall not make any cash distributions;


 


(b)          the
Borrower may make Restricted Payments ratably to the holders of its Equity Interests to permit Global Medical REIT to make the
Restricted Payments permitted under clause (a) above;


 


(c)          each
Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests;


 


(d)          Global
Medical REIT, the Borrower or any Guarantor may declare and make dividend payments or other distributions payable solely in the
common equity interests or other equity interests of such entity including (i) “cashless exercises” of options granted
under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights plan adopted
by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests
payable solely in additional shares of its equity interests;


 


(e)          Global
Medical REIT, the Borrower and each Guarantor may make cash payments in lieu of the issuance of fractional shares representing
insignificant interests in connection with the exercise of warrants, options or other securities convertible into or exchangeable
for equity interests of Global Medical REIT, the Borrower or any Subsidiary;


 






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(f)          so
long as no Change of Control results therefrom, Global Medical REIT, the Borrower and each Subsidiary may make Restricted Payments
in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans,
performance based incentive plans, and other similar forms of compensation;


 


(g)          so
long as no Change of Control results therefrom, the Borrower and each Subsidiary that is a Guarantor may make dividends or distributions
to allow Global Medical REIT to make payments in connection with share purchase programs, to the extent not otherwise prohibited
by the terms of this Agreement; and


 


(h)          Global
Medical REIT may exercise any redemption or conversion rights with respect to its Equity Interests in accordance with the terms
of the governing documents setting out any such rights.


 


Section 8.25.         Pledge
of Equity Interest in Material Subsidiaries. The Borrower shall at all times cause the Obligations to be secured by a valid,
perfected, enforceable, first priority pledge of and Liens on all right, title, and interest in the Equity Interests owned by Borrower
in all of its direct and indirect Material Subsidiaries, subject to Permitted Liens. The Borrower acknowledges and agrees that
such Liens on Equity Interests shall be granted to the Administrative Agent for the benefit of the holders of the Obligations pursuant
to the Pledge Agreement. In addition, with respect to Material Subsidiaries acquired or arising after the Closing Date, the Borrower
shall deliver the documentation required by the Pledge Agreement and the documentation described in Section 7.2(r) hereof.


 


Section 8.26.         Post-Closing
Covenants. On or before the date that is thirty (30) days after the  Closing  Date, the  Borrower shall
(a) for  each Tenant whose Lease is not automatically subordinate to the lien of the Mortgage on the applicable Property,
obtain a subordination agreement in form and substance sufficient for the title company to insure that such Lease is subordinate
to the lien of such Mortgage; (b) use commercially reasonable efforts to deliver to Administrative Agent an estoppel certificate
with respect to such Tenant’s Lease evidencing that the Lease is in full force and effect and that there are not defaults
by the applicable landlord thereunder that would have a material adverse effect on the value of such Real Property or the applicable
Lease and (c) deliver to Administrative Agent a landlord estoppel agreement with respect to the Omaha Facility includes, at a minimum,
an agreement from the landlord under the Ground Lease for the Omaha Facility that upon any termination or rejection of the Ground
Lease for the Omaha Facility by reason of any default by the lessee thereof, or for any reason (including, without limitation,
the bankruptcy of any party to the Ground Lease for the Omaha Facility) (except by reason of condemnation or casualty), the Administrative
Agent or its designee shall have the option to obtain a new agreement for the Premises from Landlord on the same terms and conditions
as the Ground Lease; provided, that failure to comply with this clause (c) shall not constitute an Event of Default so long
as, on or prior to the date that is thirty-five (35) days after the Closing Date, Borrower shall delete the Omaha Facility from
the Borrowing Base and make and payments related to such deletion as may be required by Section 1.8(b)(i).


 






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		Section 9.	Events
                                         of Default and Remedies.



 


Section 9.1.          Events
of Default. Any one or more of the following shall constitute an “Event of Default” hereunder:


 


(a)          default
in the payment when due of (i) all or any part of the principal of any Loan (whether at the stated maturity thereof or at any other
time provided for in this Agreement, including a mandatory prepayment required by Section 1.8(b)), (ii) any Reimbursement
Obligation (except in any case in which a Loan has been made in the amount of the Reimbursement Obligations then due and the proceeds
thereof applied to pay such Reimbursement Obligations as contemplated by Section 1.2(c)) (iii) any payment when due of any interest
or (iv) any fee or other Obligation payable hereunder or under any other Loan Document, with such default in payment continuing
for (A) in the case of the foregoing clauses (ii) and (iii), three (3) Business Days after receipt of written notice thereof
from the Administrative Agent and (B) in the case of the foregoing clause (iv), five (5) Business Days after receipt of written
notice thereof from the Administrative Agent;


 


(b)          default
in the observance or performance of any covenant set forth in Sections 8.1, 8.4, 8.5, 8.7, 8.8, 8.9, 8.10, 8.11, 8.20,
8.21, 8.23, 8.24, 8.25 or 8.26;


 


(c)          default
in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within thirty
(30) days after the earlier of (i) the date on which such failure shall first become known to any Responsible Officer
of the Borrower or (ii) written notice thereof is given to the Borrower by the Administrative Agent; provided, however,
if such a default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further
that the Borrower shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously
proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for the Borrower
in the exercise of due diligence to cure such default, provided such additional period shall not exceed sixty (60) days;


 


(d)          any
representation or warranty made herein or in any other Loan Document or in any certificate furnished to the Administrative Agent
or the Lenders pursuant hereto or thereto or in connection with any transaction contemplated hereby or thereby proves untrue in
any material respect (where not already qualified by materiality or Material Adverse Effect, otherwise in any respect) as of the
date of the issuance or making or deemed making thereof (except to the extent such representation and warranty relates to an earlier
date, in which case it proves untrue in any material respect (where not already qualified by materiality or Material Adverse Effect,
otherwise in any respect) as of such date);


 






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(e)          (i)
any of the Loan Documents shall for any reason not be or shall cease to be in full force and effect or is declared to be null and
void; (ii) the Borrower or any Guarantor takes any action for the purpose of terminating, repudiating or rescinding any Loan Document
executed by it or any of its obligations thereunder; or (iii) any of the Collateral Documents shall for any reason fail to create
a valid and perfected first priority Lien in favor of the Administrative Agent in any material portion of the Collateral purported
to be covered thereby except as expressly permitted by the terms hereof;


 


(f)          default
(with expiration of any grace and/or cure periods related thereto) shall occur under any Indebtedness issued, assumed or guaranteed
by the Borrower or any Guarantor aggregating in excess of (i) with respect to any recourse Indebtedness issued, assumed or guaranteed
by the Borrower or any Guarantor, $10,000,000 in the aggregate, or (ii) with respect to any other Indebtedness issued, assumed
or guaranteed by the Borrower or any Guarantor, $20,000,000 in the aggregate, and such default shall continue for a period of time
sufficient to permit the acceleration of the maturity of any such Indebtedness (whether or not such maturity is in fact accelerated);


 


(g)          any
judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, shall be entered
or filed against the Borrower or any Guarantor, or against any of its respective Property, in an aggregate amount in excess of
$10,000,000 (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing),
and which remains undischarged, unvacated, unbonded or unstayed for a period of forty-five (45) days;


 


(h)          the
Borrower or any Guarantor, or any member of its Controlled Group, shall fail to pay when due an amount or amounts aggregating in
excess of $10,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice
of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of $10,000,000 (collectively, a “Material
Plan”) shall be filed under Title IV of ERISA by the Borrower or any Guarantor, or any other member of its Controlled
Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV
of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be instituted
by a fiduciary of any Material Plan against the Borrower or any Guarantor, or any member of its Controlled Group, to enforce Section 515
or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within thirty (30) days thereafter; or a condition
shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated;


 


(i)          any
Change of Control shall occur;


 






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(j)          the
Borrower or any Guarantor shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy
Code, as amended, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make
an assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute
any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate
it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or
its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or
other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate or similar
action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith
any appointment or proceeding described in Section 9.1(k); or


 


(k)          a
custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor, or
any substantial part of any of its Property, or a proceeding described in Section 9.1(j)(v) shall be instituted against the
Borrower or any Guarantor, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for
a period of 60 days.


 


Section 9.2.          Non-Bankruptcy
Defaults. When any Event of Default (other than those described in subsection (j) or (k) of Section 9.1 hereof) has
occurred and is continuing, the Administrative Agent shall, by written notice to the Borrower: (a) if so directed by the Required
Lenders, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice
(which may be the date thereof); (b) if so directed by the Required Lenders, declare the principal of and the accrued interest
on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest
thereon, shall be and become immediately due and payable together with all other amounts payable under the Loan Documents without
further demand, presentment, protest or notice of any kind; and (c) if so directed by the Required Lenders, demand that, with
respect to each Letter of Credit then outstanding, the Borrower immediately either (i) pay to the Administrative Agent the full
amount then available for drawing thereunder, (ii) deliver to the Administrative Agent Cash Collateral in an amount equal to 103%
of the aggregate amount thereof or (iii) return or cause to be returned to L/C Issuer such Letter of Credit for cancellation, and
the Borrower agrees to immediately take such action and acknowledges and agrees that the Lenders would not have an adequate remedy
at law for failure by the Borrower to honor any such demand and that the Administrative Agent, for the benefit of the Lenders,
shall have the right to require the Borrower to specifically perform such undertaking whether or not any drawings or other demands
for payment have been made under any Letter of Credit. The Administrative Agent, after giving notice to the Borrower pursuant to
Section 9.1(c) or this Section 9.2, shall also promptly send a copy of such notice to the other Lenders, but the failure
to do so shall not impair or annul the effect of such notice.


 


Section 9.3.          Bankruptcy
Defaults. When any Event of Default described in subsections (j) or (k) of Section 9.1 hereof with respect to the
Borrower has occurred and is continuing, all outstanding Loans shall immediately become due and payable together with all other
amounts payable under the Loan Documents without presentment, demand, protest or notice of any kind, the obligation of the Lenders
to extend further credit pursuant to any of the terms hereof shall immediately terminate and, with respect to each Letter of Credit
then outstanding, the Borrower immediately either (i) pay to the Administrative Agent the full amount then available for drawing
thereunder, (ii) deliver to the Administrative Agent Cash Collateral in an amount equal to 103% of the aggregate amount thereof
or (iii) return or cause to be returned to L/C Issuer such Letter of Credit for cancellation, the Borrower acknowledging and agreeing
that the Lenders would not have an adequate remedy at law for failure by the Borrower to honor any such demand and that the Lenders,
and the Administrative Agent on their behalf, shall have the right to require the Borrower to specifically perform such undertaking
whether or not any draws or other demands for payment have been made under any of the Letters of Credit.


 






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Section 9.4.          Collateral
for Undrawn Letters of Credit. (a) If the prepayment of the amount available for drawing under any or all outstanding
Letters of Credit is required under Section 1.8(b), Section 1.14, Section 9.2 or Section 9.3 above, the Borrower
shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b)
below.


 


(b)          All
amounts prepaid pursuant to subsection (a) above shall be held by the Administrative Agent in one or more separate collateral
accounts (each such account, and the credit balances, properties, and any investments from time to time held therein, and any substitutions
for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings
on any of the foregoing being collectively called the “Collateral Account”) as security for, and for application
by the Administrative Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter
made by the L/C Issuer, and to the payment of the unpaid balance of all other Obligations (and to all Hedging Liability and Bank
Products Obligations). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of
the Administrative Agent for the benefit of the Administrative Agent, the Lenders, and the L/C Issuer. If and when requested by
the Borrower, the Administrative Agent shall invest funds held in the Collateral Account from time to time in direct obligations
of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with
a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments
held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts then
due and owing from the Borrower to the L/C Issuer, the Administrative Agent or the Lenders. If the Borrower shall have made payment
of all obligations referred to in subsection (a) above required under Section 1.8(b) hereof, if any, at the request of
the Borrower the Administrative Agent shall release to the Borrower amounts held in the Collateral Account so long as at the time
of the release and after giving effect thereto no Default or Event of Default is then continuing. If the Borrower shall have made
payment of all obligations referred to in subsection (a) above required under Section 9.2 or 9.3 hereof, so long as no
Letters of Credit, Commitments, Loans or other Obligations, Hedging Liability, or Bank Products Obligations remain outstanding,
at the request of the Borrower the Administrative Agent shall release to the Borrower any remaining amounts held in the Collateral
Account.


 


(c)          At
any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative
Agent or any L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the L/C Issuers’
Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 1.14(a)(iv) and any Cash Collateral
provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.


 






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(i)          Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant
to the Administrative Agent, for the benefit of the L/C Issuers, and agree to maintain, a first priority security interest in all
such Cash Collateral as security for such Defaulting Lender’s obligation to fund participations in respect of L/C Obligations,
to be applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject
to any right or claim of any Person other than the Administrative Agent and the L/C Issuer as herein provided, or that the total
amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower shall, promptly upon demand by the Administrative
Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency
(after giving effect to any Cash Collateral provided by the Defaulting Lender).


 


(ii)         Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 9.4 or
Section 1.14 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation
to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest
accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as
may otherwise be provided for herein.


 


(iii)        Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any L/C Issuer’s Fronting Exposure
shall no longer be required to be held as Cash Collateral pursuant to this Section 9.4(c) following (A) the elimination
of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (B) the
determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided that, subject
to Section 1.14 the Person providing Cash Collateral and the L/C Issuer may agree (but shall not be obligated to) that Cash Collateral
shall be held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent
that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted
pursuant to the Loan Documents.


 


		Section 10.	Change in Circumstances.



 


Section 10.1.          Change
of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any Change in Law
makes it unlawful for any Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated
hereby, such Lender shall promptly give notice thereof to the Borrower and such Lender’s obligations to make or maintain
Eurodollar Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar
Loans. The Borrower shall prepay on demand the outstanding principal amount of any such affected Eurodollar Loans, together with
all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement; provided, however,
subject to all of the terms and conditions of this Agreement, the Borrower may then elect to borrow the principal amount of the
affected Eurodollar Loans from such Lender by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made
ratably by the Lenders but only from such affected Lender.


 






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Section 10.2.          Unavailability
of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for
any Borrowing of Eurodollar Loans:


 


(a)          the
Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to
it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar
market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or


 


(b)          the
Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not
adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that
the making or funding of Eurodollar Loans becomes impracticable,


 


then the Administrative Agent shall forthwith
give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances
giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended.


 


Section 10.3.          Increased
Cost and Reduced Return. (a) If any Change in Law shall:


 


(i)          subject
any Lender (or its Lending Office) or the L/C Issuer to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in
clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its Eurodollar Loans,
its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation
to make Eurodollar Loans, issue a Letter of Credit, or to participate therein; or


 


(ii)         impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without
limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to
any Eurodollar Loans any such requirement included in an applicable Eurodollar Reserve Percentage) against assets of, deposits
with or for the account of, or credit extended by, any Lender (or its Lending Office) or the L/C Issuer or shall impose on any
Lender (or its Lending Office) or the L/C Issuer or on the interbank market any other condition affecting its Eurodollar Loans,
its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation
to make Eurodollar Loans, or to issue a Letter of Credit, or to participate therein;


 






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and the result of any of the foregoing
is to increase the cost to such Lender (or its Lending Office) or the L/C Issuer of making or maintaining any Eurodollar Loan,
issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable
by such Lender (or its Lending Office) or the L/C Issuer under this Agreement or under any other Loan Document with respect
thereto, by an amount deemed by such Lender or L/C Issuer to be material, then, within 15 days after demand by such Lender
or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or L/C Issuer
such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction.


 


(b)          If
any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any lending office of such Lender
or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would
have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s
or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans
made by, or participations in Letters of Credit or Swing Loans held by, such Lender, or the Letters of Credit issued by any L/C
Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the
policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy), then from time to time,
within 15 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall pay
to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer
or such Lender’s or L/C Issuer’s holding company for any such reduction suffered.


 


(c)          A
certificate of a Lender or L/C Issuer claiming compensation under this Section 10.3 and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive if reasonably determined absent manifest error. In determining
such amount, such Lender or L/C Issuer may use any reasonable averaging and attribution methods.


 


(d)          Failure
or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or L/C Issuer’s right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender or L/C Issuer pursuant to this Section for any increased costs incurred or reductions suffered
more than nine (9) months prior to the date that such Lender or L/C Issuer, as the case may be, notifies the Borrower of the Change
in Law giving rise to such increased costs or reductions, and of such Lender’s or L/C Issuer’s intention to claim compensation
therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month
period referred to above shall be extended to include the period of retroactive effect thereof).


 






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Section 10.4.          Lending
Offices. Each Lender may, at its option, elect to make its Loans hereunder at the branch, office or affiliate specified on
the appropriate signature page hereof (each a “Lending Office”) for each type of Loan available hereunder or
at such other of its branches, offices or affiliates as it may from time to time elect and designate in a written notice to the
Borrower and the Administrative Agent. To the extent reasonably possible, a Lender shall designate an alternative branch or funding
office with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Section 10.3 hereof
or to avoid the unavailability of Eurodollar Loans under Section 10.2 hereof, so long as such designation is not otherwise
disadvantageous to the Lender.


 


Section 10.5.          Discretion
of Lender as to Manner of Funding. Notwithstanding any other provision of this Agreement, each Lender shall be entitled to
fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for
the purposes of this Agreement all determinations hereunder with respect to Eurodollar Loans shall be made as if each Lender had
actually funded and maintained each Eurodollar Loan through the purchase of deposits in the interbank eurodollar market having
a maturity corresponding to such Loan’s Interest Period, and bearing an interest rate equal to LIBOR for such Interest Period.


 


		Section 11.	The Administrative
Agent.



 


Section 11.1.          Appointment
and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of Montreal to act on its behalf
as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Section 11 are solely for the benefit
of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any Guarantor shall have rights as a
third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein
or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term
is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting
parties.


 


Section 11.2.          Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in
any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.


 


Section 11.3.          Action
by Administrative Agent; Exculpatory Provisions;. (a) The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature.
Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties:


 






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(i)          shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(ii)         shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law. The Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under
any other Loan Document unless it first receives any further assurances of its indemnification from the Lenders that it may require,
including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability
which may be incurred by it by reason of taking or continuing to take any such action; and


 


(iii)        shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall
not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates or any Guarantor or any
of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates
in any capacity.


 


(b)          Neither
the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative
Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby
(i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided
in Sections 9.2, 9.3, 9.4, 9.5 and 12.13), or (ii) in the absence of its own gross negligence or willful misconduct as
determined by a court of competent jurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant
to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default
unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower, a Lender, or the
L/C Issuer.


 






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(c)          Neither
the Administrative Agent nor any of its Related Parties shall be responsible for or have any duty or obligation to any Lender or
L/C Issuer or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the
value or sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Section 7.1 or
7.2 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


Section 11.4.          Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying
and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must
be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory
to such Lender or L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or L/C
Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrower or Guarantors), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


Section 11.5.          Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or
under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Section shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the Facilities as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence
or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable
judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 






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Section 11.6.          Resignation
of Administrative Agent; Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of
its resignation to the Lenders, the L/C Issuer and the Borrower. The Required Lenders may remove the Administrative Agent from
its capacity as Administrative Agent in the event of the Administrative Agent’s willful misconduct or gross negligence.
Upon receipt of any such notice of resignation or removal, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any
such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of
its resignation or after removal by the Required Lenders (or such earlier day as shall be agreed by the Required Lenders) (the
“Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to),
on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above.
Whether or not a successor has been appointed, such resignation or removal shall become effective in accordance with such notice
on the Resignation Effective Date.


 


(b)          With
effect from the Resignation Effective Date, (i) the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents, and (ii) except for any indemnity payments owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender and L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided for above.  If on the Resignation Effective Date no successor has been appointed and accepted such appointment,
the Administrative Agent’s rights in the Collateral Documents shall be assigned without representation, recourse or warranty
to the Lenders and L/C Issuer as their interests may appear. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring Administrative
Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the
other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 12.15 shall continue
in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative
Agent.


 


Section 11.7.          Non-Reliance
on Administrative Agent and Other Lenders. Each Lender and L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and L/C Issuer
also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.


 






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Upon a Lender’s
written request, the Administrative Agent agrees to forward to such Lender, when complete, copies of any field audit, examination,
or appraisal report prepared by or for the Administrative Agent with respect to the Borrower or any Material Subsidiary or the
Collateral (herein, “Reports”). Each Lender hereby agrees that (a) it has requested a copy of each Report
prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty,
express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy
or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c)
the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only
specific information regarding the Borrower and the other Material Subsidiaries and will rely significantly upon the books and
records of Borrower and the other Material Subsidiaries, as well as on representations of personnel of the Borrower and the other
Material Subsidiaries, and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports;
(d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any other Person except
as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision
contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other
Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts
(including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or
part of any Report through the indemnifying Lender.


 


Section 11.8.          L/C
Issuer and Swing Line Lender. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith, and the Swing Line Lender shall act on behalf of the Lenders with respect
to the Swing Line Loans made hereunder. The L/C Issuer and the Swing Line Lender shall each have all of the benefits and immunities
(i) provided to the Administrative Agent in this Section 11 with respect to any acts taken or omissions suffered by the
L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Applications pertaining
to such Letters of Credit or by the Swing Line Lender in connection with Swing Line Loans made or to be made hereunder as fully
as if the term “Administrative Agent”, as used in this Section 11, included the L/C Issuer and the Swing
Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such
L/C Issuer or Swing Line Lender, as applicable. Any resignation by the Person then acting as Administrative Agent pursuant
to Section 11.6 shall also constitute its resignation or the resignation of its Affiliate as L/C Issuer and Swing Line Lender
except as it may otherwise agree. If such Person then acting as L/C Issuer so resigns, it shall retain all the rights, powers,
privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of
its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make
Loans or fund risk participations in Reimbursement Obligations pursuant to Section 1.3. If such Person then acting as Swing
Line Lender resigns, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line
Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make
Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 1.3(b). Upon the appointment by the
Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a
Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring L/C Issuer or Swing Line Lender, as applicable (other than any rights to indemnity payments or other amounts that
remain owing to the retiring L/C Issuer or Swing Line Lender), and (ii) the retiring L/C Issuer and Swing Line Lender shall
be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents other than with respect
to its outstanding Letters of Credit and Swing Line Loans, and (iii) upon the request of the resigning L/C Issuer, the successor
L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession
or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of the resigning L/C
Issuer with respect to such Letters of Credit.


 






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Section 11.9.          Hedging
Liability and Bank Products Obligations. By virtue of a Lender’s execution of this Agreement or an assignment agreement
pursuant to Section 12.10, as the case may be, any Affiliate of such Lender with whom the Borrower or any other Material Subsidiary
has entered into an agreement creating Hedging Liability or Bank Products Obligations shall be deemed a Lender party hereto for
purposes of any reference in a Loan Document to the parties for whom the Administrative Agent is acting, it being understood and
agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s right
to share in payments and collections out of the Collateral and the Guaranties as more fully set forth in Section 10.5. In
connection with any such distribution of payments and collections, or any request for the release of the Guaranties and the Administrative
Agent’s Liens in connection with the termination of the Commitments and the payment in full of the Obligations, the Administrative
Agent shall be entitled to assume no amounts are due to any Lender or its Affiliate with respect to Hedging Liability or Bank Products
Obligations unless such Lender has notified the Administrative Agent in writing of the amount of any such liability owed to it
or its Affiliate prior to such distribution or payment or release of Guaranties and Liens.


 


Section 11.10.         Designation
of Additional Agents. The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time
to time to designate, with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, one or more
of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentation agents,” “book
runners,” “lead arrangers,” “arrangers,” or other designations for purposes hereto, but such designation
shall have no substantive effect, and such Lenders and their Affiliates shall have no additional powers, duties or responsibilities
as a result thereof.


 






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Section 11.11.         Authorization
to Enter into, and Enforcement of, the Collateral Documents; Possession of Collateral. The Administrative Agent is hereby irrevocably
authorized by each of the Lenders and the L/C Issuer to execute and deliver the Collateral Documents on behalf of each of
the Lenders, the L/C Issuer, and their Affiliates and to take such action and exercise such powers under the Collateral Documents
as the Administrative Agent considers appropriate; provided the Administrative Agent shall not amend the Collateral Documents
unless such amendment is agreed to in writing by the Required Lenders. Upon the occurrence of an Event of Default, the Administrative
Agent shall take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed
by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative Agent may (but shall not
be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders and
L/C Issuer. Each Lender and L/C Issuer acknowledges and agrees that it will be bound by the terms and conditions of the
Collateral Documents upon the execution and delivery thereof by the Administrative Agent. The Administrative Agent shall not be
responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability
of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared
by any Material Subsidiary in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders,
the L/C Issuer or their Affiliates for any failure to monitor or maintain any portion of the Collateral. The Lenders and L/C Issuer
hereby irrevocably authorize (and each of their Affiliates holding any Bank Products Obligations and Hedging Liability entitled
to the benefits of the Collateral shall be deemed to authorize) the Administrative Agent, based upon the instruction of the Required
Lenders, to credit bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral
at any sale thereof conducted by the Administrative Agent (or any security trustee therefore) under the provisions of the Uniform
Commercial Code, including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code, at any sale thereof conducted under
the provisions of the United States Bankruptcy Code, including Section 363 of the United States Bankruptcy Code, or at any sale
or foreclosure conducted by the Administrative Agent or any security trustee therefore (whether by judicial action or otherwise)
in accordance with applicable law. Except as otherwise specifically provided for herein, no Lender, L/C Issuer, or their Affiliates,
other than the Administrative Agent, shall have the right to institute any suit, action or proceeding in equity or at law for the
foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or
for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents; it being understood
and intended that no one or more of the Lenders or L/C Issuer or their Affiliates shall have any right in any manner whatsoever
to affect, disturb or prejudice the Lien of the Administrative Agent (or any security trustee therefor) under the Collateral Documents
by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had,
and maintained by the Administrative Agent (or its security trustee) in the manner provided for in the relevant Collateral Documents
for the benefit of the Lenders, the L/C Issuer, and their Affiliates. Each Lender and L/C Issuer is hereby appointed agent
for the purpose of perfecting the Administrative Agent’s security interest in assets which, in accordance with Article 9
of the Uniform Commercial Code or other applicable law can be perfected only by possession. Should any Lender or L/C Issuer (other
than the Administrative Agent) obtain possession of any Collateral, such Lender or L/C Issuer shall notify the Administrative Agent
thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative
Agent or in accordance with the Administrative Agent’s instructions.


 






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Section 11.12.         Authorization
to Release, Limit or Subordinate Liens or to Release Guaranties. The Administrative Agent is hereby irrevocably authorized
by each of the Lenders, the L/C Issuer, and their Affiliates to (a) release any Lien covering any Collateral that is
sold, transferred, or otherwise disposed of in accordance with the terms and conditions of this Agreement and the relevant Collateral
Documents (including a sale, transfer, or disposition permitted by the terms of Section 8.9 or which has otherwise been consented
to in accordance with Section 12.13), (b) release or subordinate any Lien on Collateral consisting of goods financed
with purchase money indebtedness or under a Capital Lease to the extent such purchase money indebtedness or Capitalized Lease
Obligation, and the Lien securing the same, are permitted by the provisions of this Agreement, reduce or limit the amount
of the indebtedness secured by any particular item of Collateral to an amount not less than the estimated value thereof to the
extent necessary to reduce mortgage registry, filing and similar tax, (d) release Liens on the Collateral following termination
or expiration of the Commitments and payment in full in cash of the Obligations (other than contingent indemnification obligations)
and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been cash collateralized to
the satisfaction of the Administrative Agent and relevant L/C Issuer) and, if then due, Hedging Liability and Bank Products Obligations,
and (e) release any Material Subsidiary from its obligations as a Guarantor if such Person ceases to be a Material Subsidiary
as a result of a transaction permitted under the Loan Documents. Upon the Administrative Agent’s request, the Required Lenders
will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types
or items of Property or to release any Material Subsidiary from its obligations as a Guarantor under the Loan Documents.


 


Section 11.13.         Authorization
of Administrative Agent to File Proofs of Claim In case of the pendency of any proceeding under any Debtor Relief Law or any
other judicial proceeding relative to Borrower or any Guarantor, the Administrative Agent (irrespective of whether the principal
of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under the Loan Documents including,
but not limited to, Sections 1.1, 10.3, 1.11, and 12.15) allowed in such judicial proceeding; and


 


(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
and L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under Sections 2.1 and 12.15. Nothing contained herein shall be deemed to authorize
the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or L/C Issuer or to authorize the
Administrative Agent to vote in respect of the claim of any Lender or L/C Issuer in any such proceeding.


 






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		Section 12.	Miscellaneous.



 


Section 12.1.          Taxes.
(a) Certain Defined Terms. For purposes of this Section, the term “Lender” includes the L/C Issuer and the term
“applicable law” includes FATCA.


 


(b)          Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the
good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment
by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if
such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction
or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section)
the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(c)          Payment
of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable
law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)          Indemnification
by the Borrower. The Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full
amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower
by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error.


 


(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that the Borrower has not
already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the
Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.11
relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that
are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source
against any amount due to the Administrative Agent under this subsection (e).


 






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(f)          Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this
Section, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(g)          Status
of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments
made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested
by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 12.1(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in
the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)         Without
limiting the generality of the foregoing,


 


(A)         any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 






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(i)          in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with
respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from,
or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article
of such tax treaty;


 


(ii)         executed
originals of IRS Form W-8ECI;


 


(iii)        in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code
(a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E;
or


 


(iv)         to
the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit
J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the
Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf
of each such direct and indirect partner;


 


(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S.
federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law
to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 






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


 


Each Lender agrees
that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update
such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do
so.


 


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


 


(i)          Administrative
Agent Certifications. On or before the date on which BMO Harris Bank N.A. (and any successor or replacement Administrative
Agent) becomes the Administrative Agent hereunder, it shall deliver to the Borrower two duly executed originals of either (i) IRS
Form W-9, or (ii) IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (for all
other payments), establishing that the Borrower can make payments to the Administrative Agent without deduction or withholding
of any Taxes imposed by the United States, including Taxes imposed under FATCA.


 






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(j)          Survival.
Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


Section 12.2.          Documentary
Taxes. The Borrower agrees to pay on demand any U.S. documentary, stamp or similar taxes payable in respect of this Agreement
or any other Loan Document, including interest and penalties, in the event any such taxes are assessed, irrespective of when such
assessment is made and whether or not any credit is then in use or available hereunder.


 


Section 12.3.          No
Waiver, Cumulative Remedies. No delay or failure on the part of the Administrative Agent, the L/C Issuer, or any Lender,
or on the part of the holder or holders of any of the Obligations, in the exercise of any power or right under any Loan Document
shall operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of any power or
right preclude any other or further exercise thereof or the exercise of any other power or right. The rights and remedies hereunder
of the Administrative Agent, the L/C Issuer, the Lenders, and of the holder or holders of any of the Obligations are cumulative
to, and not exclusive of, any rights or remedies which any of them would otherwise have.


 


Section 12.4.          Non-Business
Days. If any payment hereunder becomes due and payable on a day which is not a Business Day, the due date of such payment shall
be extended to the next succeeding Business Day on which date such payment shall be due and payable. In the case of any payment
of principal falling due on a day which is not a Business Day, interest on such principal amount shall continue to accrue during
such extension at the rate per annum then in effect, which accrued amount shall be due and payable on the next scheduled date for
the payment of interest.


 


Section 12.5.          Survival
of Representations. All representations and warranties made herein or in any other Loan Document or in certificates given pursuant
hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue in
full force and effect with respect to the date as of which they were made as long as any credit is in use or available hereunder.


 


Section 12.6.          Survival
of Indemnities. All indemnities and other provisions relative to reimbursement to the Lenders and L/C Issuer of amounts sufficient
to protect the yield of the Lenders and L/C Issuer with respect to the Loans and Letters of Credit, including, but not limited
to, Sections 1.11, 10.3, and 12.15 hereof, shall survive the termination of this Agreement and the other Loan Documents and the
payment of the Obligations.


 


Section 12.7.          Sharing
of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment,
whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess
of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash
at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations,
or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to
share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any
Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from
the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered,
but without interest. For purposes of this Section 12.7, amounts owed to or recovered by the L/C Issuer in connection with
Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or
recovered by the L/C Issuer as a Lender hereunder.


 






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Section 12.8.          Notices.
Except as otherwise specified herein, all notices hereunder and under the other Loan Documents shall be in writing (including,
without limitation, notice by telecopy) and shall be given to the relevant party at its address or facsimile number set forth below,
or such other address or facsimile number as such party may hereafter specify by notice to the Administrative Agent and the Borrower
given by courier, by United States certified or registered mail, by telecopy or by other telecommunication device capable of creating
a written record of such notice and its receipt. Notices under the Loan Documents to any Lender shall be addressed to its address
or facsimile number set forth on its Administrative Questionnaire; and notices under the Loan Documents to the Borrower, any Guarantor,
the Administrative Agent, or L/C Issuer shall be addressed to its respective address or facsimile number set forth below:


 


	
        to the Borrower or any Guarantor:

         

        Global Medical REIT L.P.

        4800 Montgomery Lane

        Suite 450

        Bethesda, Maryland 20814

        Attention: Chief Financial Officer

         

        with a copy to:

         

        Global Medical REIT L.P.

        4800 Montgomery Lane

        Suite 450

        Bethesda, Maryland 20814

        Attention: General Counsel 
	
        to the Administrative Agent or L/C Issuer:

         

        BMO Harris Bank N.A.

        111 West Monroe Street

        Chicago, Illinois 60603

        Attention: Kevin Fennell

         

        with a copy to:

         

        Chapman and Cutler LLP

        111 West Monroe Street

        Chicago, Illinois 60603

        Attention: Dan Baker



 


Each such notice, request or other communication
shall be effective (i) if given by facsimile, when such facsimile is delivered to the facsimile number specified in this Section
12.8 or in the relevant Administrative Questionnaire and a confirmation of such facsimile has been received by the sender, (ii) if
given by mail, upon receipt or first refusal of delivery or (iii) if given by any other means, when delivered at the addresses
specified in this Section 12.8 or in the relevant Administrative Questionnaire; provided that any notice given pursuant
to Section 1 hereof shall be effective only upon receipt.


 






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Section 12.9.          Counterparts;
Integration; Effectiveness.. (a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements
with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 7.2, this Agreement shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures
of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or
in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart
of this Agreement. For purposes of determining compliance with the conditions specified in Section 7.2 hereof, each Lender and
L/C Issuer that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or L/C
Issuer unless the Administrative Agent shall have received notice from such Lender or L/C Issuer prior to the Closing Date specifying
its objection thereto.


 


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


 


Section 12.10.         Successors
and Assigns. This Agreement shall be binding upon the Borrower and the Guarantors and their successors and assigns, and shall
inure to the benefit of the Administrative Agent, the L/C Issuer, and each of the Lenders, and the benefit of their respective
successors and assigns, including any subsequent holder of any of the Obligations. The Borrower and the Guarantors may not assign
any of their rights or obligations under any Loan Document without the written consent of all of the Lenders and, with respect
to any Letter of Credit or the Application therefor, the L/C Issuer.


 


Section 12.11.         Participants.
Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates
of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time
to time to one or more other Persons; provided that no such participation shall relieve any Lender of any of its obligations under
this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in
this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement
pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility
to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the
right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide
that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of
or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation
has been granted shall have the benefits of Section 1.11 and Section 10.3 hereof. The Borrower and each Guarantor authorizes
each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information
pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be
subject to the provisions of Section 12.25.


 






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Section 12.12.         Assignments.
(a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
any such assignment shall be subject to the following conditions:


 


(i)          Minimum
Amounts. (A) In the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the
Loans and participation interest in L/C Obligations at the time owing to it or in the case of an assignment to a Lender, an
Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and (B) in any case not described in subsection
(a)(i)(A) of this Section 12.12, the aggregate amount of the Commitment (which for this purpose includes Loans and participation
interest in L/C Obligations outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans and participation interest in L/C Obligations of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Effective
Date” is specified in the Assignment and Acceptance, as of the Effective Date specified in such Assignment and Acceptance)
shall not be less than $5,000,000 and each assignment to a party that is not then a Lender shall be in an amount not less than
$5,000,000 unless, in each case, each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing,
the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);


 


(ii)         Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loans or the Commitments assigned.


 


(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by Section 12.12(a)(i)(B) and,
in addition:


 


(a)          the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default
has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;


 






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(b)          the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment
is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;


 


(c)          the
consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases
the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding);
and


 


(d)          the
consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment
that increases the obligation of the assignee to participate in exposure under one or more Swing Loans (whether or not then outstanding).


 


(iv)         Assignment
and Acceptance.  The parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee,
if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)          No
Assignment to Borrower, Guarantors, Affiliates or Defaulting Lenders. No such assignment shall be made to (A) the Borrower,
any Subsidiary or any other Affiliate of the Borrower or (B) to a Defaulting Lender or any of its Subsidiaries or any Person, who,
upon becoming a Lender hereunder would constitute any of the foregoing Persons described in this clause (B).


 


(vi)         No
Assignment to Natural Persons.  No such assignment shall be made
to a natural person.


 


(vii)        Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent) to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative
Agent, the L/C Issuer and each other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate)
its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Percentage. Notwithstanding
the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective
under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed
to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 






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Subject to acceptance and recording thereof
by the Administrative Agent pursuant to Section 12.12(b) hereof, from and after the effective date specified in each Assignment
and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 12.6
and 12.15 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that
except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a
waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.11
hereof.


 


(b)          Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Chicago,
Illinois, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and the Borrower, the Administrative Agent, and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice. Each Lender or L/C Issuer that grants a participation as described in Section 12.11 shall, acting solely
for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and
the principal amounts (and stated interest) of each participant’s interest in the Loans made and Reimbursement Obligations
and/or Commitments or other obligations under this Agreement (the “Participant Register”); provided that no
Lender or L/C Issuer shall have any obligation to disclose all or any portion of the Participant Register to any Person (including
the identity of any participant or any information relating to a participant’s interest in any Loans made and Reimbursement
Obligations and/or Commitments or other obligations under this Agreement) except to the extent that such disclosure is necessary
to establish that such Obligation or Commitment is in registered form under Section 5f.103-1(c) of the Treasury Regulations or
is otherwise required by this Agreement. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender or L/C Issuer shall treat each person whose name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary.


 




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(c)          Any
Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any such pledge or grant to a Federal Reserve Bank, and this Section 12.12 shall not apply to any
such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto;
provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer
all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times
subject to the terms of this Agreement.


 


(d)          Notwithstanding
anything to the contrary herein, if at any time the Swing Line Lender assigns all of its Commitments and Revolving Loans pursuant
to subsection (a) above, the Swing Line Lender may terminate the Swing Line. In the event of such termination of the Swing Line,
the Borrower shall be entitled to appoint another Lender to act as the successor Swing Line Lender hereunder (with such Lender’s
consent); provided, however, that the failure of the Borrower to appoint a successor shall not affect the resignation of
the Swing Line Lender. If the Swing Line Lender terminates the Swing Line, it shall retain all of the rights of the Swing Line
Lender provided hereunder with respect to Swing Loans made by it and outstanding as of the effective date of such termination,
including the right to require Lenders to make Revolving Loans or fund participations in outstanding Swing Loans pursuant to Section 1.2
hereof.


 


Section 12.13.         Amendments.
 Any provision of this Agreement or the other Loan Documents may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by (a) the Borrower, (b) the Required Lenders (or the Administrative Agent acting at the direction
of the Required Lenders), and (c) if the rights or duties of the Administrative Agent, the L/C Issuer, or the Swing Line Lender
are affected thereby, the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable; provided that:


 


(i)          no
amendment or waiver pursuant to this Section 12.13 shall (A) increase any Commitment of any Lender without the consent
of such Lender or (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest
on any Loan or of any Reimbursement Obligation or of any fee payable hereunder without the consent of the Lender to which such
payment is owing or which has committed to make such Loan or Letter of Credit (or participate therein) hereunder;


 


(ii)         no
amendment or waiver pursuant to this Section 12.13 shall, unless signed by each Lender, extend the Termination Date (provided,
for the avoidance of doubt, that any extension of the Termination Date pursuant to and in accordance with Section 1.16 shall be
automatic and require no amendment or waiver hereunder), release the Borrower or any Guarantor (except as provided for in this
Agreement), change the definition of Required Lenders, change the provisions of this Section 12.13, or affect the number of Lenders
required to take any action hereunder or under any other Loan Document; and


 


(iii)        no
amendment to Section 13 hereof shall be made without the consent of the Guarantors affected thereby.


 




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Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any
amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with
the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may
not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent
of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders
shall require the consent of such Defaulting Lender.


 


Section 12.14.         Headings.
Section headings used in this Agreement are for reference only and shall not affect the construction of this Agreement.


 


Section 12.15.         Costs
and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses
of the Administrative Agent in connection with the preparation, due diligence, investigation (including third party expenses) negotiation,
syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket
fees and disbursements of a single counsel to the arranger and Administrative Agent and a single local counsel per jurisdiction
necessary to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment,
waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to
pay to the Administrative Agent, the L/C Issuer, each Lender, and any other holder of any Obligations outstanding hereunder, all
documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender,
or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs,
in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents
(including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving
the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C
Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial
advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and documented out-of-pocket fees
and disbursements of counsel for any such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or
preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating
to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions
contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit,
other than other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification,
(ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable
judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees
to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon
demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C
Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements
of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including
any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence, bad faith, or willful
misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the Borrower and the Guarantors
shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of,
this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15
shall survive the termination of this Agreement. This Section 12.15 shall not apply with respect to Taxes other than Taxes that
represent losses, claims, damages, penalties, judgments, liabilities or expenses arising from any non-Tax claim.


 




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(b)          The
Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sue for any claim for contribution
against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without
limitation, all reasonable response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements
of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the
Borrowing Base Properties or former Borrowing Base Property, (ii) the violation of any Environmental Law by Global Medical
REIT, the Borrower or any Guarantor or otherwise occurring on or with respect to any Borrowing Base Property or former Borrowing
Base Property, (iii) any claim for personal injury or property damage in connection with the Global Medical REIT, the Borrower
or any Guarantor or otherwise occurring on or with respect to any Borrowing Base Property or former Borrowing Base Property, and
(iv) the inaccuracy or breach of any environmental representation, warranty or covenant by Global Medical REIT, the Borrower
or any Guarantor made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions
applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence
of the relevant Indemnitee. This indemnification shall survive the payment and satisfaction of all Obligations and the termination
of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction
in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of
the Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns.


 




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Section 12.16.         Set-off.
In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of
limitation of any such rights, during the continuation of any Event of Default, with the prior written consent of the Administrative
Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby
authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor
or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits
(general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured,
and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by
that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor,
whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under
the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the
Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any
demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due
and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured;
provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off
shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section
1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for
the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to
the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which
it exercised such right of setoff.


 


Section 12.17.         Entire
Agreement. The Loan Documents constitute the entire understanding of the parties thereto with respect to the subject matter
thereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby.


 


Section 12.18.         Waiver
of Jury Trial. Each party hereto hereby irrevocably waives, to the fullest extent permitted
by applicable Legal Requirements, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising
out of or relating to any Loan Document or the transactions contemplated thereby (whether based on contract, tort or any other
theory). Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges
that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Section.


 


Section 12.19.         Severability
of Provisions. Any provision of any Loan Document which is unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Agreement and the
other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions
of law, and all the provisions of this Agreement and other Loan Documents are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement
or any of the other Loan Documents invalid or unenforceable.


 




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Section 12.20.         Excess
Interest. Notwithstanding any provision to the contrary contained herein or in any other Loan Document, no such provision shall
require the payment or permit the collection of any amount of interest in excess of the maximum amount of interest permitted by
applicable Legal Requirements to be charged for the use or detention, or the forbearance in the collection, of all or any portion
of the Loans or other obligations outstanding under this Agreement or any other Loan Document (“Excess Interest”).
If any Excess Interest is provided for, or is adjudicated to be provided for, herein or in any other Loan Document, then in such
event (a) the provisions of this Section 12.20 shall govern and control, (b) neither the Borrower nor any guarantor
or endorser shall be obligated to pay any Excess Interest, (c) any Excess Interest that the Administrative Agent or any Lender
may have received hereunder shall, at the option of the Administrative Agent, be (i) applied as a credit against the then
outstanding principal amount of Obligations hereunder and accrued and unpaid interest thereon (not to exceed the maximum amount
permitted by applicable Legal Requirements), (ii) refunded to the Borrower, or (iii) any combination of the foregoing,
(d) the interest rate payable hereunder or under any other Loan Document shall be automatically subject to reduction to the
maximum lawful contract rate allowed under applicable usury laws (the “Maximum Rate”), and this Agreement and
the other Loan Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in the relevant
interest rate, and (e) neither the Borrower nor any guarantor or endorser shall have any action against the Administrative
Agent or any Lender for any damages whatsoever arising out of the payment or collection of any Excess Interest. Notwithstanding
the foregoing, if for any period of time interest on any of Borrower’s Obligations is calculated at the Maximum Rate rather
than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate
of interest payable on the Borrower’s Obligations shall remain at the Maximum Rate until the Lenders have received the amount
of interest which such Lenders would have received during such period on the Borrower’s Obligations had the rate of interest
not been limited to the Maximum Rate during such period.


 


Section 12.21.         Construction.
The parties acknowledge and agree that the Loan Documents shall not be construed more favorably in favor of any party hereto based
upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of
the Loan Documents. The provisions of this Agreement relating to Subsidiaries shall only apply during such times as the Borrower
has one or more Subsidiaries.


 


Section 12.22.         Lender’s
and L/C Issuer’s Obligations Several. The obligations of the Lenders and L/C Issuer hereunder are several and not joint.
Nothing contained in this Agreement and no action taken by the Lenders or L/C Issuer pursuant hereto shall be deemed to constitute
the Lenders and L/C Issuer a partnership, association, joint venture or other entity.


 


Section 12.23.         Governing
Law; Jurisdiction; Consent to Service of Process. (a) This agreement, the Notes
and the other Loan Documents (except as otherwise specified therein), and the rights and duties of the parties hereto, shall be
construed and determined in accordance with the laws of the State of New York (including Section 5-1401 and Section 5-1402
of the General Obligations law of the State of New York) without regard to conflicts of law principles that would require application
of the laws of another jurisdiction.


 




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(b)          Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District
of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document,
or for recognition or enforcement of any judgment, and each party hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted
by applicable Legal Requirements, in such federal court. Each party hereto hereby agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by applicable Legal Requirements. Nothing in this Agreement or any other Loan Document or otherwise shall affect any right that
any party hereto may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against
the Borrower or any Guarantor or its respective properties in the courts of any jurisdiction.


 


(c)          Each
party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirements, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any other Loan Document in any court referred to in Section 12.23(b). Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable Legal Requirements, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.


 


(d)          Each
party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to any
Loan Document, in the manner provided for notices (other than telecopy or e-mail) in Section 12.8. Nothing in this Agreement
or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted
by applicable Legal Requirements.


 


Section 12.24.         USA
Patriot Act. Each Lender and L/C Issuer that is subject to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”)
hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify, and record information
that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow
such Lender or L/C Issuer to identify the Borrower in accordance with the Act.


 




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Section 12.25.         
Confidentiality. Each of the Administrative Agent, the Lenders, and the L/C Issuer severally agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other advisors to the extent any such Person has a need
to know such Information (it being understood that the Persons to whom such disclosure is made will first be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory
authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent required by applicable Legal Requirements or by any subpoena or similar legal process, (d) to any other party hereto,
(e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to
an agreement containing provisions substantially the same as those of this Section 12.25, to (A) any assignee of or participant
in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (B) any actual
or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Global Medical REIT, the Borrower
or any Subsidiary and its obligations, (g) with the prior written consent of the Borrower, (h) to the extent such Information
(A) becomes publicly available other than as a result of a breach of this Section 12.25 or (B) becomes available to the
Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis from a source other than Global Medical REIT, the
Borrower or any Subsidiary or any of their directors, officers, employees or agents, including accountants, legal counsel and other
advisors; (i) on a confidential basis to rating agencies if requested or required by such agencies in connection with a rating
relating to the Loans or the Commitments hereunder, (j) so long as the Global Medical REIT’s report on Form 8-K (or its equivalent)
has been filed with the SEC, Gold Sheets and other similar bank trade publications (such information to consist solely of deal
terms and other information regarding the credit facilities evidenced by this Agreement customarily found in such publications),
or (k) so long as the Global Medical REIT’s report on Form 8-K (or its equivalent) has been filed with the SEC, to entities
which compile and publish information about the syndicated loan market, provided that only basic information about the pricing
and structure of the transaction evidenced hereby may be disclosed pursuant to this subsection (k).
For purposes of this Section 12.25, “Information” means all information received from Global Medical
REIT, the Borrower or any of the Subsidiaries or from any other Person on behalf of Global Medical REIT, the Borrower or any Subsidiary
relating to Global Medical REIT, the Borrower or any Subsidiary or any of their respective businesses, other than any such information
that is available to the Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis prior to disclosure by
Global Medical REIT, the Borrower or any of its Subsidiaries or from any other Person on behalf of Global Medical REIT, the Borrower
or any of the Subsidiaries.


 


Section 12.26.         Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or
in any other agreement, arrangement or understanding among any such parties, each party hereto (including any party becoming a
party hereto by virtue of an Assignment and Assumption) acknowledges that any liability of any EEA Financial Institution arising
under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an
EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


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


 


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


 




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(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)        the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


		Section 13.	The
                                         Guarantees.



 


Section 13.1.          The
Guarantees. To induce the Lenders to provide the credits described herein and in consideration of benefits expected to accrue
to the Borrower by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged,
each Guarantor party hereto (including any Material Subsidiary formed or acquired after the Closing Date executing a separate Guaranty
or an Additional Guarantor Supplement in the form attached hereto as Exhibit G or such other form acceptable to the Administrative
Agent) hereby unconditionally and irrevocably guarantees, jointly and severally, to the Administrative Agent, the Lenders, and
their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability and Bank Products Obligations,
including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations,
Hedging Liability, and Bank Products Obligations, and the due and punctual payment of all other obligations now or hereafter owed
by the Borrower under the Loan Documents as and when the same shall become due and payable, whether at stated maturity, by acceleration,
or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an
order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code, the Canadian Bankruptcy
Legislation or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against
the Borrower or any such obligor in any such proceeding); provided, however, that with respect to any Guarantor, its guarantee
of Hedging Liability of the Borrower or any Guarantor shall exclude all Excluded Swap Obligations. In case of failure by the Borrower
or other obligor punctually to pay any obligations guaranteed hereby, each Guarantor hereby unconditionally agrees to make such
payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity,
by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligor.


 


Section 13.2.          Guarantee
Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:


 


(a)          any
extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or
of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;


 




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(b)          any
modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability
or Bank Products Obligations;


 


(c)          any
change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar
proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release
or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;


 


(d)          the
existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time
against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;


 


(e)          any
failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies
against the Borrower or other obligor, any other guarantor, or any other Person or Property;


 


(f)          any
application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless
of what obligations of the Borrower or other obligor remain unpaid;


 


(g)          any
invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this
Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Products Obligations, or any provision
of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of
the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or
any agreement relating to Hedging Liability or Bank Products Obligations; or


 


(h)          any
other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance
whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of
any Guarantor under this Section 13.


 


Section 13.3.          Discharge
Only upon Payment in Full; Reinstatement in Certain Circumstances. Each Guarantor’s obligations under this Section 13
shall remain in full force and effect until the Commitments are terminated, all Letters of Credit have expired, and the principal
of and interest on the Loans and all other amounts payable by the Borrower and the Guarantors under this Agreement and all other
Loan Documents and, if then outstanding and unpaid, all Hedging Liability and Bank Products Obligations have been paid in full.
If at any time any payment of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable
by the Borrower or other obligor or any Guarantor under the Loan Documents or any agreement relating to Hedging Liability or Bank
Products Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, or reorganization
of the Borrower or other obligor or of any guarantor, or otherwise, each Guarantor’s obligations under this Section 13
with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such
time.


 




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Section 13.4.          Subrogation.
Each Guarantor agrees it will not exercise any rights which it may acquire by way of subrogation by any payment made hereunder,
or otherwise, until all the obligations guaranteed hereby shall have been paid in full subsequent to the termination of all the
Commitments and expiration of all Letters of Credit. If any amount shall be paid to a Guarantor on account of such subrogation
rights at any time prior to the later of (x) the payment in full of the Obligations, Bank Products Obligations and Hedging
Liability and all other amounts payable by the Borrower hereunder and under the other Loan Documents and (y) the termination
of the Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative
Agent and the Lenders (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders
(and their Affiliates) or be credited and applied upon the Obligations, Bank Products Obligations and Hedging Liability, whether
matured or unmatured, in accordance with the terms of this Agreement.


 


Section 13.5.          Waivers.
Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, and any notice except as specifically provided
for herein, as well as any requirement that at any time any action be taken by the Administrative Agent, any Lender, or any other
Person against the Borrower or other obligor, another guarantor, or any other Person.


 


Section 13.6.          Limit
on Recovery. Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Section 13
shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Section 13
void or voidable under applicable Legal Requirements, including, without limitation, fraudulent conveyance law.


 


Section 13.7.          Stay
of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower or other obligor under this
Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Products Obligations, is stayed upon
the insolvency, bankruptcy or reorganization of the Borrower or such obligor, all such amounts otherwise subject to acceleration
under the terms of this Agreement or the other Loan Documents or any agreement relating to Hedging Liability or Bank Products Obligations,
shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent made at the request of
the Required Lenders.


 


Section 13.8.          Benefit
to Guarantors. The Borrower and the Guarantors are engaged in related businesses and integrated to such an extent that the
financial strength and flexibility of the Borrower has a direct impact on the success of each Guarantor. Each Guarantor will derive
substantial direct and indirect benefit from the extensions of credit hereunder.


 


Section 13.9.          Guarantor
Covenants. Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take,
and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.


 




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Section 13.10.         Subordination.
Each Guarantor (each referred to herein as a “Subordinated Creditor”) hereby subordinates the payment of all
indebtedness, obligations, and liabilities of the Borrower or any other Guarantor owing to such Subordinated Creditor, whether
now existing or hereafter arising, to the indefeasible payment in full in cash of all Obligations, Hedging Liability, and Bank
Products Obligations. During the continuance of any Event of Default or Default under Sections 9.1 (a), (j) or (k), subject to
Section 13.4, any such indebtedness, obligation, or liability of the Borrower or any other Guarantor owing to such Subordinated
Creditor shall be enforced and performance received by such Subordinated Creditor as trustee for the benefit of the holders of
the Obligations, Hedging Liability, and Bank Products Obligations and, upon the acceleration of the Indebtedness under Section
9.2 or 9.3 hereof, the proceeds thereof shall be paid over to the Administrative Agent for application to the Obligations, Hedging
Liability, and Bank Products Obligations (whether or not then due), but without reducing or affecting in any manner the liability
of such Guarantor under this Section 13.


 


Section 13.11.         Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by the Borrower and each other Guarantor to honor all of its obligations
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 as it relates
to such Borrower or other Guarantor, voidable under applicable Legal Requirements relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full
force and effect until discharged in accordance with Section 13.3. 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 the Borrower and each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


[Signature
Pages to Follow]


 




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This Credit Agreement
is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.


 


	 	“Borrower”
	 	 	 
	 	Global Medical REIT L.P.
	 	 	 
	 	By	/S/ Donald McClure
	 	 	Name: Donald McClure
	 	 	Title: Chief Financial Officer and Treasurer
	 	 	 
	 	“Administrative Agent and L/C Issuer”
	 	 	 
	 	BMO Harris Bank N.A., as L/C Issuer and as Administrative Agent
	 	 	 
	 	By	/S/ Kevin Fennell
	 	 	Name: Kevin Fennell
	 	 	Title: Vice President


 


[Signature Page to Credit Agreement-Global
Medical REIT L.P.]


 




     


     


    

 


	 	“Lenders”
	 	 	 
	 	BMO Harris Bank N.A., as a Lender
	 	 	 
	 	By	/S/ Kevin Fennell
	 	 	Name: Kevin Fennell
	 	 	Title: Vice President


 


[Signature Page to Credit
Agreement-Global Medical REIT L.P.]


 




     


     


    

 


	 	“Guarantors” 
	 	 	 
	 	Global Medical REIT Inc.
	 	 	 
	 	By	/S/ Donald McClure
	 	 	Name: Donald McClure
	 	 	Title: Chief Financial Officer and Treasurer
	 	 	 
	 	GMR Asheville, LLC
	 	 	 
	 	By	/S/ Donald McClure
	 	 	Name: Donald McClure
	 	 	Title: Chief Financial Officer and Treasurer
	 	 	 
	 	GMR Watertown, LLC
	 	 	 
	 	By	/S/ Donald McClure
	 	 	Name: Donald McClure
	 	 	Title: Chief Financial Officer and Treasurer
	 	 	 
	 	GMR Sandusky, LLC
	 	 	 
	 	By	/S/ Donald McClure
	 	 	Name: Donald McClure
	 	 	Title: Chief Financial Officer and Treasurer


 


[Signature Page to Credit
Agreement-Global Medical REIT L.P.]


 




     


     


    

 


	 	GMR East Orange, LLC
	 	 	 
	 	By	/S/ Donald McClure
	 	 	Name: Donald McClure
	 	 	Title: Chief Financial Officer and Treasurer
	 	 	 
	 	GMR Omaha, LLC
	 	 	 
	 	By	/S/ Donald McClure
	 	 	Name: Donald McClure
	 	 	Title: Chief Financial Officer and Treasurer
	 	 	 
	 	GMR Reading, LLC
	 	 	 
	 	By	/S/ Donald McClure
	 	 	Name: Donald McClure
	 	 	Title: Chief Financial Officer and Treasurer


 


[Signature Page to Credit
Agreement-Global Medical REIT L.P.]


 




     


     


    

 


Exhibit A


 


Notice of Payment Request


 


[Date]


 


[Name of Lender]


[Address]


 


Attention:


 


Reference is made to
the Credit Agreement, dated as of December 2, 2016, among Global Medical REIT L.P., the Guarantors from time to time party thereto,
the Lenders from time to time party thereto and BMO Harris Bank N.A., as Administrative Agent (as extended, renewed, amended
or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein
have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the
amount of $____________. Your Percentage of the unpaid Reimbursement Obligation is $_____________] or [__________________________
has been required to return a payment by the Borrower of a Reimbursement Obligation in the amount of $_______________. Your Percentage
of the returned Reimbursement Obligation is $_______________.]


 


	 	Very truly yours,
	 	 
	 	
        BMO
Harris Bank N.A., as L/C Issuer

	 	 
	 	By	
	 	 	Name	 
	 	 	Title	 


 




     


     


    

 


Exhibit B


 


Notice of Borrowing


 


Date:__________, ____


 


		To:	BMO Harris Bank N.A., as Administrative Agent for the Lenders from time to time parties to the
Credit Agreement, dated as of December 2, 2016 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”), among Global Medical REIT L.P., the Guarantors from time to time party thereto, the Lenders from time to
time party thereto and BMO Harris Bank N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


The undersigned, Global
Medical REIT L.P. (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein
as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the Borrowing
specified below:


 


1.          The
Business Day of the proposed Borrowing is ___________, ____.


 


2.          The
aggregate amount of the proposed Borrowing is $______________.


 


3.          The
Borrowing is being advanced under the Revolving Credit.


 


4.          The
Borrowing is to be comprised of $___________ of [Base Rate] [Eurodollar] Loans.


 


[5.         The
duration of the Interest Period for the Eurodollar Loans included in the Borrowing shall be ____________ months.]


 


The undersigned hereby
certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before
and after giving effect thereto and to the application of the proceeds therefrom:


 


(a)          the
representations and warranties of the Borrower contained in Section 6 of the Credit Agreement are true and correct in all
material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as though
made on and as of such date (except to the extent the same expressly relate to an earlier date, in which case they shall be true
and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects)
as of such earlier date); and


 




     


     


    

 


(b)          no
Default or Event of Default has occurred and is continuing or would result from such proposed Borrowing.


 


	 	Global Medical REIT L.P.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    -2-


     


    

 


Exhibit C


 


Notice of Continuation/Conversion


 


Date: ____________, ____


 


		To:	BMO Harris Bank N.A., as Administrative Agent for the Lenders from time to time parties to the
Credit Agreement dated as of December 2, 2016 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”), among Global Medical REIT L.P., the Guarantors from time to time party thereto, the Lenders from time to
time party thereto, and BMO Harris Bank N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


The undersigned, Global
Medical REIT L.P. (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein
as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the [conversion]
[continuation] of the Loans specified herein, that:


 


1.          The
conversion/continuation Date is __________, ____.


 


2.          The
aggregate amount of the Loans to be [converted] [continued] is $______________.


 


3.          The
Loans are to be [converted into] [continued as] [Eurodollar] [Base Rate] Loans.


 


4.          [If
applicable:] The duration of the Interest Period for the Loans included in the [conversion] [continuation] shall be
_________ months.


 


	 	Global Medical REIT L.P.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




     


     


    

 


Exhibit D-1


 


Revolving Note


 


U.S.
$_______________________ __, 201__


 


For
Value Received, the undersigned, Global
Medical REIT L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to ____________________
(the “Lender”) or its permitted assigns on the Termination Date of the hereinafter defined Credit Agreement,
at the principal office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may
designate to the Borrower), in immediately available funds, the principal sum of ___________________ Dollars ($__________) or,
if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit
Agreement, together with interest on the principal amount of each Revolving Loan from time to time outstanding hereunder at the
rates, and payable in the manner and on the dates, specified in the Credit Agreement.


 


This Revolving Note
(this “Note”) is one of the Revolving Notes referred to in the Credit Agreement dated as of December 2, 2016,
among the Borrower, the Guarantors party thereto, the Lenders party thereto and BMO Harris Bank N.A., as Administrative Agent (as
extended, renewed, amended, supplemented or restated from time to time, the “Credit Agreement”), and this Note
and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit
Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined
herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with
the internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State
of New York).


 


Voluntary prepayments
may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed
maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.


 


The Borrower hereby
waives demand, presentment, protest or notice of any kind hereunder.


 


	 	Global Medical REIT L.P.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




     


     


    

 


Exhibit D-2


 


Swing Note


 


U.S.
$_____________________ __, 201__


 


For
Value Received, the undersigned, Global
Medical REIT L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to ___________________
(the “Lender”) or its registered assigns on the Termination Date of the hereinafter defined Credit Agreement,
at the principal office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may
designate to the Borrower), in immediately available funds, the principal sum of _______________________________ Dollars ($____________)
or, if less, the aggregate unpaid principal amount of all Swing Loans made by the Lender to the Borrower pursuant to the Credit
Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates,
and payable in the manner and on the dates, specified in the Credit Agreement.


 


This Swing Note (this
“Note”) is the Swing Note referred to in the Credit Agreement dated as of December 2, 2016, among the Borrower,
the Guarantors party thereto, the Lenders party thereto and BMO Harris Bank N.A., as Administrative Agent (as extended, renewed,
amended, supplemented or restated from time to time, the “Credit Agreement”), and this Note and the holder hereof
are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference
is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have
the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws
of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York).


 


Voluntary prepayments
may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed
maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.


 


The Borrower hereby
waives demand, presentment, protest or notice of any kind hereunder.


 


	 	Global Medical REIT L.P.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




     


     


    

 


Exhibit E


 


Compliance Certificate


 


		To:	BMO Harris Bank N.A., as Administrative Agent under, and the Lenders party to, the Credit Agreement
described below



 


This Compliance Certificate
is furnished to the Administrative Agent and the Lenders pursuant to that certain Credit Agreement dated as of November [__], 2016,
among Global Medical REIT L.P., as Borrower, the Guarantors signatory thereto, the Administrative Agent and the Lenders party thereto
(the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate have
the meanings ascribed thereto in the Credit Agreement.


 


The
Undersigned hereby certifies that:


 


1.          I
am the duly elected ____________ of Global Medical REIT L.P.;


 


2.          I
have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review
of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial
statements;


 


3.          Except
to the extent previously disclosed pursuant to the requirements of Section 8.5(e) of the Credit Agreement, the examinations described
in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event
which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial
statements or as of the date of this Compliance Certificate, except as set forth below;


 


4.          The
financial statements required by Section 8.5 of the Credit Agreement and being furnished to you concurrently with this Compliance
Certificate are true, correct and complete in all material respects as of the date and for the periods covered thereby; and


 


5.          The
Schedule I hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants
of the Credit Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have
been made in accordance with the relevant Sections of the Credit Agreement.


 


Described below are
the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which
it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition
or event:


 




     


     


    

 


	 
	 
	 
	 


 


The foregoing certifications,
together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this ______ day of __________________ 201__.


 


	 	Global Medical REIT L.P.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    -2-


     


    

 


Schedule I


to Compliance Certificate


 


_________________________________________________


 


Compliance Calculations


for Credit Agreement dated
as of November [__], 2016


 


Calculations
as of _____________, _______


 


 






 


 


	A.



	 	Maximum Consolidated Leverage Ratio (Section 8.20(a))	 	 	 	 
	 	 	 	 	 	 	 	 	 
		 	1.	 	Total Indebtedness	 	$		 
	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Total Asset Value as calculated on Exhibit A hereto	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	 	Ratio of Line A1 to Line A2	 	 	___:1.0	 
	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Line A3 must not exceed	 	 	0.65:1.0	1
	 	 	 	 	 	 	 	0.60:1.0	2
	 	 	 	 	 	 	 	 	 
	 	 	5.	 	The Borrower is in compliance (circle yes or no)	 	 	yes/no	 
	 	 	 	 	 	 	 	 	 
	B.	 	Minimum Fixed Charge Coverage Ratio (Section 8.20(b))	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Net income (or loss)	 	$		 
	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Depreciation and amortization expense	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	 	Interest Expense	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Income tax expense	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	5.	 	Extraordinary, unrealized, non-recurring or unusual losses, including impairment charges	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	6.	 	Fees and expenses incurred in connection with dispositions, the incurrence of Indebtedness or the issuance of Capital Stock (whether or not consummated)	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	7.	 	Non-cash losses	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	8.	 	Sum of Lines B1 through B7	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	9.	 	Extraordinary, unrealized or non-recurring gains, including the write-up of assets	 	 	 	 



 


 






1For
each fiscal quarter ending on or before 12/31/2016-9/30/2019


2For each fiscal quarter ending on 12/31/2019 and after


 




     


     


    

 


		 	10.	 	Non-cash gains	 	 		 
	 	 	 	 	 	 	 	 	 
	 	 	11.	 	Income tax benefits	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	12.	 	Sum of Lines B9, B10 and B11	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	13.	 	Line B8 minus Line B12 (“EBITDA”)	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	14.	 	EBITDA	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	15.	 	Acquisition expenses with respect to any Real Property	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	16.	 	Capital Reserve	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	17.	 	Line B14 plus Line B15 minus Line B16 and computed on an Annualized basis (“Adjusted EBITDA”)	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	18.	 	Interest Expense	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	19.	 	The greater of (i) zero or (ii) scheduled principal amortization paid on Total Indebtedness for such period (exclusive of any balloon payments or prepayments of principal paid on such Total Indebtedness)	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	20.	 	Line B18 plus Line B19 (“Debt Service”)	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	21.	 	Dividends and required distributions on Borrower’s preferred equity securities	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	22.	 	Income taxes paid	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	23.	 	Sum of Lines B20, B21 and B22 and computed on an Annualized Basis (“Fixed Charges”)	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	24.	 	Ratio of Line B14 to Line B23	 	 	____:1.0	 
	 	 	 	 	 	 	 	 	 
	 	 	25.	 	Line B24 shall not be less than	 	 	1.50:1.0	 
	 	 	 	 	 	 	 	 	 
	 	 	26.	 	The Borrower is in compliance (circle yes or no)	 	 	yes/no	 
	 	 	 	 	 	 	 	 	 
	C.	 	Maintenance of Net Worth (Section 8.20(c))	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Net Worth as of [_______________]	 	$		 
	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Aggregate net proceeds received by Global Medical REIT or any of its Subsidiaries after December 31, 2016 in connection with any offering of Stock or Stock Equivalents	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	 	75% of Line C2	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	4.	 	$119,781,219 plus Line C3	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	5.	 	Line C1 shall not be less than Line C4	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	6.	 	The Borrower is in compliance (circle yes or no)	 	 	yes/no	 



 




    -2-


     


    

 


 


	D.



	 	Maximum Consolidated Secured Recourse Leverage Ratio (Section 8.20(d))	 	 	 	 
	 	 	 	 	 	 	 	 	 
		 	1.	 	Total Secured Recourse Indebtedness	 	$		 
	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Total Asset Value as calculated on Exhibit A hereto	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	 	Ratio of Line D1 to Line D2	 	 	___:1.0	 
	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Line D3 must not exceed	 	 	0.10:1.0	 
	 	 	 	 	 	 	 	 	 
	 	 	5.	 	The Borrower is in compliance (circle yes or no)	 	 	yes/no	 
	 	 	 	 	 	 	 	 	 
	E.	 	Investments (Joint Ventures) (Section 8.8(o)(i))	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Cash investments in joint ventures	 	$		 
	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Total Asset Value as calculated on Exhibit A hereto	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	 	Line E1 divided by Line E2	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Line E3 shall not exceed 10%	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	5.	 	The Borrower is in compliance (circle yes or no)	 	 	yes/no	 
	 	 	 	 	 	 	 	 	 
	F.	 	Investments (Assets Under Development) (Section 8.8(o)(ii))	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Investments in Assets Under Development	 	$		 
	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Total Asset Value as calculated on Exhibit A hereto	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	 	Line F1 divided by Line F2	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Line F3 shall not exceed 10%	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	5.	 	The Borrower is in compliance (circle yes or no)	 	 	yes/no	 
	 	 	 	 	 	 	 	 	 
	G.	 	Investments (Land Assets) (Section 8.8(o)(iii))	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Investments in Land Assets	 	$		 
	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Total Asset Value as calculated on Exhibit A hereto	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	 	Line G1 divided by Line G2	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Line G3 shall not exceed 5%	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	5.	 	The Borrower is in compliance (circle yes or no)	 	 	yes/no	 
	 	 	 	 	 	 	 	 	 
	H.	 	Investments (mortgages and mezzanine loans) (Section 8.8(o)(iv))	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Investments in mortgages and mezzanine loans	 	$		 
	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Total Asset Value as calculated on Exhibit A hereto	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	 	Line H1 divided by Line H2	 	 	 	 



 




    -3-


     


    

 


		 	4.	 	Line H3 shall not exceed 10%	 	 		 
	 	 	 	 	 	 	 	 	 
	 	 	5.	 	The Borrower is in compliance (circle yes or no)	 	 	yes/no	 
	 	 	 	 	 	 	 	 	 
	I.	 	Other Investments (Section 8.8(o)(v))	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Other investments not otherwise permitted under the Credit Agreement	 	$		 
	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Total Asset Value as calculated on Exhibit A hereto	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	 	Line I1 divided by Line I2	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Line I3 shall not exceed 5%	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	5.	 	The Borrower is in compliance (circle yes or no)	 	 	yes/no	 
	 	 	 	 	 	 	 	 	 
	J.	 	Aggregate Investment Limitation to Total Asset Value (Section 8.8)	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Sum of Lines E1, F1, G1, H1 and II	 	$		 
	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Total Asset Value as calculated on Exhibit A hereto	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	 	Line J1 divided by Line J2	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Line J3 shall not exceed 20%	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	5.	 	The Borrower is in compliance (circle yes or no)	 	 	yes/no	 
	 	 	 	 	 	 	 	 	 
	K.	 	Distributions to Adjusted FFO (Section 8.24(a))	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Aggregate amount of cash distributions made by the Global Medical REIT to its equity holders	 	$		 
	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Global Medical REIT’s Adjusted FFO	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	 	95% of Line K2	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Amount necessary for Global Medical REIT to be able to make distributions required to maintain its status as a REIT	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	5.	 	Greater Line K3 and Line K4	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	6.	 	Line K1 shall not exceed Line K5	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	7.	 	The Borrower is in compliance (circle yes or no)	 	 	yes/no	 



 




    -4-


     


    

 


Exhibit A to Schedule I


to
Compliance Certificate


of
Global Medical REIT L.P.


 


This Exhibit A is attached
to Schedule I to the Compliance Certificate of Global Medical REIT L.P. dated [________], 201__ and delivered to BMO Harris
Bank N.A., as Administrative Agent, and the Lenders party to the Credit Agreement referred to therein. The undersigned hereby certifies
that the following is a true, correct and complete calculation of Total Asset Value as of the last day of the Fiscal Quarter most
recently ended:


 


1. Real Properties (other
than Assets Under Development and Land Assets):


 


	Property	 	GAAP Book Value (plus

    allowance for
 accumulated
 depreciation)	 
	 	 	 	 
	 	 	 	 
	Total:	 	$	                    	 



 


2. Aggregate Unrestricted
Cash and Cash Equivalents equals: $_____________________________.


 


3. Assets under Development:


 


	Property	 	GAAP Book Value of

    actual funded portion
 (plus allowance for
 accumulated
 depreciation)	 
	 	 	 	 
	 	 	 	 
	Total:	 	$	              	 



 


4. Land Assets


 


	Property	 	GAAP Book Value	 
	 	 	 	 
	 	 	 	 
	Total:	 	$	             	 



 




     


     


    

 


5. Outstanding Principal
Balance (or such lesser amount required by GAAP) of Investments in Mortgages and Outstanding Principal Balance of Mezzanine Loans
equals: $_____________________________.


 


Total Asset Value
(sum of 1, 2, 3. 4 and 5) equals: $_________________________.


 


	 	Global Medical REIT L.P.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    -2-


     


    

 


Exhibit F


 


Assignment and Acceptance


 


Dated
_____________, _______


 


Reference is made to
the Credit Agreement dated as of December 2, 2016 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”) among Global Medical REIT L.P., the Guarantors from time to time party thereto, the Lenders and L/C Issuer
party thereto and BMO Harris Bank N.A., as Administrative Agent (the “Administrative Agent”). Terms defined
in the Credit Agreement are used herein with the same meaning.


 


______________________________________________________
(the “Assignor”) and _________________________ (the “Assignee”) agree as follows:


 


1.          The
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the amount
and specified percentage interest shown on Annex I hereto of the Assignor’s rights and obligations under the Credit
Agreement as of the Effective Date (as defined below), including, without limitation, the Assignor’s Commitments as in effect
on the Effective Date and the Loans, if any, owing to the Assignor on the Effective Date and the Assignor’s Percentage of
any outstanding L/C Obligations.


 


2.          The
Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim, lien, or encumbrance of any kind; (ii) makes no representation
or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection
with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance
by the Borrower or any Subsidiary of any of their respective obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto.


 


3.          The
Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered to the Lenders pursuant to Section 8.5(a) and (c) thereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as Administrative
Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that
it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to
be performed by it as a Lender; and (v) specifies as its lending office (and address for notices) the offices set forth on
its Administrative Questionnaire.


 




     


     


    

 


4.          As
consideration for the assignment and sale contemplated in Annex I hereof, the Assignee shall pay to the Assignor on the Effective
Date in Federal funds the amount agreed upon between them. It is understood that commitment and/or letter of credit fees accrued
to the Effective Date with respect to the interest assigned hereby are for the account of the Assignor and such fees accruing from
and including the Effective Date are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that
if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same
for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same
to such other party.


 


5.          The
effective date for this Assignment and Acceptance shall be ___________ (the “Effective Date”). Following
the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording
by the Administrative Agent and, if required, the Borrower.


 


6.          Upon
such acceptance and recording, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to
the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations
under the Credit Agreement.


 


7.          Upon
such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit
Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment
fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under
the Credit Agreement for periods prior to the Effective Date directly between themselves.




    -2-


     


    

 


8.          This
Assignment and Acceptance shall be governed by, and construed in accordance with, the internal laws of the State of New York (including
Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York).


 


	 	[Assignor Lender]
	 	 	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 
	 	 
	 	[Assignee Lender]
	 	 	 	 
	 	By	 
	 	 	Name	 
	 	 	Title	 


 


[Accepted and consented
this


____ day of _____________


 


	Global Medical REIT L.P.	 
	 	 	 	 
	By	 	 
	 	Name	 	 
	 	Title	]	 


 


Accepted and consented to
by the Administrative


Agent, L/C Issuer, and Swing
Line Lender this ___ day of ________


 


BMO
Harris Bank N.A., as Administrative


Agent, L/C Issuer and Swing Line Lender


 


	By	 	 
	 	Name	 	 
	 	Title	 	 


 




    -3-


     


    

 


Annex I


to Assignment and Acceptance


 


The Assignee hereby
purchases and assumes from the Assignor the following interest in and to all of the Assignor’s rights and obligations under
the Credit Agreement as of the effective date.


 


	Facility Assigned	 	Aggregate
 Commitment/Loans

    for All Lenders	 	 	Amount of
 Commitment/Loans

    Assigned	 	 	Percentage Assigned
 of Commitment/Loans	 
	Revolving Credit	 	$	      	 	 	$	      	 	 	 	        	%



 




     


     


    

 


Exhibit G


 


Additional Guarantor Supplement


 


______________, ___


 


BMO Harris Bank N.A.,
as Administrative Agent for the Lenders named in the Credit Agreement dated as of December 2, 2016, among Global Medical
REIT L.P., as Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative
Agent (the “Credit Agreement”)


 


Ladies and Gentlemen:


 


Reference is made to
the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement shall have for the purposes
hereof the meaning provided therein.


 


The undersigned, [name
of Subsidiary Guarantor], a [jurisdiction of incorporation or organization] hereby elects to be a “Guarantor”
for all purposes of the Credit Agreement, effective from the date hereof. The undersigned confirms that each of the representations
and warranties set forth in Section 6 of the Credit Agreement in respect of a Guarantor are true and correct in all material
respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as to the undersigned
as of the date hereof and the undersigned shall comply with and perform each of the covenants and obligations set forth in, and
to be bound in all respects by the terms of, the Credit Agreement that are applicable to a Guarantor, including, without limitation,
the provisions of Sections 8 and 13 of the Credit Agreement that are applicable to a Guarantor, in each case, to the same
extent and with the same force and effect as if the undersigned were a signatory party thereto.


 


The undersigned acknowledges
that this Agreement shall be effective upon its execution and delivery by the undersigned to the Administrative Agent, and it shall
not be necessary for the Administrative Agent or any Lender, or any of their Affiliates entitled to the benefits hereof, to execute
this Agreement or any other acceptance hereof. This Agreement shall be construed in accordance with and governed by the internal
laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of
New York).


 


	 	Very truly yours,
	 	 
	 	[Name of Subsidiary Guarantor]
	 	 	 
	 	By	              
	 	Name	 
	 	Title	 


 




     


     


    

 


Exhibit H


 


Commitment Amount Increase
Request


 


_______________, ____


 


		To:	BMO Harris Bank N.A., as Administrative Agent for the Lenders party to the Credit Agreement dated
as of December 2, 2016 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”),
among Global Medical REIT L.P., the Guarantors from time to time party thereto, certain Lenders party thereto and BMO Harris Bank
N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


The undersigned, Global
Medical REIT L.P. (the “Borrower”) hereby refers to the Credit Agreement and requests that the Administrative
Agent consent to an increase in the aggregate Commitments (the “Commitment Amount Increase”), in accordance
with Section 1.15 of the Credit Agreement, to be effected by [an increase in the Commitment of [name of existing Lender]
[the addition of [name of new Lender] (the “New Lender”) as a Lender under the terms of the Credit Agreement].
Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.


 


After giving effect
to such Commitment Amount Increase, the Commitment of the [Lender] [New Lender] shall be $_____________.


 


[Include paragraphs
1-4 for a New Lender]


 


1.          The
New Lender hereby confirms that it has received a copy of the Loan Documents and the exhibits related thereto, together with copies
of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Loans and other
extensions of credit thereunder. The New Lender acknowledges and agrees that it has made and will continue to make, independently
and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed
appropriate, its own credit analysis and decisions relating to the Credit Agreement. The New Lender further acknowledges and agrees
that the Administrative Agent has not made any representations or warranties about the credit worthiness of the Borrower or any
other party to the Credit Agreement or any other Loan Document or with respect to the legality, validity, sufficiency or enforceability
of the Credit Agreement or any other Loan Document or the value of any security therefor.


 


2.          Except
as otherwise provided in the Credit Agreement, effective as of the date of acceptance hereof by the Administrative Agent, the New
Lender (i) shall be deemed automatically to have become a party to the Credit Agreement and have all the rights and obligations
of a “Lender” under the Credit Agreement as if it were an original signatory thereto and (ii) agrees to
be bound by the terms and conditions set forth in the Credit Agreement as if it were an original signatory thereto.


 




     


     


    

 


3.          The
New Lender shall deliver to the Administrative Agent an Administrative Questionnaire.


 


[4.          The
New Lender has delivered, if appropriate, to the Borrower and the Administrative Agent (or is delivering to the Borrower and the
Administrative Agent concurrently herewith) the tax forms referred to in [Section 12.1] of the Credit Agreement.]*


 


This
Agreement shall be deemed to be a contractual obligation under, and shall be governed by and construed in accordance with, the
internal laws of the state of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State
of New York).


 


The Commitment Amount
Increase shall be effective when the executed consent of the Administrative Agent is received or otherwise in accordance with Section 1.15
of the Credit Agreement, but not in any case prior to ___________________, ____. It shall be a condition to the effectiveness of
the Commitment Amount Increase that all expenses referred to in Section 1.15 of the Credit Agreement shall have been paid.


 


The Borrower hereby
certifies that no Default or Event of Default has occurred and is continuing.


 


 






*
Insert bracketed paragraph if New Lender is organized under the law of a jurisdiction other than the United States of America or
a state thereof.


 




    -2-


     


    

 


Please indicate the
Administrative Agent’s consent to such Commitment Amount Increase by signing the enclosed copy of this letter in the space
provided below.


 


	 	Very truly yours,
	 	 	 	 
	 	Global Medical REIT L.P.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	[New or existing Lender Increasing Commitments]
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


The undersigned hereby consents on


this __ day of _____________,
_____


to the above-requested Commitment


Amount Increase.


 


	BMO Harris Bank N.A., as Administrative Agent	 
	 	 	 	 
	By	 	 
	 	Name	 	 
	 	Title	 	 


 




    -3-


     


    

 


Exhibit I


 


Borrowing Base Certificate


 


		To:	BMO Harris Bank N.A., as Administrative Agent under, and the Lenders party to, the Credit Agreement
described below.



 


Pursuant to the terms
of the Credit Agreement dated as of December 2, 2016, among us (the “Credit Agreement”), we submit this Borrowing
Base Certificate to you and certify that the calculation of the Borrowing Base set forth below and on any Exhibits or attachments
to this Certificate is true, correct and complete as of the Borrowing Base Determination Date.


 


[Signature
Page Follows]


 




     


     


    

 


The foregoing certifications,
together with the computations set forth in Schedule I hereto are made and delivered this ______ day of __________________
201__.


 


	 	Global Medical REIT L.P.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    -2-


     


    

 


Schedule
I to Borrowing Base Certificate


 


_________________________________________________


 


Calculation
of Borrowing Base and Revolving Credit Availability


 


[To
utilize Excel Spreadsheet in the format Attached hereto]


 




    -3-


     


    

 


Exhibit
A to Schedule I to Borrowing Base Certificate


of
Global Medical REIT L.P.


 


This Exhibit A is attached
to the Borrowing Base Certificate of Global Medical REIT L.P. for the Borrowing Base Determination Date of [________] ____, 201__
and delivered to BMO Harris Bank N.A., as Administrative Agent, and the Lenders party to the Credit Agreement referred to therein.
The undersigned hereby certifies that the following is a true, correct and complete calculation of Borrowing Base Value as of the
Borrowing Base Determination Date set forth above:


 


[To
utilize Excel Spreadsheet in the format Attached hereto]


 




    -4-


     


    

 


Exhibit J-1


 


[Form of]


U.S. Tax Compliance Certificate


(For
Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to
the Credit Agreement dated as of December 2, 2016 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”) among Global Medical REIT L.P., the Guarantors from time to
time party thereto, the Lenders from time to time party thereto and BMO Harris Bank
N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are
used herein with the same meaning.


 


Pursuant to the provisions
of Section 12.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Revolving Loan(s) (as well as any Note(s) evidencing such Revolving Loan(s)) in respect of which it is providing this
certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten
percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled
foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS
Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall
have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


	 	[Name of Lender]
	 	 	 	 
	 	By:	          
	 	 	Name:	            
	 	 	Title:	 
	 	 	 	 
	 	Date:_____________ , 20[_]


 




     


     


    

 


Exhibit J-2


 


[Form of]


U.S. Tax Compliance Certificate


(For
Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to
the Credit Agreement dated as of December 2, 2016 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”) among Global Medical REIT L.P., the Guarantors from time to
time party thereto, the Lenders from time to time party thereto and BMO Harris Bank
N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are
used herein with the same meaning.


 


Pursuant to the provisions
of Section 12.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By
executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with
a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments.


 


	 	[Name of Participant]
	 	 	 	 
	 	By:	 	        
	 	 	Name:	         
	 	 	Title:	 
	 	 	 	 
	 	Date: _____________ , 20[_]


 




     


     


    

 


Exhibit J-3


 


[Form of]


U.S. Tax Compliance Certificate


(For
Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to
the Credit Agreement dated as of December 2, 2016 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”) among Global Medical REIT L.P., the Guarantors from time to
time party thereto, the Lenders from time to time party thereto and BMO Harris Bank
N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are
used herein with the same meaning.


 


Pursuant to the provisions
of Section 12.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its
direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has
furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that
is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have
at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in
which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


	 	[Name of Participant]
	 	 	 	 
	 	By:	            
	 	 	Name:	            
	 	 	Title:	 
	 	 	 	 
	 	Date: _____________ , 20[_]


 




     


     


    

 


Exhibit J-4


 


[Form of]


U.S. Tax Compliance Certificate


(For
Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to
the Credit Agreement dated as of December 2, 2016 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”) among Global Medical REIT L.P., the Guarantors from time to
time party thereto, the Lenders from time to time party thereto and BMO Harris Bank
N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are
used herein with the same meaning.


 


Pursuant to the provisions
of Section 12.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
Revolving Loan(s) (as well as any Note(s) evidencing such Revolving Loan(s)) in respect of which it is providing this certificate,
(ii) its direct or indirect partners/members are the sole beneficial owners of such Revolving Loan(s) (as well as any Note(s)
evidencing such Revolving Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any
other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant
to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of
its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial
owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative
Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.


 


	 	[Name of Lender]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	            
	 	 	Title:	 
	 	 	 	 
	 	Date: _____________ , 20[_]


 




     


     


    

 


Schedule I


 


Commitments


 


 


	Lender	 	Commitment	 
	 	 	 	 
	BMO Harris Bank N.A.	 	$	75,000,000	 
	 	 	 	 	 
	Total:	 	$	75,000,000	 



 




     


     


    

 


Schedule 1.1


 


Initial Borrowing Base Properties


 


	Name of Loan Party	 	Complete street and mailing

address, including county and zip

code
	GMR Sandusky, LLC	 	
        1326 E. Perkins Avenue

        Sandusky, OH 44870

         

	 	 	
        2800 Hayes Avenue, Bldg B

        Sandusky, OH 44870

        2800 Hayes Avenue Bldg. C

        Sandusky, OH 44870

        2800 Hayes Avenue, Bldg. F

        Sandusky, OH 44870

         

	 	 	
        810 S. Main Street

        Huron, OH 44839

         

	GMR Watertown, LLC	 	
        511 14th Avenue NE

        Watertown, SD 57201

         

	 	 	
        506 1st Avenue

        Watertown, SD 57201

         

	GMR Omaha, LLC	 	
        1870 S. 75th Street

        Omaha, NE 68124

         

	GMR Asheville, LLC	 	
        30-34 Granby Street

        Asheville, NC 28801

         

	GMR Reading, LLC	 	
        2220 Ridgeway Road

        Wyomissing, PA 19610

         

	 	 	
        1802 Papermill Road

        Wyomissing, PA 19610

         

	GMR East Orange, LLC	 	
        310 Central Avenue

        East Orange, NJ 07018

         



 




     


     


    

 


Schedule 1.2


 


Existing Liens


 


None.


 




     


     


    

 


Schedule 6.2


 


Subsidiaries


 


[See
Attached]


 




     


     


    

 


Schedule 6.11


 


Litigation


 


None.


 




     


     


    

 


Schedule 7.3(b)


 


Eligibility
Conditions


 


Not less than ten (10)
Business Days prior to the addition of any Eligible Property to the Borrowing Base:


 


(1)           the
Administrative Agent shall have received a written request from Borrower to add such Eligible Property to the Borrowing Base


 


(2)           the
Administrative Agent shall have received a certificate evidencing compliance with the Borrowing Base Requirements on a pro forma
basis;


 


(3)           if
the Subsidiary owning such Real Property is not a Guarantor (each, a “New Guarantor”) the Administrative Agent
shall have received a duly executed Additional Guarantor Supplement from such New Guarantor, together with the following:


 


(A)         the
Administrative Agent shall have received copies of such New Guarantor’s articles of incorporation and bylaws (or comparable
organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;


 


(B)         the
Administrative Agent shall have received copies of resolutions of such New Guarantor’s Board of Directors (or similar governing
body) authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of
the transactions contemplated thereby, together with specimen signatures of the persons authorized to execute such documents on
such New Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;


 


(C)         the
Administrative Agent shall have received copies of the certificates of good standing for such New Guarantor from the office of
the secretary of the state (or similar office) of its incorporation or organization and of each state in which any such Real Property
is located; and


 


(D)         the
Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for such New Guarantor;


 


(4)         the
Administrative Agent shall have received financing statement, tax, and judgment lien search results against any such New Guarantor
and such Real Property evidencing the absence of Liens, except for Permitted Liens or as otherwise permitted by Section 8.7
hereof.


 


(5)         the
Administrative Agent shall have received:


 




     


     


    

 


(A)         evidence
of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss
payee and as an additional insured, as applicable;


 


(B)         an
American Land Title Association survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted
Liens prepared by a licensed surveyor for such Real Property, which surveys shall also state whether or not any portion of such
Real Property is in a federally designated flood hazard area and shall also include photographs (interior and exterior) of the
applicable Real Property;


 


(C)         a
report as to whether or not any portion of such Real Property is in a federally designated flood hazard area and, if any improvements
thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may be required by applicable
law;


 


(D)         a
report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions
of such Real Property subject to the Lien of the applicable Mortgage, together with a reliance letter thereon acceptable to the
Administrative Agent;


 


(E)         an
Appraisal with respect to such Real Property;


 


(F)         a
structural engineering and/or property condition report satisfactory to Administrative Agent with respect to such Real Property;


 


(G)         the
applicable Lease for such Real Property;


 


(H)         the
purchase and sale agreement for such Real Property;


 


(I)         the
financial model for such Real Property, including projected rents therefor; and


 


(J)         to
the extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans
of this nature or with applicable Legal Requirements, any other agreement, instrument, document, certificate or opinion requested
by the Administrative Agent with respect to such Real Property.


 


On or prior to the
addition of any Eligible Property to the Borrowing Base, the Administrative Agent shall have received:


 


(A)         a
Mortgage duly executed by either the Borrower or the relevant Material Subsidiary, as applicable, for such Real Property, in form
and substance reasonably acceptable to Borrower, the relevant Material Subsidiary, if applicable, and Administrative Agent;


 




    -2-


     


    

 


(B)         mortgagee’s
title insurance policies with respect to such Real Property (or a prepaid binding commitment therefor) in form and substance reasonably
acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate amount
of the Commitment (subject to the underwriting requirements of the applicable title insurance company) insuring the Lien of the
applicable Mortgage to be valid first priority Liens subject only to Permitted Liens, together with such endorsements as the Administrative
Agent may reasonably require;


 


(C)         the
favorable written opinion of local counsel to the Borrower or relevant Material Subsidiary, as applicable, covering due authorization,
execution and delivery and enforceability of the applicable Mortgage, together with customary real estate opinions as to sufficiency
of the applicable Mortgage for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory
to the Administrative Agent; and


 


(D)         for
each Tenant Lease that is not automatically subordinate to the lien of the applicable Mortgage, a subordination agreement in sufficient
form for the title company to insure that such Lease is subordinate to the lien of such Mortgage and Borrower shall use commercially
reasonable efforts to also provide an estoppel certificate with respect to such Tenant’s Lease evidencing that the Lease
is in full force and effect and that there are not defaults by the applicable landlord thereunder that would have a material adverse
effect on the value of such Real Property or the applicable Lease.


 




    -3-


     


    

 


Schedule 8.8


 


Investments


 


None.