EX-10.3




 Exhibit 10.3 

CONSENT AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

THIS CONSENT AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Consent and Amendment”) made
as of this 11th day of April, 2019, by and among CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (the “Borrower”), CARTER VALIDUS MISSION CRITICAL
REIT II, INC., a Maryland corporation (“REIT”), THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (hereinafter referred to individually as a “Subsidiary Guarantor” and collectively, as
“Subsidiary Guarantors”; REIT and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national banking
association (“KeyBank”), THE OTHER LENDERS LISTED ON THE SIGNATURES PAGES HEREOF AS LENDERS (KeyBank and the other lenders are listed on the signatures pages hereof as Lenders, collectively, the “Lenders”), and KEYBANK
NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (the “Agent”). 
 W I T N E S
S E T H: 
 WHEREAS, Borrower and KeyBank, individually and as administrative agent, and the Lenders entered into that certain Third
Amended and Restated Credit Agreement dated as of April 27, 2018, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of January 29, 2019 (as amended, the “Credit Agreement”); and

 WHEREAS, each of the Guarantors are a party to that certain Third Amended and Restated Unconditional Guaranty of Payment and Performance
in favor of Agent and the Lenders dated as of April 27, 2018 (the “Guaranty”); 
 WHEREAS, Borrower and Guarantors have
requested that the Agent consent to the following: 
  

	 	(a)	 to the execution and delivery of that certain Agreement and Plan of Merger dated April 11, 2019, by and
among Borrower, REIT, Carter/Validus Operating Partnership, LP, a Delaware limited partnership (“CVOP I”), Carter Validus Mission Critical REIT, Inc., a Maryland corporation and Lightning Merger Sub, LLC, a Maryland limited liability
company (“NewCo”), a copy of which is attached hereto as Exhibit “A” (the “Merger Agreement”); 


  

	 	(b)	 to the execution and delivery of that certain Third Amended and Restated REIT II Advisory Agreement, a copy of
which is attached as Exhibit C to the Merger Agreement (the “Restated Advisory Agreement”), which Restated Advisory Agreement amends and restates in its entirety the advisory agreement referenced in Section 2 of the Subordination of
Advisory Agreement; and 


  

	 	(c)	 to the execution and delivery of that certain Amendment to REIT II Operating Partnership Agreement, a copy of
which is attached as Exhibit D to the Merger Agreement (the “Amendment to Borrower Partnership Agreement”), which Amendment to Borrower Partnership Agreement amends the existing limited partnership agreement of Borrower effective as of the
consummation of the merger contemplated by the Merger Agreement. 













 WHEREAS, Borrower and Guarantors have also requested that the Agent and the Lenders make
certain modifications to the Credit Agreement to be effective on the Merger Consent Date (as defined in Section 13 below) and, provided that the Merger Effectiveness Conditions (as defined in Section 14 below) are deemed satisfied by
Agent, on the Merger Effective Date (as defined in Section 14 below); and 
 WHEREAS, as a condition to Agent and the Required Lenders
granting consents pursuant to this Consent and Amendment with respect to the execution, delivery and consummation of the Merger Agreement, Agent and the Required Lenders have required certain modifications be made to the Credit Agreement; and 

NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows: 

1.    Definitions. All terms used herein which are not otherwise defined herein shall have the meanings set forth
in the Credit Agreement. 
 2.    Consents and Agreements. 

(a)    Borrower represents, warrants and covenants to Agent and the Lenders that (1) a true and correct copy of the
Merger Agreement is attached hereto as Exhibit “A”,    and (2) upon consummation of the transactions contemplated by the Merger Agreement, the structure of REIT, Borrower and the targets acquired
pursuant to such transactions shall be as set forth on Exhibit “B” attached hereto (the “Merger Structure”) The Agent hereby consents to the execution and delivery of the Merger Agreement by Borrower and REIT. Agent hereby
consents to the consummation of the Merger subject to the satisfaction of all of the Merger Effectiveness Conditions. 

(b)    The Agent hereby consents to the execution and delivery of the Restated Advisory Agreement and the Amendment to
Borrower Partnership Agreement. 
 3.    Modification of the Credit Agreement on the Merger Consent Date.
The Agent, the Lenders and the Borrower hereby amend the Credit Agreement as follows on the Merger Consent Date: 

(a)    By inserting the following definitions in §1.1 of the Credit Agreement, in the appropriate alphabetical order:

 “CVOP I. Carter/Validus Operating Partnership, LP, a Delaware limited partnership. 

“Merger. The consummation of the merger transaction contemplated by that certain Agreement and Plan of Merger dated April 11,
2019, by and among Borrower, REIT, Carter/Validus Operating Partnership, LP, a Delaware limited partnership, Carter Validus Mission Critical REIT, Inc., a Maryland corporation and NewCo.” 

  
 2 












 “NewCo. Lightning Merger Sub, LLC, a Maryland limited liability company (to be
known as Carter Validus Mission Critical REIT II, LLC upon consummation of the Merger).” 
 (b)    By deleting
§8.1(i) of the Credit Agreement in its entirety, and inserting in lieu thereof the following: 

“(i)    subject to the provisions of §9, Secured Debt that is Recourse Indebtedness, provided that the aggregate
amount of such Secured Debt (excluding the Obligations and the Hedge Obligations) shall not exceed fifteen percent (15.0%) of Gross Asset Value at any time; provided, however, that for one period of four (4) full consecutive fiscal quarters
immediately following the date on which the Merger is consummated and one (1) partial fiscal quarter period to include the quarter in which the Merger is consummated, if applicable, the amount of Secured Debt (excluding the Obligations and the
Hedge Obligations) that is Recourse Indebtedness may exceed fifteen percent (15.0%) but shall not exceed seventeen and one-half percent (17.5%) during such period;” 

(c)    By modifying the paragraph immediately following §8.1(k) by deleting subsection (ii) thereof in
its entirety, and inserting in lieu thereof the following: 
 “(ii) none of the Borrower, the Guarantors or their respective
Subsidiaries shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (other than Indebtedness to the Lenders arising under the Loan Documents) with respect to which there is a Lien
on any Equity Interests, right to receive Distributions or similar right in any Subsidiary or Unconsolidated Affiliate of such Person, provided that from and after the Release of Security Date (A) (1) Borrower, (2) REIT and from and after the
Merger, NewCo, as guarantors only, (3) from and after the Merger, CVOP I, and (4) any Subsidiary of the Borrower or from and after the Merger, of CVOP I (other than any such Subsidiary of Borrower or CVOP I that is a Subsidiary Guarantor
or any Person having any direct or indirect ownership interest in any such Subsidiary Guarantor), may create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness which is permitted by
§8.1(h) or (i) and with respect to which there is a Lien on any Equity Interests, right to receive Distributions or similar right in any Subsidiary or Unconsolidated Affiliate of such Person, subject to the terms of this Agreement, and
(B) the Subsidiary Guarantors may guarantee other Unsecured Debt permitted by §8.1(j) subject to the terms of this Agreement; and” 

(d)    By deleting §8.2(iii) of the Credit Agreement in its entirety, and inserting in lieu thereof the following:

 “(iii)    (A) Liens consisting of mortgage liens on Real Estate, other than Real Estate that constitutes a Pool
Property, (including the rents, issues and profits therefrom), or any interest therein (including the rents, issues and profits 

  
 3 












 
therefrom), and related personal property securing Indebtedness which is permitted by §8.1(h) or (i), and (B) from and after the Release of Security Date, Liens on any direct interest
of any Subsidiary of the Borrower or from and after the Merger, of CVOP I (other than any such Subsidiary of the Borrower or CVOP I that is a Subsidiary Guarantor or any Person having any direct or indirect ownership interest in any such Subsidiary
Guarantor) that directly owns Real Estate, securing Indebtedness which is permitted by §8.1(h) or (i);” 

4.    Modification of the Credit Agreement on the Merger Effective Date. In the event that the Agent determines the
Merger Effectiveness Conditions have been satisfied in all respects, then the consent of Agent in Section 2 to the consummation of the Merger shall be effective and contemporaneously therewith the Borrower, Agent and Lenders do hereby modify
and amend the Credit Agreement by deleting from the Credit Agreement the text that is shown as a deletion or strike-through in the form of the Credit Agreement attached hereto as Exhibit “C” and made a part hereof (the “Revised
Credit Agreement”), and by inserting in the Credit Agreement the text shown as an insertion or underlined text in the Revised Credit Agreement, such that from and after the Merger Effective Date (as hereinafter defined) the Credit Agreement is
amended to read as set forth in the Revised Credit Agreement. From and after the Merger Effective Date, the Credit Agreement shall be the Credit Agreement, as amended by this Amendment. 

5.    References to Credit Agreement. All references in the Loan Documents to the Credit Agreement amended
in connection with this Consent and Amendment shall be deemed a reference to the Credit Agreement as modified and amended herein. 

6.    Consent of Borrower and Guarantors. By execution of this Consent and Amendment, Guarantors hereby expressly
consent to the modifications and amendments relating to the Credit Agreement as set forth herein, and Borrower and Guarantors hereby acknowledge, represent and agree that the Credit Agreement, as modified and amended herein, and the other Loan
Documents, remain in full force and effect and constitute the valid and legally binding obligation of Borrower and Guarantors, respectively, enforceable against such Persons in accordance with their respective terms, and that the Guaranty extends to
and applies to the foregoing documents as modified and amended. 
 7.    Representations. Borrower and Guarantors
represent and warrant to Agent and the Lenders as follows: 
 (a)    Authorization. The execution, delivery and
performance of this Consent and Amendment and the transactions contemplated hereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such Persons,
(iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ, injunction, license or permit
applicable to such Persons, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate
of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, any of such Persons or any of its properties or to which any of
such Persons is subject, and (v) do not 

  
 4 












 
and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Persons, other than the liens and encumbrances created by the
Loan Documents. 
 (b)    Enforceability. This Consent and Amendment are valid and legally binding obligations of
Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors’ rights and the effect of general principles of equity. 
 (c)    Approvals. The
execution, delivery and performance of this Consent and Amendment and the transactions contemplated hereby do not require the approval or consent of or approval of any Person or the authorization, consent, approval of or any license or permit issued
by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained. 

(d)    Reaffirmation. Borrower and Guarantors reaffirm and restate as of the date hereof each and every
representation and warranty made by the Borrower, the Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that
expressly relate to an earlier date. 
 8.    No Default. By execution hereof, the Borrower and Guarantors
certify that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after the execution and delivery of this Consent and Amendment, and that no Default or Event of Default has occurred and is
continuing. 
 9.    Waiver of Claims. Borrower and Guarantors acknowledge, represent and agree that Borrower and
Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loans or with respect to any acts or
omissions of Agent or any of the Lenders, or any past or present officers, agents or employees of Agent or any of the Lenders, and each of Borrower and Guarantors does hereby expressly waive, release and relinquish any and all such defenses,
setoffs, claims, counterclaims and causes of action, if any. 
 10.    Ratification. Except as hereinabove set
forth or in any other document previously executed or executed in connection herewith, all terms, covenants and provisions of the Credit Agreement, the Guaranty and the other Loan Documents remain unaltered and in full force and effect, and the
parties hereto do hereby expressly ratify and confirm the Credit Agreement, the Guaranty and other Loan Documents as modified and amended herein and therein. Guarantors hereby consent to the terms of this Consent and Amendment and ratify the
Guaranty. Nothing in this Consent and Amendment or any other document delivered in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment
or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty). This Consent and Amendment shall constitute a Loan Document. 

  
 5 












 11.    Counterparts. This Consent and Amendment may be executed
in any number of counterparts which shall together constitute but one and the same agreement. 

12.    Miscellaneous. THIS CONSENT AND AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Consent and Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective
permitted successors, successors-in-title and assigns as provided in the Credit Agreement. 

13.    Effective Date of Section 3 Modifications. The obligations of the undersigned
parties under Section 3 of this Consent and Amendment shall be deemed effective and in full force and effect (the “Merger Consent Date”) only upon confirmation by the Agent of the satisfaction of the following conditions: 

(a)    the execution and delivery of this Consent and Amendment by Borrower, Guarantors, Agent and the Required Lenders;

 (b)    the execution and delivery of that certain Ratification of Subordination of Advisory Agreement by Advisor,
REIT and Borrower; 
 (c)    An opinion of counsel to the Borrower and the Guarantors addressed to the Agent and the
Lenders covering such matters as the Agent may reasonably request; 
 (d)    if required by Agent, that the Borrower
shall pay contemporaneously with the Merger Consent Date all fees (including legal fees) due and payable with respect to this Consent and Amendment; and 

(e)    such authority certificates, resolutions and good standing certificates as the Agent may reasonably request. 

14.    Effective Date of Section 4 Modifications. The obligations of the undersigned parties
under Section 4 of this Consent and Amendment shall be deemed effective and in full force and effect (the “Merger Effective Date”) only upon confirmation by the Agent in writing that the following conditions have been satisfied in
form and substance satisfactory to Agent (the “Merger Effectiveness Conditions”): 
 (a)    The compliance or
satisfaction by Borrower of all of the following requirements as evidenced by a certificate (including, without limitation, appropriate back-up information) from Borrower to Agent and the Lenders certifying
the foregoing: 
 (1)    Except as otherwise approved by Agent in writing, no material modifications, amendments or
waivers have been made to the Merger Agreement and conditions to closing thereof; 
 (2)    There shall be no
litigation, other proceeding or order (whether temporary, preliminary or permanent) of a court of competent jurisdiction that could or does in effect prevent, restrain or enjoin the consummation of the Merger; 

  
 6 












 (3)    The performance of the Merger Agreement does not require the
approval or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or other Governmental Authority other than those already obtained, and filings after the date hereof of
disclosures with the SEC; 
 (4)    On the Merger Effective Date, there shall exist no Default or Event of Default
(after giving effect to the consummation of the Merger Agreement); 
 (5)    The representations and warranties made by
the Borrower and the Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower and the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and
shall also be true and correct in all material respects on the Merger Effective Date (after giving effect to the consummation of the Merger Agreement); 

(b)    The consummation of the transaction contemplated by the Merger Agreement in accordance with the terms and
conditions thereof and in accordance with the Merger Structure has occurred on or before October 8, 2019, as such date may be extended by the Agent in writing; 

(c)    Evidence reasonably satisfactory to Agent that Borrower will be in pro forma compliance with the covenants set
forth in §9 immediately after giving effect to the consummation of the Merger together with an updated pro forma consolidated balance sheet and statement of income for REIT and its Subsidiaries; 

(d)    A solvency certificate from the chief financial officer of REIT with respect to each of the REIT, the Borrower,
NewCo and CVOP I, individually and as a whole; 
 (e)    Delivery by CVOP I, Borrower, REIT and Advisor of a joinder by
CVOP I to and ratification by all parties of the Subordination of Advisory Agreement and of a Joinder Agreement from CVOP I and NewCo together with customary documentation relating to CVOP I and NewCo or any entity signing or in the chain of
authority under the Joinder Agreement together with (1) the delivery of customary legal opinions (which legal opinions shall cover authorization, execution, delivery, enforceability, and such other matters as Agent may reasonably request),
corporate records and documents from public officials, lien searches and officer’s certificates, and (2) evidence of authority, existence and good standing; 

(f)    Delivery of a legal opinion regarding the effectiveness of the Merger under state law; 

(g)    Upon request by Agent, execution and delivery by Borrower and the Guarantor of a Ratification of Loan Documents
together with customary documentation relating to Borrower, Guarantor or any entity signing or in the chain of authority under the Ratification of Loan Documents together with (1) the delivery of customary legal opinions (which legal
opinions shall cover authorization, execution, delivery, enforceability, and such other matters as Agent may reasonably request), corporate records and documents from public officials, satisfactory bankruptcy and lien searches and officer’s
certificates, and (2) evidence of authority, existence and good standing; 

  
 7 












 (h)    Receipt of copies of the filed and accepted documents
effectuating the Merger from the appropriate governmental authorities; 
 (i)    Written evidence that CVOP I is no
longer a party to any agreement for the providing of advisory services, except as may be entered into with the advisor of Borrower; 

(j)    If required by Agent or any Lender, compliance with any “know your customer” (including beneficial
compliance certificates), anti-money laundering and anti-terrorism documentation requirements; and 
 (k)    if required
by Agent, that the Borrower shall pay contemporaneously with the Merger Effective Date all fees (including legal fees) due and payable with respect to the satisfaction of the Merger Effectiveness Conditions. 

[SIGNATURES BEGIN ON NEXT PAGE] 

  
 8 












 IN WITNESS WHEREOF, the parties hereto have hereto set their hands and affixed their seals
as of the day and year first above written. 
  

					
		  	BORROWER:
		
		  	 CARTER VALIDUS OPERATING PARTNERSHIP II, LP,

a Delaware limited partnership



					
			
		 	By:	  	    Carter Validus Mission Critical REIT II, Inc.,
		 		  	    a Maryland corporation, its general partner


							
				
		 		 	By:	  	 /s/ Kay C. Neely



							
		 		 	Name:	  	Kay C. Neely
		 		 	Title:	  	Chief Financial Officer and Treasurer
		
		 	(CORPORATE SEAL)


					
			
		 	REIT:	  	
		
		 	 CARTER VALIDUS MISSION CRITICAL REIT II, INC.,

a Maryland corporation



					
			
		 	By:	  	 /s/ Kay C. Neely



					
		 	Name:	  	Kay C. Neely
		 	Title:	  	Chief Financial Officer and Treasurer
		
		 	(CORPORATE SEAL)
		
		 	[Signatures Continued On Next Page]

 KeyBank/CV Reit II: Signature Page to Consent and Second Amendment to 

Third Amended and Restated Credit Agreement 











 SUBSIDIARY GUARANTORS: 

HC-11250 FALLBROOK DRIVE, LLC, 

HCII-5525 MARIE AVENUE, LLC,  

HEALTH CARE II-110 CHARLOIS BOULEVARD, LLC, 

HCII-150 YORK STREET, LLC,  

HCII-1800 PARK PLACE AVENUE, LLC, 

HCII-5100 INDIAN CREEK PARKWAY, LLC, 

DCII-505 W. MERRILL STREET, LLC, 

HCII-30 PINNACLE DRIVE, LLC,  

HCII-110 EAST MEDICAL CENTER BLVD., LLC, 

HCII-15 ENTERPRISE DRIVE, LLC,  

HCII-68 CAVALIER BOULEVARD, LLC, 

HCII-107 FIRST PARK DRIVE, LLC,  

HCII-3590 LUCILLE DRIVE, LLC, 

HCII-237 WILLIAM HOWARD TAFT ROAD, LLC,  

HCII-2752 CENTURY BOULEVARD, LLC, 

HCII-200 MEMORIAL DRIVE, LLC,  

DCII-5400-5510 FELTL ROAD, LLC, 

HCII-2001 HERMANN DRIVE, LLC, 

HCII-1131 PAPILLION PARKWAY, LLC, 

HCII-HERITAGE PARK, LLC,  

HCII-HPI HEALTHCARE PORTFOLIO, LLC, and 

HCII-750 12TH AVENUE, LLC, 

each a Delaware limited liability company 

 

									
	By:	  	Carter Validus Operating Partnership II, LP,
		  	a Delaware limited partnership
				
		  	By:	  		  	Carter Validus Mission Critical REIT II, Inc.,
		  		  		  	a Maryland corporation, its general partner
					
		  		  		  	By:	  	 /s/ Kay C. Neely

		  		  		  	Name:	  	Kay C. Neely
		  		  		  	Title:	  	Chief Financial Officer and Treasurer
					
		  		  		  		  	(SEAL)


 [Signatures Continued On Next Page] 

  
 KeyBank/CV Reit II:
Signature Page to Consent and Second Amendment to 
 Third Amended and Restated Credit Agreement 












 DCII-700 AUSTIN AVENUE, LLC,

 HCII HPI-3110 SW 89TH STREET, LLC, 

HCII HPI-1616 S. KELLY AVENUE, LLC, 

HCII HPI-3212 89TH STREET, LLC, 

HCII HPI-300 NW 32ND STREET, LLC, 

HCII HPI-3125 SW 89TH STREET, LLC, 

HCII HPI-3115 SW 89TH STREET, LLC, 

DCII-5225 EXCHANGE DRIVE, LLC, 

DCII-3255 NEIL ARMSTRONG BOULEVARD, LLC, 

DCII-200 CAMPUS DRIVE, LLC, 

HCII-11200 NORTH PORTLAND AVENUE, LLC, 

DCII-400 MINUTEMAN ROAD, LLC, 

DCII-2601 W. BROADWAY ROAD, LLC, 

C&Y PARTNERS, LLC, 

DCII-1501 OPUS PLACE, LLC, 

DCII-10309 WILSON BLVD., LLC, 

HCII-2111 OGDEN AVENUE, LLC, 

DCII-1400 CROSSBEAM DRIVE, LLC, 

DCII-1400 KIFER ROAD, LLC, 

DCII-8700 GOVERNORS HILL DRIVE, LLC, 

HCII-9800 LEVIN ROAD NW, LLC, 

HCII-4409 NW ANDERSON HILL ROAD, LLC, 

DCII-2005 EAST TECHNOLOGY CIRCLE, LLC, 

HCII-1015 S. WASHINGTON AVENUE, LLC, 

DCPII-SAC-11085 SUN CENTER DRIVE, LLC,

 DCPII-SAC-3065 GOLD CAMP DRIVE,
LLC, and 
 DCII-4121 PERIMETER CENTER PLACE, LLC, 

each a Delaware limited liability company 

 

									
	By:	  	Carter Validus Operating Partnership II, LP,
		  	a Delaware limited partnership
				
		  	By:	  		  	Carter Validus Mission Critical REIT II, Inc.,
		  		  		  	a Maryland corporation, its general partner
					
		  		  		  	By:	  	 /s/ Kay C. Neely

		  		  		  	Name:	  	Kay C. Neely
		  		  		  	Title:	  	Chief Financial Officer and Treasurer
					
		  		  		  		  	(SEAL)


 [Signatures Continued On Next Page] 

  
 KeyBank/CV Reit II:
Signature Page to Consent and Second Amendment to 
 Third Amended and Restated Credit Agreement 












 HCII-1601 WEST HEBRON PARKWAY, LLC, 

HCII-455 PARK GROVE DRIVE, LLC, 

DCII-400 HOLGER WAY, LLC, 

HCII-2006 4TH STREET, LLC, 

HCII-307 E. SCENIC VALLEY AVENUE, LLC, 

DCII-4726 HILLS AND DALES ROAD NW, LLC, 

HCII-3&5 MEDICAL PARK DRIVE, LLC, 

HCII-1200 NORTH MAIN STREET, LLC, 

HCII-124 SAWTOOTH OAK STREET, LLC, 

HCII-23157 I-30 FRONTAGE ROAD, LLC, 

HCII-2412 AND 2418 NORTH OAK STREET, LLC, and 

HCII-12499 UNIVERSITY AVENUE, LLC, 

each a Delaware limited liability company 

 

									
	By:	  	Carter Validus Operating Partnership II, LP,
		  	a Delaware limited partnership
				
		  	By:	  		  	Carter Validus Mission Critical REIT II, Inc.,
		  		  		  	a Maryland corporation, its general partner
					
		  		  		  	By:	  	 /s/ Kay C. Neely

		  		  		  	Name:	  	Kay C. Neely
		  		  		  	Title:	  	Chief Financial Officer and Treasurer
					
		  		  		  		  	(SEAL)


 [Signatures Continued On Next Page] 

  
 KeyBank/CV Reit II:
Signature Page to Consent and Second Amendment to 
 Third Amended and Restated Credit Agreement 












 
									
	 HCII-30 PINNACLE DRIVE PA, LP,

a Delaware limited partnership

		
	By:	  	 HCII-30 Pinnacle Drive, LLC,
 a
Delaware limited liability company, its general partner

			
		  	By:	  	 Carter Validus Operating Partnership II, LP,

a Delaware limited partnership, its sole member

				
		  		  	By:	  	 Carter Validus Mission Critical REIT II, Inc.,

a Maryland corporation, its General Partner

					
		  		  		  	By:	 	 /s/ Kay C. Neely

		  		  		  	Name:	 	Kay C. Neely
		  		  		  	Title:	 	Chief Financial Officer and Treasurer
					
		  		  		  		 	(SEAL)
	
	 HCII-2752 CENTURY BOULEVARD PA, LP,

a Delaware limited partnership

		
	By:	  	 HCII-2752 Century Boulevard, LLC,

a Delaware limited liability company, its general partner

			
		  	By:	  	 Carter Validus Operating Partnership II, LP,

a Delaware limited partnership, its sole member

				
		  		  	By:	  	 Carter Validus Mission Critical REIT II, Inc.,

a Maryland corporation, its General Partner

					
		  		  		  	By:	 	 /s/ Kay C. Neely

		  		  		  	Name:	 	Kay C. Neely
		  		  		  	Title:	 	Chief Financial Officer and Treasurer
					
		  		  		  		 	(SEAL)


 [Signatures Continued On Next Page] 

KeyBank/CV Reit II: Signature Page to Consent and Second Amendment to 

Third Amended and Restated Credit Agreement 











 
									
	 HCII-110 CHARLOIS BOULEVARD, LP,

a Delaware limited partnership

		
	By:	  	 Health Care II-110 Charlois Boulevard, LLC,

a Delaware limited liability company, its general partner

			
		  	By:	  	 Carter Validus Operating Partnership II, LP,

a Delaware limited partnership, its sole member

				
		  		  	By:	  	 Carter Validus Mission Critical REIT II, Inc.,

a Maryland corporation, its General Partner

					
		  		  		  	By:	 	 /s/ Kay C. Neely

		  		  		  	Name:	 	Kay C. Neely
		  		  		  	Title:	 	Chief Financial Officer and Treasurer
					
		  		  		  		 	(SEAL)
	
	 DCII-1400 CROSSBEAM DR., LP,

a Delaware limited partnership

		
	By:	  	 DCII-1400 Crossbeam Drive, LLC,

a Delaware limited liability company, its general partner

			
		  	By:	  	 Carter Validus Operating Partnership II, LP,

a Delaware limited partnership, its sole member

				
		  		  	By:	  	 Carter Validus Mission Critical REIT II, Inc.,

a Maryland corporation, its General Partner

					
		  		  		  	By:	 	 /s/ Kay C. Neely

		  		  		  	Name:	 	Kay C. Neely
		  		  		  	Title:	 	Chief Financial Officer and Treasurer
					
		  		  		  		 	(SEAL)


 [Signatures Continued On Next Page] 

KeyBank/CV Reit II: Signature Page to Consent and Second Amendment to 

Third Amended and Restated Credit Agreement 











 
			
	AGENT AND LENDERS:
	
	 KEYBANK NATIONAL ASSOCIATION,

individually as a Lender and as Agent



 
			
		
	By:	 	 /s/ Kristin Centracchio

	Name:	 	 Kristin Centracchio

	Title:	 	 Vice President



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	CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent




			
		
	By:	 	 /s/ Alicia Cook

	Name:	 	 Alicia Cook

	Title:	 	 Authorized Signatory



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	COMPASS BANK, individually as a Lender and as a Co-Syndication Agent


 
			
		
	By:	 	 /s/ R. Steven Hall

	Name:	 	 R. Steven Hall

	Title:	 	 Vice President



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	SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent


 
			
		
	By:	 	 /s/ Danny Stover

	Name:	 	 Danny Stover

	Title:	 	 Senior Vice President



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	FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent




			
		
	By:	 	 /s/ Mark Patterson

	Name:	 	 Mark Patterson

	Title:	 	 Director



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	HANCOCK WHITNEY BANK, individually as a Lender and as a Co-Documentation Agent


 
			
		
	By:	 	 /s/ Cynthia LaMendola

	Name:	 	 Cynthia LaMendola

	Title:	 	 Vice President



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	 SYNOVUS
BANK



 
			
		
	By:	 	 /s/ David W. Bowman

	Name:	 	 David W. Bowman

	Title:	 	 Director



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	CADENCE BANK, N.A.


 
			
		
	By:	 	 /s/ Donald G. Preston

	Name:	 	 Donald G. Preston

	Title:	 	 Senior Vice President



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	 TEXAS CAPITAL BANK,
N.A.



 
			
		
	 By:
	 	 /s/ Brett Walker

	 Name:
	 	 Brett Walker

	 Title:
	 	 Senior Vice President



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	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. SILICON VALLEY BRANCH


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	VALLEY NATIONAL BANK, a national banking association


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	WOODFOREST NATIONAL BANK, a national banking association


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	FIRST TENNESSEE BANK NATIONAL ASSOCIATION


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	 EASTERN
BANK



 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
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	 RENASANT
BANK



 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	PROVIDENCE BANK, dba PREMIER BANK TEXAS


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	UNITED COMMUNITY BANK


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	AMERICAN MOMENTUM BANK


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
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 Exhibit “A” 

Form of Merger Agreement 











 Exhibit “B” 

Structure Chart 

Project Lightning 

Post-Merger Structure 
  





 
  
  











 Exhibit “C” 

Revised Credit Agreement 

[ATTACH FINAL REDLINE OF CREDIT AGREEMENT AND INCLUDE ALL EXHIBITS AND SCHEDULES FROM EXISTING CREDIT AGREEMENT 











 .Third Amended and Restated Credit
Agreement dated as of April 27, 2018 - Version 1 

First Amendment to Third Amended and Restated Credit Agreement dated as
of January 29, 2019 - Version 2  

Consent and Second Amendment to Third Amended and Restated Credit
Agreement dated as of April 11, 2019 - Version 12 
 THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

DATED AS OF APRIL 27, 2018 

by and among 
 CARTER VALIDUS
OPERATING PARTNERSHIP II, LP, 
 AS BORROWER, 

KEYBANK NATIONAL ASSOCIATION, 

THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT 

AND 
 OTHER LENDERS THAT MAY
BECOME 
 PARTIES TO THIS AGREEMENT, 

KEYBANK NATIONAL ASSOCIATION, 
 AS
AGENT, 
 AND 
 CAPITAL ONE,
NATIONAL ASSOCIATION, COMPASS BANK AND SUNTRUST BANK, 
 AS CO-SYNDICATION AGENTS 

AND 
 KEYBANC CAPITAL MARKETS,
INC., BBVA COMPASS BANCSHARES, INC., 
 CAPITAL ONE, NATIONAL ASSOCIATION, 

AND SUNTRUST ROBINSON HUMPHREY, INC., 

AS JOINT LEAD ARRANGERS 
 AND 

KEYBANC CAPITAL MARKETS, INC., 

AS SOLE BOOK RUNNER 
 AND 

FIFTH THIRD BANK, AND HANCOCK BANK, 

AS CO-DOCUMENTATION AGENTS 











 THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 27th day of
April, 2018 by and among CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (the “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to
this Agreement as “Lenders”, and the other lending institutions that may become parties hereto as “Lenders” pursuant to §18 (together with KeyBank, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent
for the Lenders (the “Agent”), CAPITAL ONE, NATIONAL ASSOCIATION, SUNTRUST BANK and COMPASS BANK, as Co-Syndication Agents (the “Syndication Agents”) and KEYBANC CAPITAL
MARKETS, INC. (“KCM”), BBVA COMPASS BANCSHARES, INC., CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers (collectively, the “Joint
Arrangers”), and KCM as Sole Bookrunner (the “Bookrunner”), and FIFTH THIRD BANK and HANCOCK BANK, as Co-Documentation Agents (collectively, the “Documentation Agents”).

 R E C I T A L S 

WHEREAS, the Borrower, KeyBank, the Agent and the Lenders have entered into that certain Second Amended and Restated Credit Agreement
dated as of December 22, 2015 as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents dated as of September 30, 2016 and that certain Second Amendment to Second
Amended and Restated Credit Agreement dated as of October 6, 2017 (as amended, the “Existing Credit Agreement”); and 

WHEREAS, the parties desire to enter into this Agreement to amend and restate the Existing Credit Agreement in its entirety; 

NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto hereby
amend and restate the Existing Credit Agreement in its entirety and covenant and agree as follows: 
  

	§1.	 DEFINITIONS AND RULES OF INTERPRETATION. 



§1.1    Definitions. 

The following terms shall have the meanings set forth in this §l or elsewhere in the provisions of this Agreement referred to below: 

Acknowledgments. The Acknowledgments executed by a Subsidiary Guarantor in favor of the Agent, acknowledging the pledge of Equity
Interests in such Subsidiary Guarantor to the Agent, such Acknowledgments to be in form and substance satisfactory to the Agent, as the same may be modified, amended or restated. 

Acquisition Closing Costs. The actual deal costs incurred by REIT and its Subsidiaries in connection with acquisitions of Real Estate
determined in accordance with GAAP. Acquisition Closing Costs shall only include those deal costs that are associated with Real Estate that is being actively negotiated for purchase, or have been consummated. 











 Actual Debt Service Coverage Ratio. 

(a)    Prior to the Release of Security Date, the ratio of Adjusted Net Operating Income from the Pool Properties
determined as of the end of the fiscal quarter most recently ended, divided by the actual interest that was paid by Borrower under this Agreement for the prior two fiscal quarters most recently ended annualized. 

(b)    From and after the Release of Security Date, the ratio of Adjusted Net Operating Income from the Pool Properties
determined as of the end of the fiscal quarter most recently ended, divided by the actual interest that was paid by BorrowerREIT and its Subsidiaries with respect to all Consolidated Total Unsecured Debt (including the Loans and Letter of Credit
Liabilities) for the prior two fiscal quarters most recently ended annualized. 
 Additional Commitment Request Notice. See
§2.11(a). 
 Additional Guarantor. Each additional Wholly Owned Subsidiary of Borrower or CVOP I which becomes a Subsidiary Guarantor pursuant to §5.5. 

Adjusted Consolidated EBITDA. On any date of determination, the sum of (a) Consolidated EBITDA for the prior two (2) fiscal
quarters most recently ended annualized, less (b) the amount equal to Capital Reserves for such period. 
 Adjusted Net Operating
Income. On any date of determination with respect to any period, an amount equal to (a) Net Operating Income from the Pool Properties that are included in the calculation of Pool Availability for the prior two (2) fiscal quarters most
recently ended annualized, less (b) the Capital Reserves relating to the Pool Properties that are included in the calculation of Pool Availability for such period. Notwithstanding the foregoing, with respect to any Pool Properties that are
Medical Assets (other than MOBs) that are included in the calculation of Pool Availability, the amount included in the preceding sentence with respect to such Pool Property shall be the lesser of (i) the amount determined with respect to such
Pool Property pursuant to the preceding sentence and (ii) the amount that would result from dividing (A) an amount equal to (X) the trailing twelve (12) month EBITDAR for such Pool Property less (Y) the Capital Reserves
relating to the applicable Pool Property that is included in the calculation of Pool Availability, by (B) 1.30; provided, however, in the event that any such Medical Asset (other than MOBs) is leased to more than one tenant, then such calculation
will use a weighted average based on the total square footage of such Medical Asset. For any Pool Property acquired by Borrower or a Subsidiary Guarantor that has not been owned for two (2) fiscal quarters, Net Operating Income for such Pool
Property shall be the pro forma Net Operating Income for such asset for the first two (2) fiscal quarters of ownership (with the income based upon pro forma rents to be received by Borrower or a Subsidiary Guarantor during the first two fiscal
quarters of ownership), as reasonably approved by Agent; provided that for the second (2nd) quarter of such two (2) fiscal quarter period, the actual Net Operating Income for the first (1st) fiscal quarter shall be used instead of the pro forma
Net Operating Income for such first (1st) quarter. The calculation of Adjusted Net Operating Income shall exclude any property that is no longer a Pool Property. 

Advisor. Carter Validus Advisors II, LLC, a Delaware limited liability company. 

Affected Lender. See §4.14. 

  
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 Affiliate. An Affiliate, as applied to any Person, shall mean any other Person
directly or indirectly controlling, controlled by, or under common control with, that Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by”
and “under common control with”), as applied to any Person, means (a) the possession, directly or indirectly, of the power to vote ten percent (10%) or more of the stock, shares, voting trust certificates, beneficial interest,
partnership interests, member interests or other interests having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of
voting securities or by contract or otherwise, or (b) the ownership of (i) a general partnership interest, (ii) a managing member’s or manager’s interest in a limited liability company or (iii) a limited partnership
interest or preferred stock (or other ownership interest) representing ten percent (10%) or more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person. 

Agent. KeyBank National Association, acting as administrative agent for the Lenders, and its successors and assigns. 

Agent’s Head Office. The Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at
such other location as the Agent may designate from time to time by notice to the Borrower and the Lenders. 

Agent’s Special Counsel. Dentons US LLP or such other counsel as selected by Agent. 

Agreement. This Third Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto. 

Agreement Regarding Fees. See §4.2. 

Applicable Law. Collectively, all applicable international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the
ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: 
  

											
	 Pricing Level
	  	 Ratio
	  	LIBOR Rate
Loans	 	 	Base Rate
Loans	 
	 Pricing Level 1
	  	Less than 35%	  	 	1.75	% 	 	 	0.75	% 
	 Pricing Level 2
	  	Greater than or equal to 35% but less than 40%	  	 	2.00	% 	 	 	1.00	% 
	 Pricing Level 3
	  	Greater than or equal to 40% but less than 45%	  	 	2.15	% 	 	 	1.15	% 
	 Pricing Level 4
	  	Greater than or equal to 45%	  	 	2.25	% 	 	 	1.25	% 


  
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 The initial Applicable Margin shall be at Pricing Level 2. The
Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the
event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin
for Loans shall be at Pricing Level 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the
first (1st) month following receipt of such Compliance Certificate. 
 In the event that the Agent, REIT, or the Borrower determine that
any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the
application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected
financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three
(3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance
with this Agreement. 
 Appraisal. An MAI appraisal of the value of a parcel of Real Estate, determined on an “as-is” value basis, performed by an independent appraiser selected by the Agent who is not an employee of REIT, Borrower or any of their Subsidiaries, the Agent or a Lender, the form and substance of such
appraisal and the identity of the appraiser to be in compliance with the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, the rules and regulations adopted pursuant thereto and all other regulatory laws and policies
(both regulatory and internal) applicable to the Lenders and otherwise acceptable to the Agent. 
 Appraised Value. The “as-is” value of a parcel of Real Estate determined by the most recent Appraisal of such Real Estate, obtained pursuant to §2.12(a)(vi), §5.2, §5.3 or §10.13, or with respect to assets
that are not Pool Properties, obtained pursuant to §7.4(l); subject, however, to such changes or adjustments to the value determined thereby as may be required by the appraisal department of the Agent in its good faith business judgment. 

  
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 Assignment and Acceptance Agreement. See §18.1. 

Assignment of Interests. Collectively, each of the Assignments of Interests executed by the Borrower or a Subsidiary Guarantor in favor
of the Agent, each such agreement to be substantially in the form of the Assignment of Interests delivered by Borrower to the Agent on May 28, 2014. 

Authorized Officer. Any of the following Persons: Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of the
REIT and such other Persons as Borrower shall designate in a written notice to Agent. 
 Balance Sheet Date. December 31, 2017.

 Bankruptcy Code. Title 11, U.S.C.A., as amended from time to time or any successor statute thereto. 

Base Rate. The greatest of (a) the fluctuating annual rate of interest announced from time to time by the Agent at the
Agent’s Head Office as its “prime rate,” (b) one half of one percent (0.5%) above the Federal Funds Effective Rate, or (c) one percent (1.0%). The Base Rate is a reference rate used by the lender acting as Agent in determining
interest rates on certain loans and does not necessarily represent the lowest or best rate being charged to any customer. Any change in the rate of interest payable hereunder resulting from a change in the Base Rate shall become effective as of the
opening of business on the Business Day on which such change in the Base Rate becomes effective, without notice or demand of any kind. 

Base Rate Loans. Collectively, the Revolving Credit Base Rate Loans, the Term Base Rate Loans and the Swing Loans, bearing interest by
reference to the Base Rate. 
 Beneficial Ownership Certification. As to Borrower, a certification regarding beneficial ownership as
required by the Beneficial Ownership Regulation which is otherwise in form and substance satisfactory to the Agent or any Lender requesting the same. 

Beneficial Ownership Regulation. 31 C.F.R. § 1010.230. 

Bookrunner. As defined in the preamble hereto. 

Borrower. As defined in the preamble hereto. 

Breakage Costs. The cost to any Lender of re-employing funds bearing interest at LIBOR
incurred (or reasonably expected to be incurred) in connection with (i) any payment of any portion of the Loans bearing interest at LIBOR prior to the termination of any applicable Interest Period, (ii) the conversion of a LIBOR Rate Loan
to any other applicable interest rate on a date other than the last day of the relevant Interest Period, or (iii) the failure of the Borrower to draw down, on the first day of the applicable Interest Period, any amount as to which the Borrower
has elected a LIBOR Rate Loan. 
 Building. With respect to each Pool Property or other parcel of Real Estate, all of the buildings,
structures and improvements now or hereafter located thereon. 

  
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 Business Day. Any day on which banking institutions located in the same city and
State as the Agent’s Head Office are located are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day. 

Capital Lease Obligations. With respect to any Person, the obligations of such Person to pay rent or other amounts under any
Capitalized Lease. 
 Capital Reserve. For any period, the sum of the Data Center Properties Capital Reserve plus the Medical
Properties Capital Reserve. 
 Capitalized Lease. A lease under which the discounted future rental payment obligations of the lessee
or the obligor are required to be capitalized on the balance sheet of such Person in accordance with GAAP. 
 Cash Equivalents. As
of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from such date, (ii) time deposits and
certificates of deposits having maturities of not more than one year from such date and issued by any domestic commercial bank having, (A) senior long term unsecured debt rated at least BBB+ or the equivalent thereof by S&P or Baa1 or the
equivalent thereof by Moody’s and (B) capital and surplus in excess of $100,000,000.00; (iii) commercial paper or municipal bonds rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120) days from such date, and (iv) shares of any money market mutual fund rated at least AAA or the
equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody’s. 
 CERCLA. The federal Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder. 

Change of Control. A Change of Control shall exist upon the occurrence of any of the following: 

(a)    any Person (including a Person’s Affiliates and associates) or group (as that term is understood under
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder), shall have acquired beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock or voting interests shall have different voting powers) of the voting stock or voting interests of
REIT or the Borrower equal to at least twenty percent (20.0%); 
 (b)    as of any date a majority of the Board of
Directors or Trustees or similar body (the “Board”) of REIT or the Borrower consists of individuals who were not either (i) directors or trustees of REIT or the Borrower as of the corresponding date of the previous year, or
(ii) selected or nominated to become directors or trustees by the Board of REIT or the Borrower of which a majority consisted of individuals described in clause (b)(i) above, or (iii) selected or nominated to become directors or trustees
by the Board of REIT or the Borrower, which majority consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii), above; or 

  
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 (c)    REIT
or, the
 Borrower, CVOP I or NewCo consolidates with, is acquired by, or merges
into or with any Person (other than a merger permitted by §8.4); or 
 (d)    the Borrower shall no longer
be directly or indirectly eighty percent (80%) owned and controlled by REIT; or 
 (e)    the Borrower or CVOP I fails to own, directly or indirectly, free of any lien, encumbrance or other
adverse claim (other than the Lien of the Agent granted pursuant to the Loan Documents), at least one hundred percent (100%) of the economic, voting and beneficial interest of each Subsidiary Guarantor (other than CVOP I and NewCo); or 

(f)    either before or after the Internalization, any of Kay C. Neely, Todd M. Sakow and Michael A. Seton shall cease to
be Chief Financial Officer, Chief Operating Officer, and Chief Executive Officer of REIT, respectively, and a competent and experienced officer shall not be approved by the Required Lenders within ninety (90) days of such event, which approval
the Required Lenders shall not unreasonably withhold, condition or delay; or 
 (g)    before the Internalization,
(i) the Borrower or CVOP I shall no longer be managed and advised by Advisor,
or (ii) the Advisor shall no longer be directly or indirectly majority owned and controlled by the owners of the Advisor as of the date of this Agreement, or (iii) any of Kay C. Neely, Todd M. Sakow and Michael A. Seton shall cease to be
active on a daily basis in the management of the Advisor and a competent and experienced executive shall not be approved by the Required Lenders within ninety (90) days of such event, which approval the Required Lenders shall not unreasonably
withhold, condition or delay; or 

(h)    
the REIT fails to own, directly or indirectly, free of any lien, encumbrance or other adverse claim, (i) at least 100% of the economic, voting and beneficial interest of NewCo and is the sole manager and member of NewCo, or (ii) at least
99.99% of the economic, voting and beneficial interest of CVOP I and control all decisions of CVOP I without approval or consent of any other Person. 

Closing Date. The first date on which all of the conditions set forth in §10 and §11 have been satisfied. 

CMS. The U.S. Centers for Medicare and Medicaid Services. 

Code. The Internal Revenue Code of 1986, as amended, and all regulations and formal guidance issued thereunder having the force of
law. 
 Collateral. All of the property, rights and interests of the
Borrower, CVOP I
and itstheir Subsidiaries which are subject to the security interests, security title and liens created by the Security Documents. 

Collateral Account. A special deposit account established by the Agent pursuant to §12.6 and under its sole dominion and control.

 Commitment. With respect to each Lender, the aggregate of (a) the Revolving Credit Commitment of such Lender, and
(b) the Term Loan Commitment of such Lender, in the 

  
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amount set forth on Schedule 1.1 hereto as the amount of such Lender’s Commitment to make or maintain Loans to the Borrower as the same may be changed from time to time in accordance
with the terms of this Agreement. 
 Commitment Increase. An increase in the Total Revolving Credit Commitment and/or the Total Term
Loan Commitment pursuant to §2.11. 
 Commitment Increase Date. See §2.11(a). 

Commitment Percentage. With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s
percentage of the Total Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if any of the Commitments of the Lenders have been terminated as provided in this Agreement, then the
Commitment Percentage of each Lender shall be determined based on the Commitment Percentage of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. 

Commodity Exchange Act. The Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor
statute. 
 Communications. See §7.4. 

Compliance Certificate. See §7.4(c). 

CON. A certificate of need or similar certificate, license or approval issued by the State Regulator for a Pool Property. 

Condemnation Proceeds. All compensation, awards, damages, judgments and proceeds awarded to the Borrower or a Subsidiary Guarantor by
reason of any Taking, net of all reasonable and customary amounts actually expended to collect the same, including, without limitation, reasonable and customary amounts expended in negotiating, litigating, if appropriate, or investigating the amount
of such compensation, awards, damages, judgments and proceeds. 
 Connection Income Taxes. Other Connection Taxes that are imposed
on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 
 Consolidated. With
reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP. 

Consolidated EBITDA. With respect to any period, an amount equal to the EBITDA of REIT, the Borrower and their respective Subsidiaries
for such period determined on a Consolidated basis plus (without duplication) such Person’s Equity Percentage of EBITDA of its Unconsolidated Affiliates and Subsidiaries of
BorrowerREIT that are not Wholly Owned Subsidiaries for such period. 

  
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 Consolidated Fixed Charges. On any date of determination, the sum of
(a) Consolidated Interest Expense for the period of two (2) fiscal quarters most recently ended annualized (both expensed and capitalized), plus (b) all of the principal due and payable and principal paid with respect to
Indebtedness of REIT, the Borrower and their respective Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full and any voluntary full or partial prepayments prior to stated
maturity thereof, plus (c) all Preferred Distributions paid during such period, plus (d) the principal payment on any Capital Lease
Obligations of REIT and its Subsidiaries. Such Person’s Equity Percentage in
the fixed charges referred to above of its Unconsolidated Affiliates and Subsidiaries of
BorrowerREIT that are not Wholly Owned Subsidiaries shall be included (without duplication) in the determination of Consolidated Fixed Charges. 

Consolidated Interest Expense. On any date of determination, without duplication, (a) total Interest Expense of REIT, the
Borrower and their respective Subsidiaries determined on a Consolidated basis in accordance with GAAP, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates and Subsidiaries of BorrowerREIT that are not Wholly Owned Subsidiaries for such period. 
 Consolidated Total Secured
Debt. As of any date of determination, all Secured Debt of REIT and its Subsidiaries (excluding the Obligations and the Hedge Obligations) determined on a consolidated basis and which shall include (without duplication) such Person’s Equity
Percentage of the Secured Debt of its Unconsolidated Affiliates and Subsidiaries of
BorrowerREIT that are not Wholly Owned Subsidiaries. 
 Consolidated Tangible Net Worth. The amount
by which Gross Asset Value exceeds Consolidated Total Indebtedness. 
 Consolidated Total Indebtedness. As of any date of
determination, all Indebtedness of REIT, the Borrower and their respective Subsidiaries determined on a Consolidated basis and shall include (without duplication), such Person’s Equity Percentage of the Indebtedness of its Unconsolidated
Affiliates and Subsidiaries of
BorrowerREIT that are not Wholly Owned Subsidiaries. 
 Consolidated Total Unsecured Debt. As of any
date of determination, all Unsecured Debt of REIT and its Subsidiaries determined on a consolidated basis and which shall include (without duplication) such Person’s Equity Percentage of the Unsecured Debt of its Unconsolidated Affiliates and
Subsidiaries of BorrowerREIT that are not Wholly Owned Subsidiaries. 
 Contribution Agreement. That certain Third
Amended and Restated Contribution Agreement dated as of even date herewith among the Borrower, the Guarantors and each Additional Guarantor which may hereafter become a party thereto, as the same may be modified, amended or ratified from time to
time. 
 Conversion/Continuation Request. A notice given by the Borrower to the Agent of its election to convert or continue a Loan
in accordance with §4.1. 

  
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CVOP I. Carter/Validus
Operating Partnership, LP, a Delaware limited partnership. 
 Data Center
Asset. Highly specialized, secure single or multi-tenant facilities used in whole or in substantial part for housing a large number of computer servers and the key infrastructure, including generators and heating, ventilation and air
conditioning, or HVAC systems, necessary to power and cool the servers and ancillary office and storage space related thereto. 
 Data
Center Lease. Any Leases of all or any portion of a Data Center Asset. 
 Data Center Properties. Any of the Pool Properties
that is a Data Center Asset. 
 Data Center Properties Capital Reserve. For any period and with respect to any of the Data Center
Properties, an amount equal to $0.25 multiplied by the Net Rentable Area of the Data Center Properties owned at the end of the applicable reporting period. 

Default. See §12.1. 

Default Rate. See §4.11. 

Defaulting Lender. Any Lender that, as reasonably determined by the Agent, (a) has failed to perform any of its funding
obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Loans, within two (2) Business Days of the date required to be funded by it hereunder and such failure is continuing, unless
(i) such failure arises out of a good faith dispute between such Lender and either the Borrower or the Agent, or (ii) such Lender notifies the Agent and the Borrower in writing that such failure is the result of such Lender’s
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) (i) has notified the
Borrower, the Agent or any Lender that it does not intend to comply with its funding obligations hereunder or (ii) has made a public statement to that effect with respect to its funding obligations under other agreements generally in which it
commits to extend credit, unless with respect to this clause (b), such failure is subject to a good faith dispute, (c) has failed, within two (2) Business Days after request by the Agent, to confirm in a manner reasonably satisfactory to
the Agent that it will comply with its funding obligations; provided that, notwithstanding the provisions of §2.13, such Lender shall cease to be a Defaulting Lender upon the Agent’s receipt of confirmation that such Defaulting Lender will
comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, insolvency, reorganization, liquidation, conservatorship, assignment for the
benefit of creditors, moratorium, receivership, rearrangement or similar debtor relief law of the United States or other applicable jurisdictions from time to time in effect, including any law for the appointment of the Federal Deposit Insurance
Corporation or any other state or federal regulatory authority as receiver, conservator, trustee, administrator or any similar capacity, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any
action in furtherance of, 

  
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or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) 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 (including any agency,
instrumentality, regulatory body, central bank or other authority) so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts of the United States or from the enforcement of judgments
or writs of attachment of its assets or permit such Lender (or such governmental authority or instrumentality) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Person. Any determination by the Agent that a
Lender is a Defaulting Lender under any one or more of 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 §2.13(g)) upon delivery of
written notice of such determination to the Borrower and each Lender. 
 Delayed Draw. See §2.2(a). 

Derivatives Contract. Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term “Derivatives
Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement of similar type, including any such obligations or liabilities under any such master agreement. 

Derivatives Termination Value. In respect of any one or more Derivatives Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives
Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include Chatham Financial, the Agent
or any Lender). 
 Designated Person. See §6.31. 

Development Property. Any Real Estate owned or acquired by Borrower or its Subsidiaries and on which (i) such Person is pursuing
construction of one or more buildings for use as a Medical Asset or a Data Center Asset and for which construction is proceeding to completion without undue delay from permit denial, construction delays or otherwise, all pursuant to the ordinary
course of business of Borrower or its Subsidiaries, or (ii) is recently completed 

  
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construction of a Medical Asset or Data Center Asset that remains less than eighty-five percent (85%) leased (based on Net Rentable Area); provided that any Real Estate will no longer be
considered to be a Development Property at the date on which all improvements related to the development of such Development Property have been substantially completed (excluding tenants improvements) for twelve (12) months. 

Directions. See §14.14. 

Distribution. Any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of REIT, the Borrower
or any of their respective Subsidiaries now or hereafter outstanding, except a dividend or distribution (including, without, limitation, dividend reinvestments) payable solely in Equity Interests of identical class to the holders of that class;
(b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of REIT, the Borrower or any of their respective Subsidiaries now or
hereafter outstanding; and (c) payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of REIT, the Borrower or any of their respective Subsidiaries now or
hereafter outstanding. Distributions from any Subsidiary of Borrower or CVOP I to
Borrower, CVOP I or REIT shall be excluded from this definition.

 Dividend Reinvestment Proceeds. All dividends or other distributions, direct or indirect, on account of any Equity
Interest of any Person which any holder(s) of such Equity Interests direct to be used, concurrently with the making of such dividend or distribution, for the purposes of purchasing for the account of such holder(s) additional Equity Interests in
such Person or any of its Subsidiaries. 
 Documentation Agent. Each of Fifth Third Bank, but only in the event Fifth Third Bank is
a Lender, and Hancock Bank, but only in the event Hancock Bank is a Lender. 
 Dollars or $. Dollars in lawful currency of
the United States of America. 
 Domestic Lending Office. Initially, the office of each Lender designated as such on Schedule
1.1 hereto; thereafter, such other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans. 

Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the
Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, is converted in accordance with §4.1. 
 EBITDA.
With respect to REIT and its Subsidiaries for any period (without duplication): (a) Net Income (or Loss) on a Consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such Net
Income (Loss)): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) Acquisition Closing Costs and extraordinary or non-recurring gains and losses
(including, without limitation, gains and losses on the sale of assets) and income and expense allocated to minority owners; and (v) other non-cash items to the extent not actually paid as a cash expense;
plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates and Subsidiaries of
BorrowerREIT that are not 

  
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Wholly Owned Subsidiaries, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated
Affiliates or such Subsidiary of
BorrowerREIT that is not a Wholly Owned Subsidiary plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) Acquisition Closing Costs
and extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets) and income and expense allocated to minority owners; and (v) other non-cash items to the extent not actually paid as a cash expense. 
 EBITDAR. The Tenant
EBITDA of a Medical Asset plus all base rent and additional rent due and payable by such tenants during the applicable period calculated either on an individual Medical Asset or consolidated basis as determined by Agent. 

EEA Financial Institution. (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
subsidiarySubsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

EEA Member Country. Any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

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

 Electronic System. See §7.4. 

 Eligible Real Estate. Real Estate which at all times satisfies the following requirements: 

(i)    which is wholly-owned in fee by a Wholly Owned Subsidiary of Borrower or CVOP I that is a Subsidiary Guarantor (or leased by a Wholly Owned Subsidiary of
Borrower, or CVOP I that is a Subsidiary Guarantor under a Ground Lease
with at least thirty (30) years remaining on its term and otherwise acceptable to the Agent in its sole discretion), and provided that the Release of Security Date has not occurred the Equity Interests in such Subsidiary Guarantor have been
made subject to a first priority, perfected security interest in favor of the Agent pursuant to the Assignment of Interests; 

(ii)    which is located within the contiguous 48 States of the continental United States or the District
of Columbia; 
 (iii)    which is improved by an income-producing Data Center Asset or Medical Asset
(for the avoidance of doubt, Eligible Real Estate shall not include Land Assets, Mortgage Note Receivables or Development Properties); 

  
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 (iv)    which all improvements related to the
development of the Data Center Asset or Medical Asset have been substantially completed (excluding tenant improvements) for twelve (12) months; 

(v)    as to which all of the representations set forth in §6 of this Agreement concerning Pool
Property are true and correct; 
 (vi)    which, if leased to a single tenant, shall have an initial
lease term of at least six (6) years remaining at the time of inclusion of such Real Estate in the Pool, or, if leased to more than one tenant, shall have on a collective basis (using a weighted average based on total square footage of such
Medical Asset or Data Center Asset) an initial lease term of at least six (6) years remaining taking into account all Leases with Major Tenants; 

(vii)    at the time of the inclusion of any Medical Asset in the Pool (other than a MOB), the Operators
of such proposed Pool Property shall on a collective basis (using a weighted average based on total square footage of such Medical Asset) have a ratio of (a) EBITDAR to (b) all base rent and additional rent due and payable by a tenant
under any lease of a building and/or real estate during the previous twelve (12) calendar months, of not less than 1.30 to 1.00 for any other type of Medical Asset (other than a MOB), unless otherwise approved by Agent in its sole discretion;

 (viii)    Reserved; 

(ix)    with respect to any Medical Asset, as to which (A) such proposed Pool Property shall be in
compliance in all material respects with all applicable Healthcare Laws, (B) the Borrower, Subsidiary Guarantor or Operators have all Primary Licenses, Permits and other Governmental Approvals necessary to own and operate such proposed Pool
Property, and (C) the Operators of such proposed Pool Property shall be in material compliance with all requirements necessary for participation in any Medicare or Medicaid or other Third-Party Payor Programs to the extent they participate in
such programs; 
 (x)    as to which the Agent has received and approved all Eligible Real Estate
Qualification Documents, or will receive and approve them prior to inclusion of such Real Estate in the calculation of the Pool Availability; and 

(xi)    no tenant which leases ninety percent (90%) or more of the Net Rentable Area of such Real Estate
(i) is in default of base rent or other material payment obligations under its respective Lease for more than seventy-five (75) days beyond the date upon which such payment obligations were due, or (ii) is subject to any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding; and 

(xii)    as to which, notwithstanding anything to the contrary contained herein, the Agent and, prior to
the Release of Security Date, Agent and the Required Lenders, have approved for inclusion in the calculation of Pool Availability. 

Eligible Real Estate Qualification Documents. See Schedule 5.3 attached hereto. 

  
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 Employee Benefit Plan. Any employee benefit plan within the meaning of §3(3) of
ERISA maintained or contributed to by REIT or any ERISA Affiliate, other than a Multiemployer Plan. 
 Environmental Engineer. Any
firm of independent professional engineers or other scientists generally recognized as expert in the detection, analysis and remediation of Hazardous Substances and related environmental matters and acceptable to the Agent in its reasonable
discretion. 
 Environmental Laws. As defined in the Indemnity Agreement. 

EPA. See §6.20(b). 

Equity Interests. With respect to any Person, (i) any share of capital stock of (or other ownership or profit interests in) such
Person; (ii) any warrant, option or other right for the purchase or other acquisition from such Person of (a) any share of capital stock of (or other ownership or profit interests in) such Person, or (b) 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 whether or not
such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination; and (iii) any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust
interests therein), whether voting or nonvoting. 
 Equity Offering. The issuance and sale after the Closing Date by the REIT,
Borrower or any of itstheir Subsidiaries or REIT of any equity securities of such Person (other than equity
securities issued to Borrower, REIT or any one or more of their Subsidiaries in their respective Subsidiaries). 
 Equity
Percentage. The aggregate ownership percentage of REIT, the Borrower or CVOP I
or their respective Subsidiaries in each Unconsolidated Affiliate or Subsidiary of REIT,
Borrower or CVOP I, as applicable, that is not a Wholly Owned Subsidiary,
which shall be calculated as the greater of (a) the REIT’s, Borrower’s or CVOP I’s, as
applicable, direct or indirect nominal capital ownership interest in the Unconsolidated Affiliate or such Subsidiary, as applicable, as set forth in the Unconsolidated Affiliate’s or such
Subsidiary’s organizational documents, as applicable, and (b) the REIT’s, Borrower’s or CVOP I’s, as applicable, direct or indirect economic ownership
interest in the Unconsolidated Affiliate or Subsidiary of REIT, Borrower or
CVOP I, as applicable, that is not a Wholly Owned Subsidiary, as
applicable, reflecting the REIT’s, Borrower’s or CVOP I’s, as applicable, current allocable share of income and expenses of the Unconsolidated Affiliate or such Subsidiary, as applicable. 

ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time and all regulations and formal
guidelines issued thereunder. 
 ERISA Affiliate. Any Person which is treated as a single employer with REIT or its Subsidiaries
under §414 of the Code or §4001 of ERISA and any predecessor entity of any of them. 

  
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 ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan
within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived or any other event with respect to which Borrower, a Guarantor or an ERISA Affiliate could have liability
under §4062(e) or §4063 of ERISA. 
 EU Bail-In Legislation Schedule. The EU Bail
In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 
 Event of
Default. See §12.1. 
 Excluded FATCA Tax. Any tax, assessment or other government charge imposed on a Lender under FATCA,
to the extent applicable to the transactions contemplated by this Agreement, that would not have been imposed but for a failure by a Lender (or any financial institution through which any payment is made to such Lender) to comply with the
requirements of FATCA. 
 Excluded Hedge Obligation. With respect to any Guarantor, any Hedge 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 Hedge Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as
defined in the Commodity Exchange Act 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 Hedge Obligation. If a Hedge Obligation arises under a
master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedge Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal. 

Excluded Subsidiary. Any Subsidiary of the
Borrower or CVOP I which is prohibited from guaranteeing the Indebtedness of any
other Person pursuant to (i) any document, instrument or agreement evidencing Secured Debt or (ii) a provision of such Subsidiary’s organizational documents, as a condition to the extension of such Secured Debt. 

Excluded Taxes. 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 its Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender
acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.3 or (ii) such Lender changes its lending
office, except in each case to the extent that, pursuant to §4.3, amounts 

  
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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 §4.3(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. 

Existing Credit Agreement. As defined in the Recitals to this Agreement. 

Existing Revolving Credit Commitments. The Revolving Credit Commitments (as defined in the Existing Credit Agreement). 

Existing Term Loan Commitments. The Term Loan Commitments (as defined in the Existing Credit Agreement). 

Existing Revolving Credit Loans. The Revolving Credit Loans (as defined in the Existing Credit Agreement). 

Existing Term Loans. The Term Loans (as defined in the Existing Credit Agreement). 

Extension Request. See §2.12(a)(i). 

FATCA. 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)(1) of the Code. 

Federal Funds Effective Rate. For any day, the rate per annum (rounded upward to the nearest
one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal
funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds
Effective Rate.” 
 Fee Owner. The applicable owner of the fee interest in a Pool Property that is subject to a Ground Lease.

 Foreign Lender. If the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and if the Borrower is not a U.S. Person, a
Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. 

Fronting Exposure. At any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting
Lender’s Revolving Credit Commitment Percentage of the outstanding Letter of Credit Liabilities other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving
Credit Lenders or cash collateral or other credit support acceptable to the Issuing Lender shall have been provided in accordance with the terms hereof and (b) with respect to the Swing Loan Lender, such Defaulting Lender’s Revolving
Credit Commitment Percentage of Swing Loans other than Swing 

  
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Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders, repaid by the Borrower or for which cash collateral or other
credit support acceptable to the Swing Loan Lender shall have been provided in accordance with the terms hereof. 
 Funds from
Operations. With respect to any Person for any period, an amount equal to (a) the Net Income (or Loss) of such Person computed in accordance with GAAP, calculated without regard to (i) gains (or losses) from debt restructuring and
sales of property during such period, and (ii) charges for impairment of real estate, plus (b) depreciation with respect to such Person’s real estate assets and amortization (other than amortization of deferred financing costs) of
such Person for such period, plus (c) Acquisition Closing Costs during such period (which amount shall not exceed fifteen percent (15%) of Funds from Operations for the most recently ended four (4) quarter fiscal period), all after
adjustment for unconsolidated partnerships and joint ventures. Adjustments for Unconsolidated Affiliates and joint ventures will be calculated to reflect funds from operations on the same basis. Funds from Operations shall be reported in accordance
with NAREIT policies. 
 GAAP. Principles that are (a) consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same principles. 

Governmental Authority. Any national, state or local government (whether domestic or foreign), any political subdivision thereof or
any other governmental, quasi governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau, commission, board, department or other entity (including, without limitation, the Federal Deposit Insurance Corporation, the
Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law, and including any supra-national bodies such as the European Union or the European
Central Bank. 
 Gross Asset Value. On a Consolidated basis for REIT and its Subsidiaries, Gross Asset Value shall mean the sum of
(without duplication with respect to any Real Estate): 
 (i)    with respect to Pool Properties, the lowest of
(A) the Property Cost of the Real Estate plus the Acquisition Closing Costs of such Real Estate, or (B) the aggregate Appraised Value of the Real Estate, plus 

(ii)    with respect to any Real Estate which is not a Pool Property, the Property Cost plus the Acquisition Closing
Costs of such Real Estate; provided, however, (1) that any such Real Estate that is either vacant or receives no current rental income will be valued at zero (0) until such time as such Real Estate is leased, the tenant thereunder
commences payment of rent due thereunder and a new appraisal is obtained and approved by Agent and then such Real Estate will be at the Appraised Value, and (2) any such Real Estate that is classified as a “Watch Asset” pursuant to
the quarterly Asset Management Report prepared on behalf of Borrower and the REIT will be reduced by thirty percent (30.0%) until (A) such Real Estate is removed from the “Watch Asset” list, (B) a tenant occupies the Real Estate
and has commenced payment of rent due thereunder and (C) a new Appraisal is obtained and approved by Agent, plus 

  
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 (iii)    the book value determined in accordance with GAAP of all
Development Properties owned by Borrower or any of its Subsidiaries, plus 
 (iv)    the book value determined in
accordance with GAAP of all Land Assets of Borrower and its Subsidiaries, plus 
 (v)    the book value determined in
accordance with GAAP of all Mortgage Note Receivables, plus 
 (vi)    the book value determined in accordance with
GAAP of Permitted Equity Investments which have been approved by Agent in its sole discretion for inclusion in the calculation of Gross Asset Value, plus 

(vii)    the aggregate amount of all Unrestricted Cash and Cash Equivalents of Borrower, CVOP I and
itstheir respective Subsidiaries as of the date of determination. 

Gross Asset Value will be adjusted, as appropriate, for acquisitions, dispositions and other changes to the portfolio during the calendar
quarter most recently ended prior to a date of determination. All income, expense and value associated with assets included in Gross Asset Value disposed of during the calendar quarter period most recently ended prior to a date of determination will
be eliminated from calculations. Additionally, without limiting or affecting any other provision hereof, Gross Asset Value shall not include any income or value associated with Real Estate which is not operated or intended to be operated principally
as a Medical Asset or Data Center Asset. Gross Asset Value will be adjusted to include an amount equal to BorrowerREIT’s or any of its Subsidiaries’ pro rata share (based upon the greater of
such Person’s Equity Percentage in such Unconsolidated Affiliate or Subsidiary of
BorrowerREIT that is not a Wholly Owned Subsidiary or such Person’s pro rata liability for the Indebtedness of such Unconsolidated Affiliate or Subsidiary of
BorrowerREIT that is not a Wholly Owned Subsidiary) of the Gross Asset Value attributable to any of the items listed above in this definition owned by such Unconsolidated Affiliate or Subsidiary of BorrowerREIT that is not a Wholly Owned Subsidiary. 
 Ground Lease. Any ground lease approved by
Agent pursuant to which a Borrower or a Subsidiary Guarantor leases a Pool Property. 
 Guaranteed Pension Plan. Any employee
pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by REIT or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a
Multiemployer Plan. 
 Guarantor. Collectively, REIT, the Subsidiary Guarantors and each Additional Guarantor, and individually any
one of them. 
 Guaranty. The Third Amended and Restated Unconditional Guaranty of Payment and Performance dated as of even date
herewith made by REIT, the Subsidiary Guarantors and each Additional Guarantor in favor of the Agent and the Lenders, as the same may be further modified, amended, restated or ratified, such Guaranty to be in form and substance satisfactory to the
Agent. 

  
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 Hazardous Substances. As defined in the Indemnity Agreement. 

Healthcare Investigations. Any inquiries, investigations, probes, audits, reviews or proceedings concerning the business affairs,
practices, licensing or reimbursement entitlements of Borrower, a Subsidiary Guarantor or any Operator (including, without limitation, inquiries involving the Comprehensive Error Rate Testing and any inquiries, investigations, probes, audit, reviews
or proceedings initiated by any Fiscal Intermediary/Medicare Administrator Contractor, Medicaid Integrity Contractor, Recovery Audit Contractor, Program Safeguard Contractor, Zone Program Integrity Contractor, Medical Fraud Control Unit, Attorney
General, Department of Insurance Office of Inspector General, Department of Justice, the CMS or similar governmental agencies or contractors for such agencies). 

Healthcare Laws. All applicable state and federal statutes, codes, ordinances, orders, rules, regulations, and guidance relating to
patient healthcare and/or patient healthcare information, including, without limitation, HIPAA, the Health Information Technology for Economic Clinical Health Act provisions of the American Recovery and Investment Act of 2009 and the respective
rules and regulations promulgated thereunder, and all other applicable state and federal laws regarding the privacy and security of protected health information and other confidential patient information; the establishment, construction, ownership,
operation, licensure, use or occupancy of the Pool Properties or any part thereof as a healthcare facility, as the case may be, and all conditions of participation pursuant to Medicare and/or Medicaid certification; fraud and abuse, including
without limitation, Public Law No. 111-148 (2010) (Patient Protection and Affordable Care Act, as amended, (commonly referred to as the “PPACA”)), Section 1128B(b) of the Social Security
Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the “Federal Anti-Kickback Statute,” and
Section 1877 of the Social Security Act, as amended, 42 U.S.C. Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as the “Stark Law”, Section 1128A of the Social Security Act, as amended, 42 U.S.C. Section 1320q-7(a) (Civil Monetary Penalties), commonly referred to as the “Civil Monetary Penalties Law”, and 31 U.S.C. Section 3729-33, the “False
Claims Act”. 
 Hedge Obligations. All obligations of Borrower to any Lender Hedge Provider to make any payments under any
agreement with respect to an interest rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest rate risk exposure relating to the Obligations, and any confirming letter executed pursuant to
such hedging agreement, and which shall include, without limitation, 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, all as amended, restated or otherwise modified. Under no circumstances shall any of the Hedge Obligations secured or guaranteed by any Loan Document as to a Guarantor include any obligation that constitutes an Excluded Hedge Obligation
of such Guarantor. Notwithstanding the foregoing, Hedge Obligations shall not be secured by the Collateral or be a liability of the Borrower or Guarantors pursuant to the Loan Documents unless Borrower’s rights under the agreement described in
this definition have been pledged to Agent for the benefit of the Lenders pursuant to §7.23. 
 HIPAA. The Health Insurance
Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time to time, and any successor statute 

  
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thereto, and any and all rules or regulations promulgated from time to time thereunder. Any reference to HIPAA shall also include applicability of the Health Information Technology for Economic
and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and any and all rules or regulations promulgated thereunder. 

HIPAA Compliance Date. See §7.15(b). 

HIPAA Compliance Plan. See §7.15(b). 

HIPAA Compliant. See §7.15(b). 

Implied Debt Service Coverage Amount. 

(a)    At any time determined by Agent prior to the Release of Security Date, an amount equal to the annual principal and
interest payment sufficient to amortize in full over a twenty-five (25) year period a loan amount equal to the aggregate principal balance of all Loans and Letter of Credit Liabilities calculated using a per annum interest rate equal to the
greatest of (i) the then-current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination plus three hundred (300) basis points (3.0%), and (ii) six and one-half percent (6.5%), and (iii) LIBOR for an Interest Period of one (1) month plus the Applicable Margin for the LIBOR Rate Loans as of the end of the most recent calendar quarter. 

(b)    At any time determined by Agent from and after the Release of Security Date, an amount equal to the annual
principal and interest payment sufficient to amortize in full over a twenty-five (25) year period a loan amount equal to the aggregate principal balance of all
Consolidated Total Unsecured Debt (including the Loans and Letter of Credit
Liabilities) calculated using a per annum interest rate equal to the greatest of (i) the then-current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination plus
three hundred (300) basis points (3.0%), and (ii) six and one-half percent (6.5%), and (iii) LIBOR for an Interest Period of one (1) month plus the Applicable Margin for the LIBOR Rate
Loans as of the end of the most recent calendar quarter. 
 (c)    The determination of the Implied Debt Service
Coverage Amount and the components thereof by the Agent shall, so long as the same shall be determined in good faith, be conclusive and binding absent demonstrable error until such time as Borrower delivers the Compliance Certificate as required by
Section 7.4(c). 
 Implied Debt Service Coverage Ratio. The ratio of Adjusted Net Operating Income from the Pool Properties,
divided by the Implied Debt Service Coverage Amount. 
 Increase Notice. See §2.11(a). 

Indebtedness. With respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all
obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than one hundred eighty (180) days past due); (b) all obligations of such Person, whether or not for
money borrowed (i) represented by notes payable, or drafts accepted, in each case representing 

  
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extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention
debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) obligations of such Person as a lessee or obligor
under a Capitalized Lease; (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet
Obligations of such Person; (f) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such
obligation to the extent the obligation can be satisfied solely by the issuance of Equity Interests); (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives
Termination Value thereof; (h) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental
indemnities, violation of “special purpose entity” covenants, and other similar exceptions to recourse liability until a written claim is made with respect thereto, and then shall be included only to the extent of the amount of such
claim), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute “Indebtedness” hereunder, any obligation to supply funds to or in any manner to invest
directly or indirectly in a Person, to maintain working capital or equity capital of a Person or otherwise to maintain net worth, solvency or other financial condition of a Person, to purchase indebtedness, or to assure the owner of indebtedness
against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (i) all
Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or
become liable for the payment of such Indebtedness or other payment obligation; and (j) such Person’s pro rata share of the Indebtedness (based upon its Equity Percentage in such Unconsolidated Affiliates and Subsidiaries of BorrowerREIT that are not Wholly Owned Subsidiaries) of any Unconsolidated Affiliate of such Person and Subsidiaries of BorrowerREIT that are not Wholly Owned Subsidiaries. “Indebtedness” shall be adjusted
to remove any impact of intangibles pursuant to FAS 141, as issued by the Financial Accounting Standards Board in June of 2001. 

Indemnified Taxes. (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any
obligation of the Borrower or any Guarantor under any Loan Document and (b) to the extent not otherwise described in the immediately preceding clause (a), Other Taxes. 

Indemnity Agreement. The Third Amended and Restated Indemnity Agreement Regarding Hazardous Materials made by the Borrower and
Guarantors, in favor of the Agent and the Lenders, dated as of even date herewith as the same may be further modified, amended or ratified, pursuant to which the Borrower and each Guarantor agrees to indemnify the Agent and the Lenders with respect
to Hazardous Substances and Environmental Laws. 

  
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 Information Materials. See §7.4. 

Initial
 Pool Properties. The Initial Pool Properties shall include only those properties listed on Schedule 1.3 (the list
set forth on Schedule 1.3 is as of April 1, 2019). 

Insolvency Event. With respect to a specified Person, (a) the filing of a decree or order for relief by a court having
jurisdiction in respect of such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in
effect for a period of sixty (60) consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for
relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in
furtherance of any of the foregoing. 
 Insolvency Laws. The Bankruptcy Code and all other applicable liquidation, conservatorship,
bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally. 

Initial Pool Properties. The Initial Pool Properties shall include only
those properties listed on Schedule 1.3. 

Insurance Proceeds. All insurance proceeds, damages and claims and the right thereto under any insurance policies relating to any
portion of the Pool Properties, net of all reasonable and customary amounts actually expended to collect the same, including, without limitation, reasonable and customary amounts expended in negotiating, litigating, if appropriate, or investigating
the amount of such insurance, proceeds, damages and claims. 
 Insurer. Any non-individual
Person, other than a Governmental Authority, located in the United States which, in the ordinary course of its business or activities, agrees to pay for healthcare goods and services received by individuals, including, without limitation, a
commercial insurance company, a nonprofit insurance company (such as a Blue Cross/Blue Shield entity), an employer or union who self-insures for employee or member health insurance, an HMO and a PPO. “Insurer” shall include insurance
companies issuing health, personal injury, workmen’s compensation or other types of insurance. 
 Interest Expense. On any date
of determination, with respect to REIT, the Borrower and their respective Subsidiaries, without duplication, an amount equal to interest (whether accrued or paid) actually payable (without duplication) excluding
non-cash interest expense but including capitalized interest (less capitalized interest not paid to third parties) not funded under a construction loan by the BorrowerREIT or any of its Subsidiaries, together with the interest portion of payments on Capitalized Lease Obligations and including and including (without duplication) the Equity Percentage of interest expense actually
payable by the REIT’s Unconsolidated Affiliates and Subsidiaries of
BorrowerREIT that are not Wholly Owned Subsidiaries, on their Indebtedness. 

  
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 Interest Hedge. See §7.22. 

Interest Payment Date. As to each Loan, the first (1st) day of each calendar
month during the term of such Loan. 
 Interest Period. With respect to each LIBOR Rate Loan (a) initially, the period
commencing on the Drawdown Date of such LIBOR Rate Loan and ending one, two, three or, to the extent available from all Lenders, six months thereafter, and (b) thereafter, each period commencing on the day following the last day of the next
preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrower in a Loan Request or Conversion/Continuation Request; provided that all of the foregoing
provisions relating to Interest Periods are subject to the following: 
 (i)    if any Interest Period with respect to
a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar month, in which
case such Interest Period shall end on the next preceding LIBOR Business Day, as determined conclusively by the Agent in accordance with the then current bank practice in London; 

(ii)    if the Borrower shall fail to give notice as provided in §4.1, the Borrower shall be deemed to have
requested a continuation of the affected LIBOR Rate Loan as a Base Rate Loan on the last day of the then current Interest Period with respect thereto; 

(iii)    any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the applicable calendar month; and 

(iv)    no Interest Period relating to any Revolving Credit LIBOR Rate Loan shall extend beyond the Revolving Credit
Maturity Date, and no Interest Period relating to any Term LIBOR Rate Loan shall extend beyond the Term Loan Maturity Date. 
 Interest
Rate Hedge. An interest rate swap or interest cap agreement providing interest rate protection for interest payable at a variable rate. 

Internalization. Any transaction or series of related transactions (including, without limitation, mergers, consolidations, stock or
other ownership interest purchases or modifications of agreements) whereby (1) the Advisor ceases or reduces the level of its services accompanied by an elimination or a commensurate reduction of the amount of the fees payable to the Advisor
under the Advisory Agreement, (2) REIT or any of its Subsidiaries employs persons previously employed by the Advisor and (3) REIT or any of its wholly owned Subsidiaries subsequently is to perform all or some of the duties previously
performed by the Advisor. 

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

Issuing Lender. KeyBank, in its capacity as the Lender issuing the Letters of Credit and any successor thereto. 

Joinder Agreement. The Joinder Agreement with respect to the Guaranty, the Contribution Agreement, and the Indemnity Agreement to be
executed and delivered pursuant to §5.5 by any Additional Guarantor, such Joinder Agreement to be substantially in the form of Exhibit E hereto. From and after the Release of Security Date, the Additional Guarantor will not be required
to join the Indemnity Agreement. 
 Joint Arrangers. As defined in the preamble hereto. 

KCM. As defined in the preamble hereto. 

KeyBank. As defined in the preamble hereto. 

Land Assets. Land to be developed as a Medical Asset or a Data Center Asset with respect to which the commencement of grading,
construction of improvements (other than improvements that are not material and are temporary in nature) or infrastructure has not yet commenced and for which no such work is reasonably scheduled to commence within the following twelve
(12) months. 
 Lease Notice. See §7.13. 

Leases. Leases, licenses and agreements, whether written or oral, relating to the use or occupation of space in any Building or of any
Real Estate. 
 Lease Summaries. Summaries or abstracts of the material terms of the Leases. Such Lease Summaries shall be in form
and substance reasonably satisfactory to the Agent. 

  
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 Lender Hedge Provider. With respect to any Hedge Obligations, any counterparty
thereto that, at the time the applicable hedge agreement was entered into, was a Lender or an Affiliate of a Lender. 
 Lenders.
KeyBank, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to §18 (but not including any participant as described in §18), and collectively, the
Revolving Credit Lenders, the Term Loan Lenders, the Issuing Lender, and the Swing Loan Lender. The Issuing Lender and the Swing Loan Lender shall be a Revolving Credit Lender, as applicable. 

Letter of Credit. Any standby letter of credit issued at the request of the Borrower and for the account of the Borrower in accordance
with §2.10. 
 Letter of Credit Commitment. An amount equal to Thirty Million and No/100 Dollars ($30,000,000.00), as the same
may be changed from time to time in accordance with the terms of this Agreement. 
 Letter of Credit Liabilities. At any time and in
respect of any Letter of Credit, the sum of (a) the maximum undrawn face amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all drawings made under such Letter of Credit which have not been repaid (including
repayment by a Revolving Credit Loan). For purposes of this Agreement, a Revolving Credit Lender (other than the Revolving Credit Lender acting as the Issuing Lender) shall be deemed to hold a Letter of Credit Liability in an amount equal to its
participation interest in the related Letter of Credit under §2.10, and the Revolving Credit Lender acting as the Issuing Lender shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related
Letter of Credit after giving effect to the acquisition by the Revolving Credit Lenders other than the Revolving Credit Lender acting as the Issuing Lender of their participation interests under §2.10. 

Letter of Credit Request. See §2.10(a). 

LIBOR. For any LIBOR Rate Loan for any Interest Period, the London interbank offered rate administered by ICE Benchmark Administration
Limited (or any other Person which takes over the administration of that rate), or a comparable or successor rate which rate is approved by the Agent as shown in Reuters Screen LIBOR 01 Page (or any successor service, or if such Person no longer
reports such rate as determined by Agent, by another commercially available source providing such quotations approved by Agent) at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00
a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such
Interest Period relates, adjusted for reserves and taxes if required by future regulations. If such service or such other Person approved by Agent described above no longer reports such rate or Agent determines in good faith that the rate so
reported no longer accurately reflects the rate available to Agent in the London Interbank Market, Loans shall accrue interest at the Base Rate plus the Applicable Margin for such Loan. For any period during which a Reserve Percentage shall apply,
LIBOR with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. 

  
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Notwithstanding the foregoing, if the rate shown on Reuters Screen LIBOR01 Page (or any successor service designated pursuant to this definition) shall be less than zero, such rate shall be
deemed to be zero for the purposes of this Agreement. 
 LIBOR Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London, England. 
 LIBOR Lending Office. Initially, the office of
each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, that shall be making or maintaining LIBOR Rate Loans. 

LIBOR Rate Loans. Collectively, the Revolving Credit LIBOR Rate Loans and the Term LIBOR Rate Loans, each bearing interest calculated
by reference to LIBOR. 
 Lien. See §8.2. 

Loan Documents. This Agreement, the Notes, the Guaranty, each Letter of Credit Request, the Security Documents, the Subordination of
Management Agreement, the Subordination of Advisory Agreement and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower or any Guarantor in connection with the Loans. 

Loan Request. See §2.7. 

Loan and Loans. An individual loan or the aggregate loans (including a Revolving Credit Loan (or Loans), a Term Loan (or
Loans), and a Swing Loan (or Loans)), as the case may be, in the maximum principal amount of SEVEN HUNDRED MILLION AND NO/100 DOLLARS ($700,000,000.00) (subject to increase in §2.11) to be made by the Lenders hereunder. All Loans shall be made
in Dollars. Amounts drawn under a Letter of Credit shall also be considered Revolving Credit Loans as provided in §2.10(a). 

Majority Revolving Credit Lenders. As of any date, any Revolving Credit Lender or collection of Revolving Credit Lenders whose
aggregate Revolving Credit Commitment Percentage is equal to or greater than fifty percent (50%) of the Total Revolving
Credit Commitment; provided, that (i) at all times when two (2) or more Revolving Credit Lenders are party to this Agreement, the term “Majority Revolving Credit Lenders” shall in no event mean less than two (2) Revolving
Credit Lenders, and (ii) in determining said percentage at any given time, all the existing Revolving Credit Lenders that are Defaulting Lenders will be disregarded and excluded and the Revolving Credit Commitment Percentages of the Revolving
Credit Lenders shall be redetermined for voting purposes only to exclude the Revolving Credit Commitment Percentages of such Defaulting Lenders. 

Majority Term Loan A Lenders. As of any date, Agent and any Term Loan A Lender or collection of Term Loan A Lenders whose aggregate
Term Loan A Commitment Percentage is greater than fifty percent (50%) of the Total Term Loan A Commitment; provided, that (i) at all times when two (2) or more Term Loan A Lenders are party to this Agreement, the term “Majority Term
Loan A Lenders” shall in no event mean less than two (2) Term Loan A Lenders, and (ii) provided that in determining said percentage at any given time, all the existing 

  
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Term Loan A Lenders that are Defaulting Lenders will be disregarded and excluded and the Term Loan A Commitment Percentages of the Term Loan A Lenders shall be redetermined for voting purposes
only to exclude the Term Loan A Commitments of such Defaulting Lenders. 
 Majority Term Loan B Lenders. As of any date, Agent and
any Term Loan B Lender or collection of Term Loan B Lenders whose aggregate Term Loan B Credit Commitment Percentage is greater than fifty percent (50%) of the Total Term Loan B Commitment; provided that (i) at all times when two (2) or
more Term Loan B Lenders are party to this Agreement, the term “Majority Term Loan B Lenders” shall in no event mean less than two (2) Term Loan B Lenders, and (ii) that in determining said percentage at any given time, all the
existing Term Loan B Lenders that are Defaulting Lenders will be disregarded and excluded and the Term Loan B Commitment Percentages of the Term Loan B Lenders shall be redetermined for voting purposes only to exclude the Term Loan B Commitments of
such Defaulting Lenders. 
 Major Tenant. A tenant of the Borrower or any Subsidiary Guarantor which leases space in a Pool Property
pursuant to a Lease which entitles it to occupy forty percent (40%) or more of the Net Rentable Area of such Pool Property. Agent may in its discretion aggregate any and all Leases to Affiliates to determine whether such tenant should be treated as
a Major Tenant. 
 Management Agreements. Agreements to which any Person that owns a Pool Property is a party, whether written or
oral, providing for the management of the Pool Properties or any of them. 
 Material Adverse Effect. A material adverse effect on
(a) the business, properties, assets, condition (financial or otherwise) or results of operations of REIT, the Borrower and their respective Subsidiaries considered as a whole; (b) the ability of REIT, the Borrower or any Subsidiary
Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of Agent in the Collateral; or (d) the
rights or remedies of Agent or the Lenders thereunder. 
 Material Contract. Collectively, (i) each contract (excluding
purchase and sale contracts for Real Estate) to which the
BorrowerREIT or any of its Subsidiaries is a party involving aggregate consideration payable to or by the BorrowerREIT or such Subsidiary in an amount of Three Million and No/100 Dollars ($3,000,000.00)
or more, and (ii) each Management Agreement. 
 Material Subsidiary. Any (a) Subsidiary of the BorrowerREIT that owns Real Estate and is not an Excluded Subsidiary, or (b) Subsidiary of BorrowerREIT which is a guarantor of or is otherwise liable with respect to any other Unsecured
Debt of the REIT, the Borrower or any of their respective Subsidiaries. 
 Medicaid. The medical assistance program
established by Title XIX of the Social Security Act, 42 U.S.C. Sections 1396 et seq., and any statutes succeeding thereto. 
 Medical
Asset. Single or multi-tenant facilities consisting of MOBs, inpatient rehabilitation hospitals, specialty hospitals, long-term acute care hospitals (LTACs), acute care hospitals, ambulatory surgery centers, diagnostic centers, health and
wellness centers, integrated medical facilities, large physician clinics, diagnostic centers, imaging centers and senior housing facilities (memory care facilities, assisted living facilities and independent living facilities) and skilled nursing
facilities. 

  
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 Medical Properties. Any of the Pool Properties that is a Medical Asset. 

Medical Properties Capital Reserve. For any period and with respect to any of the Medical Properties, an amount equal to the sum of
(i) $1,500 per bed for specialty hospitals, long-term acute care hospitals (LTACs) and acute care hospitals, plus (ii) $350 per bed for senior housing facilities (memory care facilities, assisted living facilities and independent living
facilities), plus (iii) $500 per bed for SNFs, plus (iv) $0.50 multiplied by the Net Rentable Areas of MOBs and any other Medical Asset not otherwise described in (i), (ii), or (iii) of this definition of “Medical Properties
Capital Reserve”. 
 Medical Property Lease. Any Leases of all or portion of a Medical Property. 

Medicare. The health insurance program established by Title XVIII of the Social Security Act, 42 U.S.C. Sections 1395 et seq., and any
statutes succeeding thereto. 
 Merger. The consummation of the merger transaction contemplated by that certain Agreement and Plan
of Merger dated April 11, 2019, by and among Borrower, REIT, Carter/Validus Operating Partnership, LP, a Delaware limited partnership, Carter Validus Mission Critical REIT, Inc., a Maryland corporation and NewCo. 

MOB. Medical office building. 

Moody’s. Moody’s Investor Service, Inc. 

Mortgage Note Receivables. Mortgage and notes receivable and other promissory notes, including interest payments thereunder, in favor
of, or payable to, the Borrower or any Subsidiary which are in, or made by, or payable by, any Person (other than the Borrower, CVOP
I or
itstheir respective Subsidiaries) that are secured by (a) a first-lien mortgage loan on a Data Center Asset or Medical Asset or (b) a first-lien pledge of the equity interest in any entity which directly or indirectly
(through the ownership of equity interests in one or more entities) owns an equity interest in an entity that owns a Data Center Asset or a Medical Asset. 

Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by REIT or any
ERISA Affiliate. 
 Net Income (or Loss). With respect to any Person (or any asset of any Person) for any period, the net income (or
loss) of such Person (or attributable to such asset), determined in accordance with GAAP. 
 Net Offering Proceeds. The gross cash
proceeds received by the BorrowerREIT or any of its Subsidiaries or REIT as a result of an Equity Offering less
the customary and reasonable costs, expenses and discounts paid by the
BorrowerREIT or such Subsidiary or REIT in connection therewith. Net Offering Proceeds shall
not include cash proceeds received by a Subsidiary of Borrower or CVOP I as
a result of an investment by a joint venture partner or any Dividend Reinvestment Proceeds. 

  
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 Net Operating Income. For any Real Estate and for a given period, an amount equal to
the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees in occupancy paying rent (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring
fees, charges or amounts including, without limitation, set-up fees and termination fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate
for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate
allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees and non
recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to three percent (3.0%) of the gross revenues from such Real Estate excluding straight line leveling
adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment or other
material obligations under their lease, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or
similar debtor relief proceeding. 
 Net Rentable Area. With respect to any Real Estate, the floor area of any buildings, structures
or other improvements available for leasing to tenants determined in accordance with the Rent Roll for such Real Estate, the manner of such determination to be reasonably consistent for all Real Estate of the same type unless otherwise approved by
the Agent. 
 NewCo. Lightning Merger Sub Carter Validus Mission Critical REIT II, LLC, a Maryland limited liability company
(to be known as Carter Validus Mission Critical REIT II, LLC upon consummation of the Mergersuccessor by name
change to Lightning Merger Sub, LLC). 

Non-Consenting Lender. See §18.8. 

Non-Defaulting Lender. At any time, any Lender that is not a Defaulting Lender at such time.

 Non-Recourse Exclusions. With respect to any
Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse limitations governing such Indebtedness, including, without limitation,
exclusions for claims that (a) are based on fraud, intentional or material misrepresentation, misapplication of funds, gross negligence or willful misconduct, (b) result from intentional mismanagement of or waste at the Real Property
securing such Non-Recourse Indebtedness, (c) arise from the presence of Hazardous Substances on the Real Property securing such Non-Recourse Indebtedness;
(d) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document); or (e) result from the borrowing Subsidiary and/or its assets becoming the
subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding. 

  
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 Non-Recourse Indebtedness. With respect to a
Person, (a) Indebtedness in respect of which recourse for payment (except for Non-Recourse Exclusions until a claim is made with respect thereto, and then such Indebtedness shall not constitute Non-Recourse Indebtedness only to the extent of the amount of such claim) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness or (b) if such Person is a
Single Asset Entity, any Indebtedness of such Person. A loan secured by multiple properties owned by Single Asset Entities shall be considered Non-Recourse Indebtedness of such Single Asset Entities even if
such Indebtedness is cross-defaulted and cross-collateralized with the loans to such other Single Asset Entities. 
 Notes.
Collectively, the Revolving Credit Notes, the Term Loan Notes and the Swing Loan Note. 
 Notice. See §19. 

Obligations. All indebtedness, obligations and liabilities of the Borrower or any Guarantor to any of the Lenders or the Agent,
individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans, the Notes or the Letters of Credit, or other instruments at any time evidencing any of the foregoing, whether existing on the
date of this Agreement or arising or incurred hereafter, or whether arising before or after any bankruptcy or insolvency proceeding, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated,
secured or unsecured, arising by contract, operation of law or otherwise. 
 Occupancy Rate. With respect to any Eligible Real
Estate included in the calculation of the Pool Availability, the ratio, expressed as a percentage, of (a) the Net Rentable Area of such Eligible Real Estate actually occupied by tenants that are (i) conducting business operations therein
(subject to the last sentence of this definition) which are recognized businesses separate and distinct from those of the Borrower, the Guarantors or any of their respective Subsidiaries and (ii) paying rent (or subject to a specified free rent
period provided for under the applicable lease) at rates not materially less than rates generally prevailing at the time the applicable lease was entered into, pursuant to binding leases as to which no monetary default has occurred and has continued
unremedied for thirty (30) or more days to (b) the aggregate Net Rentable Area of such Eligible Real Estate. For purposes of the definition of “Occupancy Rate”, a tenant shall be deemed to actually occupy, and to be conducting
business operations in, Eligible Real Estate (i) notwithstanding a temporary cessation of operations for renovation, repairs or other temporary reason, or for the purpose of completing tenant build-out or
(ii) if it is otherwise scheduled to be open for business within some specified period. For purposes of determining compliance with §9.10, the aggregate Occupancy Rate shall be computed on an aggregated basis for all Pool Properties,
consistent with the provisions for determining the Occupancy Rate for any individual Pool Property as set forth above. 
 OFAC.
Office of Foreign Asset Control of the Department of the Treasury of the United States of America, or any successor thereto carrying out similar functions. 

Off-Balance Sheet Obligations. Liabilities and obligations of REIT or any of its Subsidiaries
or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 

  
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303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act, which REIT would be required to disclose in the “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” section of REIT’s report on Form 10-Q or Form 10-K (or their equivalents) which REIT is required
to file with the SEC or would be required to file if it were subject to the jurisdiction of the SEC (or any Governmental Authority substituted therefor). 

Operator(s). The manager of a Pool Property, the tenant under a Medical Lease, the property sublessee and/or the operator under any
Operators’ Agreement, approved by Agent as required by this Agreement and any successor to such Operator approved by Agent as required by this Agreement. If, with respect to any Pool Property, there exists a property manager, a tenant under a
Medical Lease and a property sublessee, or any combination thereof, then “Operator” shall refer to all such entities, collectively and individually as applicable and as the context may require. 

Operators’ Agreements. Collectively, a property management agreement, Medical Lease and/or other similar agreement
regarding the management and operation of the Pool Properties between Borrower or a Subsidiary Guarantor, on the one hand, and a tenant under a Medical Lease or property manager, on the other hand. 

Other Connection Taxes. 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 solely 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. 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 §4.14 as a result of costs sought to be reimbursed pursuant to §4.3). 

Outstanding. With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination. With respect to
Letters of Credit, the aggregate undrawn face amount of issued Letters of Credit. 
 Participant Register. See §18.4. 

Patriot Act. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, as the same may be amended from time to time, and corresponding provisions of future laws. 
 PBGC. The Pension Benefit
Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities. 

Permits. With respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant,
franchise, variance or permission from, and any other 

  
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contractual obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such
Person or any of its property is subject. 
 Permitted Equity Investments. Investments in the Equity Interests of any Persons that
are not Unconsolidated Affiliates or Wholly Owned Subsidiaries, provided that such Person’s primary business is the ownership, operation and development of Data Center Assets or Medical Assets. 

Permitted Liens. Liens, security interests and other encumbrances permitted by §8.2. 

Person. Any individual, corporation, limited liability company, partnership, trust, unincorporated association, business, or other
legal entity, and any government or any governmental agency or political subdivision thereof. 
 Plan Assets. Assets of any employee
benefit plan subject to Part 4, Subtitle B, Title I of ERISA. 
 Pool. The Initial Pool Properties plus any assets subsequently
added as Pool Properties pursuant to §5.3 of this Agreement and minus any Pool Properties subsequently released pursuant to §5.4 of this Agreement. 

Pool Availability. 

(a)    At all times prior to the Release of Security Date, the Pool Availability shall be the amount which is the lowest
of (i) the maximum principal amount of Loans and Letter of Credit Liabilities that would not exceed fifty-five percent (55.0%) of the Pool Value, and (ii) the maximum principal amount of Loans and Letter of Credit Liabilities that would
not cause the Implied Debt Service Coverage Ratio to be less than 1.45 to 1.00; and 
 (b)    At all times from and
after the Release of Security Date, the Pool Availability shall be the amount which is the lowest of (a) the maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Consolidated Total Unsecured Debt other than the Loans and Letter of Credit
Liabilities, would not cause the Consolidated Total Unsecured Debt to be greater than fifty-five percent (55.0%) of the Pool Value, and (b) the maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Consolidated Total Unsecured Debt other than the Loans and Letter of Credit
Liabilities, would not cause the Implied Debt Service Coverage Ratio to be less than 1.50 to 1.00. 
 Pool Certificate. See
§7.4(c) 
 Pool Property or Pool Properties. At the time of determination, the Eligible Real Estate owned or leased pursuant to
a Ground Lease approved by the Agent, by a Subsidiary Guarantor and which satisfies the provisions of this Agreement to be included in the calculation of Pool Availability and has been included in the calculation of Pool Availability, and provided
that the Release of Security Date has not occurred, all of the Equity Interests in such Subsidiary Guarantor with respect to such Eligible Real Estate have been pledged to the Agent pursuant to the Assignment of Interests. 

  
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 Pool Value. As of the date of determination, without duplication, the lesser of the
following amounts determined individually for each Pool Property: (a) the Appraised Value of such Pool Property, and (b) the sum of the Property Costs and Acquisition Closing Costs of such Pool Property. The aggregate Pool Value for all
Pool Properties shall be the sum of such calculations for all of the Pool Properties; provided, however, in the event that an adverse change occurs with respect to a material tenant(s) (individually or in the aggregate) at a Pool Property (e.g., a
Tenant Reporting Event has occurred and is continuing, an amendment to a lease without Agent’s prior written consent, lease termination, default of base rent or other material payment obligations under its respective Lease for more than
seventy-five (75) days beyond the date upon which such payment obligations were due, assignment or sublease of a material portion of the space without Agent’s prior written consent), then for the purposes of the covenant calculations, at
the Borrower’s election, the Pool Property will immediately after the end of such 75 day period be valued at either (i) zero (0), or (ii) the current Appraised Value as determined by an updated Appraisal acceptable to the Agent.
Additionally, if performance of the Pool Property improves or the adverse change is otherwise cured to Agent’s reasonable satisfaction, then the Borrower will have the right to obtain a new Appraisal acceptable to the Agent. Once the new
Appraisal is accepted by Agent, then the value of the Pool Property shall be updated for purposes of this Agreement. 
 Potential Pool
Property. Any Real Estate of a Wholly Owned Subsidiary of Borrower or CVOP I
which is not at the time included in the Pool and which consists of (i) Eligible Real Estate, or (ii) Real Estate which is capable of becoming Eligible Real Estate through the approval of the Agent and, prior to the Release of Security
Date, Agent and the Required Lenders, and the completion and delivery of Eligible Real Estate Qualification Documents. 

Preferred Distributions. For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due
and payable during such period on Preferred Securities issued by the
BorrowerREIT or any of its Subsidiaries or REIT. Preferred Distributions shall not include
dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or CVOP I or any of
itstheir respective Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full. 

Preferred Securities. With respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over
any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation, or both. 

Primary Licenses. With respect to any Pool Property or Person operating all or a portion of such Pool Property, as the case may be,
the CON, permit or license to operate as a medical office, acute surgery center, long-term care center, hospital or other health care facility, as the case may be, and each Medicaid/Medicare/TRICARE provider agreement, if applicable. 

  
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 Real Estate. All real property, including, without limitation, the Pool Properties,
at the time of determination then owned or leased (as lessee or sublessee) in whole or in part or operated by REIT, the Borrower or any of their respective Subsidiaries, or an Unconsolidated Affiliate of the BorrowerREIT and which is located in the United States of America or the District of Columbia. 

Recipient. The Agent and any Lender. 

Record. The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records,
maintained by the Agent with respect to any Loan referred to in such Note. 
 Recourse Indebtedness. As of any date of
determination, any Indebtedness (whether secured or unsecured) which is recourse to REIT, the Borrower or any of their respective Subsidiaries. Recourse Indebtedness shall not include Non-Recourse
Indebtedness, but shall include any Non-Recourse Exclusions at such time a written claim is made with respect thereto, but only to the extent of such claim. 

Register. See §18.2. 

REIT. Carter Validus Mission Critical REIT II, Inc., a Maryland corporation. 

REIT Status. With respect to a Person, its status as a real estate investment trust as defined in §856(a) of the Code. 

Related Fund. With respect to any Lender which is a fund that invests in loans, any Affiliate of such Lender or any other fund that
invests in loans that is managed by the same investment advisor as such Lender or by an Affiliate of such Lender or such investment advisor. 

Release. Any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or
dumping (other than the storing of materials in reasonable quantities to the extent necessary for the operation of property in the ordinary course of business, and in any event in compliance with all Environmental Laws) of Hazardous Substances. 

Release of Security Conditions. The compliance or satisfaction by Borrower of all of the following requirements as evidenced by a
certificate (including, without limitation, appropriate back-up information) from Borrower to Agent and the Lenders certifying the foregoing: 

(a)    No Default or Event of Default shall then exist; 

(b)     The Gross Asset Value, as most recently reported to Agent in a Compliance Certificate delivered pursuant to this
Agreement, shall not be less than $1,200,000,000.00; 
 (c)    The Pool Value, as most recently reported to Agent in a
Compliance Certificate delivered pursuant to this Agreement, shall not be less than $600,000,000.00; 

  
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 (d)    The maximum principal amount of Loans and Letter of Credit
Liabilities shall not exceed fifty-five percent (55.0%) of the Pool Value; and 
 (e)    The ratio of Consolidated
Total Secured Debt to Gross Asset Value (expressed as a percentage), as most recently reported to Agent in a Compliance Certificate delivered pursuant to this Agreement, shall not exceed forty percent (40.0%). 

Release of Security Date. The date upon which Agent determines that the Release of Security Conditions have been satisfied by
Borrower; provided, however, that in no event will the Release of Security Date occur on or before April 27, 2019. 
 Rent
Roll. A report prepared by the
BorrowerREIT showing for all Real Estate, including, without limitation, each Pool Property, owned or leased by the
Borrower, CVOP I or itsany of their Subsidiaries, its occupancy, lease expiration dates, lease rent and other information in substantially the form presented to Agent prior to the date hereof or in such other form as may be reasonably acceptable to
the Agent provided that for single-tenant properties leased under triple net leases, the applicable lease shall constitute the rent roll for such Real Estate and no separate report shall be required. 

Representative. See §14.16. 

Required Lenders. As of any date, the Lender or Lenders whose aggregate Commitment Percentage is equal to or greater than fifty-one and 0 percent (51.0%) of the Total Commitment; provided, that (i) at
all times when two (2) or more Lenders are party to this Agreement, the term “Required Lenders” shall in no event mean less than two (2) Lenders, and (ii) in determining said percentage at any given time, all then existing
Defaulting Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Defaulting Lenders. 

Reserve Percentage. For any Interest Period, that percentage which is specified three (3) Business Days before the first day of
such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other Governmental Authority with jurisdiction over Agent or any Lender for determining the maximum reserve requirement (including, but not
limited to, any marginal reserve requirement) for Agent or any Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such
Interest Period and with a maturity equal to such Interest Period. 
 Revolving Credit Base Rate Loans. Revolving Credit Loans
bearing interest calculated by reference to the Base Rate. 
 Revolving Credit Commitment. With respect to each Revolving Credit
Lender, the amount set forth on Schedule 1.1 hereto as the amount of such Revolving Credit Lender’s Revolving Credit Commitment to make or maintain Revolving Credit Loans (other than Swing Loans) to the Borrower, to participate in
Letters of Credit for the account of the Borrower, and to participate in Swing Loans to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement. 

  
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 Revolving Credit Commitment Percentage. With respect to each Revolving Credit
Lender, the percentage set forth on Schedule 1.1 hereto as such Revolving Credit Lender’s percentage of the Total Revolving Credit Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement;
provided that if the Revolving Credit Commitments of the Revolving Credit Lenders have been terminated as provided in this Agreement, then the Revolving Credit Commitment Percentage of each Revolving Credit Lender shall be determined based on the
Revolving Credit Commitment Percentage of such Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. 

Revolving Credit Lenders. Collectively, the Lenders which have a Revolving Credit Commitment, the initial Revolving Credit Lenders
being identified on Schedule 1.1 hereto. 
 Revolving Credit LIBOR Rate Loans. Revolving Credit Loans bearing interest
calculated by reference to LIBOR. 
 Revolving Credit Loan or Revolving Credit Loans. An individual Revolving Credit Loan or
the aggregate Revolving Credit Loans, as the case may be, in the maximum principal amount of FOUR HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($450,000,000.00) (subject to increase as provided in §2.11) to be made by the Revolving Credit Lenders
hereunder as more particularly described in §2.1. Without limiting the foregoing, Revolving Credit Loans shall also include Revolving Credit Loans made pursuant to §2.10(f). 

Revolving Credit Maturity Date. April 27, 2022, as such date may be extended as provided in §2.12, or such earlier date on
which the Revolving Credit Loans shall become due and payable pursuant to the terms hereof. 
 Revolving Credit Notes. See
§2.1(b). 
 Sanctions Laws and Regulations. Any applicable sanctions, prohibitions or requirements imposed by any applicable
executive order or by any applicable sanctions program administered by OFAC, the United States Department of State, the Office of the United States Treasury, the United Nations Security Council, the European Union or Her Majesty’s Treasury.

 SEC. The federal Securities and Exchange Commission. 

Secured Debt. With respect to REIT, the Borrower or any of their respective Subsidiaries as of any given date, the aggregate principal
amount of all Indebtedness (including any Non-Recourse Indebtedness) of such Persons on a Consolidated basis outstanding at such date and that is secured in any manner by any Lien. 

Securities Act. The Securities Act of 1933, as amended from time to time, together with all rules and regulations issued thereunder.

 Security Documents. Collectively, the Joinder Agreements, the Assignment of Interests, the Acknowledgments, the Assignment of
Hedge, the Indemnity Agreement, the Guaranty, the UCC-1 financing statements and any further collateral assignments to the Agent for the benefit of the Lenders. 

  
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 Single Asset Entity. A bankruptcy remote, single purpose entity which is a
Subsidiary of the Borrower or CVOP I and which is not a Subsidiary Guarantor which
owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of
Non-Recourse Indebtedness (except for Non-Recourse Exclusions). 

S&P. Standard & Poor’s Ratings Group. 

SNF. Skilled nursing facility. 

Stabilized Property. A completed Data Center Asset or Medical Asset on which all improvements related to the development of such Real
Estate have been substantially completed (excluding tenant/licensee improvements) for twelve (12) months, or which the Net Rentable Area of such Real Estate is at least eighty-five percent (85.0%) leased pursuant to leases approved, or not
requiring approval, pursuant to §7.13. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. 

State. A state of the United States of America and the District of Columbia. 

State Regulator.    See §7.10. 

Subordination of Advisory Agreement. The Third Amended and Restated Subordination of Advisory Fees dated as of even date herewith and
entered into between Borrower, REIT and the Advisor evidencing the subordination of the advisory fees payable by REIT to the Advisor to the Obligations, as the same may be amended, restated, supplemented or otherwise modified in accordance with the
terms hereof. 
 Subordination of Management Agreement. An agreement pursuant to which a manager of a Pool Property subordinates its
rights under a Management Agreement to the Loan Documents, such agreement to be in the form of as the initial Subordination of Management Agreement delivered by the Borrower or a Subsidiary Guarantor on the Closing Date, with such changes thereto as
Agent may reasonably require as a result of state law or practice or type of asset. 
 Subsidiary. For any Person, any corporation,
partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons
performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP. Notwithstanding any ownership interest in the
Borrower or CVOP I, the Borrower and CVOP I shall at all times be considered a Subsidiary of REIT. 

Subsidiary Guarantors. Initially,
CVOP I, NewCo and those Persons described on Schedule 1.2 hereto (which list set forth on Schedule 1.2 is as of April 1, 2019) and each Additional
Guarantor. Upon any Additional Guarantor becoming a Subsidiary Guarantor or upon the release of a Subsidiary Guarantor in accordance with the terms of this Agreement, Agent may unilaterally amend Schedule 1.2. 

  
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 Survey. An instrument survey of each parcel of Pool Property prepared by a
registered land surveyor which shall show the location of all buildings, structures, easements and utility lines on such property, shall be sufficient to remove the standard survey exception from the relevant Title Policy, shall show that all
buildings and structures are within the lot lines of the Pool Property and shall not show any encroachments by others (or to the extent any encroachments are shown, such encroachments shall be acceptable to the Agent in its reasonable discretion),
shall show rights of way, adjoining sites, establish building lines and street lines, the distance to and names of the nearest intersecting streets and such other details as the Agent may reasonably require; and shall show whether or not the Pool
Property is located in a flood hazard district as established by the Federal Emergency Management Agency or any successor agency or is located in any flood plain, flood hazard or wetland protection district established under federal, state or local
law and shall otherwise be in form and substance reasonably satisfactory to the Agent. 
 Surveyor Certification. With respect to
each parcel of Pool Property, a certificate executed by the surveyor who prepared the Survey with respect thereto, dated as of a recent date prior to inclusion of such Pool Property in the Pool and containing such information relating to such parcel
as the Agent or the Title Insurance Company may reasonably require, such certificate to be reasonably satisfactory to the Agent in form and substance. 

Swing Loan. See §2.5(a). 

Swing Loan Commitment. The sum of Thirty Million and No/100 Dollars ($30,000,000.00), as the same may be changed from time to time in
accordance with the terms of this Agreement. 
 Swing Loan Lender. KeyBank, in its capacity as Swing Loan Lender and any successor
thereof. 
 Swing Loan Note. See §2.5(b). 

Syndication Agent. Each of Capital One, National Association, but only in the event that Capital One, National Association is a
Lender, SunTrust Bank, a Georgia state banking corporation, but only in the event that SunTrust Bank is a Lender, and Compass Bank, an Alabama banking corporation, but only in the event that Compass Bank is a Lender. 

Taking. The taking or appropriation (including by deed in lieu of condemnation) of any Pool Property, or any part thereof or interest
therein, whether permanently or temporarily, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation proceeding, or in any other manner or any damage or injury or diminution in value
through condemnation, inverse condemnation or other exercise of the power of eminent domain. 
 Taxes. All present or future taxes,
levies, imposts, duties, deductions, withholdings (including backup 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 EBITDA. For any period for a tenant or Operator, an amount equal to
(a) net income (or loss) of each such person determined in accordance with GAAP, plus (b) the sum of the following to the extent deducted in the calculation of net income: (i) interest expenses; (ii) income taxes;
(iii) depreciation; (iv) amortization and (v) for any senior housing facilities (memory care facilities, assisted living facilities, independent living facilities), and SNFs’ the actual property management expenses of such Medical
Asset, minus (c) for any senior housing facilities (memory care facilities, assisted living facilities, independent living facilities, and SNFs), an amount equal to the greater of (i) actual property management expenses of such
Medical Asset, or (ii) five percent (5.0%) of the gross revenues from such Medical Asset, minus (d) the applicable capital reserve for such type of Medical Asset contemplated by subparts (i)-(iv) within the definition of
“Medical Properties Capital Reserve” in §1.1 of this Agreement. 
 Tenant Reporting Event. With respect to any
Medical Asset that is a Pool Property, any such time as (a) the ratio of (i) EBITDAR to (ii) all base rent and additional rent due and payable by a tenant under its respective Lease during the previous twelve calendar months is less
than 1.00 to 1.00, and (b) such tenant has failed to timely provide to Borrower, CVOP I or itsany
of their respective Subsidiaries, as landlord, any financial reporting information required to be delivered pursuant to the terms and conditions of its Lease. 

Term A Base Rate Loans. The Term Loans A bearing interest by reference to the Base Rate. 

Term A LIBOR Rate Loans. The Term Loans A bearing interest by reference to LIBOR. 

Term B Base Rate Loans. The Term Loans B bearing interest by reference to the Base Rate. 

Term B LIBOR Rate Loans. The Term Loans B bearing interest by reference to LIBOR. 

Term Base Rate Loans. Collectively, the Term A Base Rate Loans and the Term B Base Rate Loans. 

Term LIBOR Rate Loans. Collectively, the Term A LIBOR Rate Loans and the Term B LIBOR Rate Loans. 

Term Loan or Term Loans. Collectively, the Term Loans A and the Term Loans B. 

Term Loan A or Term Loans A. An individual Term Loan or the aggregate Term Loans, as the case may be, made by the Term Loan A Lenders
in the maximum principal amount of TWO HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($250,000,000.0) (subject to increase as provided in §2.11). 

Term Loan A Advance. See §2.2(a). 

  
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 Term Loan A Commitment. As to each Term Loan A Lender, the amount equal to such Term
Loan A Lender’s Term Loan A Commitment Percentage of the aggregate principal amount of the Term Loans A from time to time Outstanding to the Borrower. 

Term Loan A Commitment Period. See §2.2(a). 

Term Loan A Commitment Percentage. With respect to each Term Loan A Lender, the percentage set forth on Schedule 1.1 hereto as
such Term Loan A Lender’s percentage of the aggregate Term Loans A to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement. 

Term Loan A Lenders. Collectively, the Lenders which have a Term Loan A Commitment, the initial Term Loan A Lenders being identified
on Schedule 1.1 hereto. 
 Term Loan A Maturity Date.    April 27, 2023, or such earlier date on which the
Term Loans A shall become due and payable pursuant to the terms hereof. 
 Term Loan A Notes. A promissory note or notes made by the
Borrower in favor of a Term Loan A Lender in the principal face amount equal to such Term Loan A Lender’s Term Loan A Commitment, in substantially the form of Exhibit C-1 hereto. 

Term Loan B or Term Loans B. An individual Term Loan or the aggregate Term Loans, as the case may be, subject to increase as provided
in §2.11) made by the Term Loan B Lenders hereunder. 
 Term Loan B Commitment. As to each Term Loan B Lender, the amount equal
to such Term Loan B Lender’s Term Loan B Commitment Percentage of the aggregate principal amount of the Term Loans B from time to time Outstanding to the Borrower. As of the Closing Date, the Term Loan B Commitment is $00.00 and no Lender is
committed to fund any portion of Term Loan B to Borrower. 
 Term Loan B Commitment Amendment. See §2.11(a). 

Term Loan B Commitment Percentage. With respect to each Term Loan B Lender, the percentage set forth on Schedule 1.1 hereto as such
Term Loan B Lender’s percentage of the aggregate Term Loans B to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement. 

Term Loan B Lenders. Collectively, the Lenders which have a Term Loan B Commitment. 

Term Loan B Maturity Date.    The maturity date selected by Borrower and agreed to by Agent and the Term Loan B
Lenders pursuant to §2.11, or such earlier date on which the Term Loans B shall become due and payable pursuant to the terms hereof; provided, however, in no event will the Term Loan B Maturity Date occur earlier than the Term Loan A Maturity
Date. 

  
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 Term Loan B Notes. A promissory note or notes made by the Borrower in favor of a
Term Loan B Lender in the principal face amount equal to such Term Loan B Lender’s Term Loan B Commitment, in substantially the form of Exhibit C-2 hereto. 

Term Loan Commitment. As to each Term Loan Lender, the amount equal to such Term Loan Lender’s Term Loan Commitment Percentage of
the aggregate principal amount of the Term Loans from time to time Outstanding to the Borrower. 
 Term Loan Commitment Percentage.
With respect to each Term Loan Lender, the percentage set forth on Schedule 1.1 hereto as such Term Loan Lender’s percentage of the aggregate Term Loans to the Borrower, as the same may be changed from time to time in accordance with the
terms of this Agreement. 
 Term Loan Lenders. Collectively, the Term Loan A Lenders and the Term Loan B Lenders. 

Term Loan Notes. Collectively, the Term Loan A Notes and the Term Loan B Notes. 

Term Loan Request. See §2.7(b). 

Third Party Payor Programs. Any participation or provider agreements with any third party payor, including Medicare, Medicaid, TRICARE
and any Insurer, and any other private commercial insurance managed care and employee assistance program, to which Borrower, any Subsidiary Guarantor or any Operator may be subject with respect to any Pool Property. 

Titled Agents. The Syndication Agent, the Joint Arrangers, the Bookrunner and the Documentation Agents. 

Title Insurance Company. First American Title Insurance Company and/or any other title insurance company or companies approved by the
Agent and the Borrower. 
 Title Policy. With respect to each parcel of Pool Property, an ALTA standard form owner’s title
insurance policy (or, if such form is not available, an equivalent, legally promulgated form of owner’s title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may
reasonably require, any such reinsurance to be with direct access endorsements to the extent available under Applicable Law) in an amount approved by the Agent as the Agent may reasonably require based upon the fair market value of the applicable
Pool Property and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances
acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not
insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion. 

Total Commitment. The sum of the Commitments of the Lenders, as in effect from time to time. As April 27, 2018, the Total
Commitment is SEVEN HUNDRED MILLION AND NO/100 DOLLARS ($700,000,000.00). The Total Commitment may increase in accordance with §2.11. 

  
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 Total Revolving Credit Commitment. The sum of the Revolving Credit Commitments of
the Revolving Credit Lenders, as in effect from time to time. As of April 27, 2018, the Total Revolving Credit Commitment is FOUR HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($450,000,000.00). The Total Revolving Credit Commitment may increase in
accordance with §2.11. 
 Total Term Loan Commitment. The sum of the Term Loan Commitments of the Term Loan Lenders, as in
effect from time to time. As of April 27, 2018, the Total Term Loan Commitment is TWO HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($250,000,000.00). The Total Term Loan Commitment may increase in accordance with §2.11. 

TRICARE. The health care program maintained by the United States of America for its uniformed service members, retirees and their
families. 
 Type. As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan. 

Unconsolidated Affiliate. In respect of any Person, any other Person in whom such Person holds an Investment, which Investment is
accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such first Person on the consolidated financial statements of
such first Person if such financial statements were prepared in accordance with the full consolidation method of GAAP as of such date. 

Unrestricted Cash and Cash Equivalents. As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash
and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at fair market value). As used in this definition, “Unrestricted” means the specified asset is readily available for the satisfaction of any and all obligations of
such Person. For the avoidance of doubt, Unrestricted Cash and Cash Equivalents shall not include any tenant security deposits or other restricted deposits. 

Unsecured Debt. Indebtedness of REIT, the Borrower and their respective Subsidiaries outstanding at any time which is not Secured
Debt. 
 Unused Fee (Revolving Credit). See §2.3(a). 

Unused Fee (Term Loan A). See §2.3(b). 

Unused Fee Percentage (Revolving Credit). With respect to any day during a calendar quarter, (i) 0.15% per annum, if the sum of the
Revolving Credit Loans (other than Revolving Credit Loans made by a Defaulting Lender), Letter of Credit Liabilities and Swing Loans outstanding on such day is 50% or more of the Total Revolving Credit Commitment (other than Revolving Credit
Commitments made by a Defaulting Lender), or (ii) 0.25% per annum if the sum of the Revolving Credit Loans (other than Revolving Credit Loans made by a Defaulting Lender), Letter of Credit Liabilities and Swing Loans outstanding on such day is less
than 50% of the Total Revolving Credit Commitment (other than Revolving Credit Commitments made by a Defaulting Lender). 

  
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 U.S. Person. Any Person that is a “United States Person” as defined in
Section 7701(a)(30) of the Code. 
 Wholly Owned Subsidiary. As to the
REIT,
Borrower, or CVOP I, as applicable, any Subsidiary of Borrowersuch Person that is directly or indirectly owned 100% by the
Borrowersuch Person. 
 Withholding Agent. The REIT, the Borrower, any other Guarantor and the Agent, as
applicable. 
 Write Down and Conversion Powers. 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. 

§1.2    Rules of Interpretation. 

(a)    A reference to any document or agreement shall include such document or agreement as amended, modified or
supplemented from time to time in accordance with its terms and the terms of this Agreement. 
 (b)    The singular
includes the plural and the plural includes the singular. 
 (c)    A reference to any law includes any amendment or
modification of such law. 
 (d)    A reference to any Person includes its permitted successors and permitted assigns.

 (e)    Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a
consistent basis by the accounting entity to which they refer. 
 (f) The words “include”, “includes” and
“including” are not limiting. 
 (g) The words “approval” and “approved”, as the context requires, means an
approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. 

(h)    All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in
effect in the State of New York, have the meanings assigned to them therein. 

  
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 (i)    Reference to a particular “§”, refers to that
section of this Agreement unless otherwise indicated. 
 (j)    The words “herein”, “hereof”,
“hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. 

(k)    In the event of any change in GAAP after the date hereof or any other change in accounting procedures pursuant to
§7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of the Borrower or Agent, the Borrower, the Guarantors, the Agent and the Lenders shall
negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of
the Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrower, the
Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such
change had not occurred. 
 (l)    Notwithstanding any other provision contained herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of a BorrowerREIT or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards
Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as
described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. 

(m)    To the extent that any of the representations and warranties contained in this Agreement or any other Loan
Document is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects” contained in Sections §2.12(a)(iv), §2.13(c)(iii), §5.3(e), §10.9 and
§11.2 shall not apply solely with respect to any such representations and warranties. 
 §1.3    Financial
Attributes of Unconsolidated Affiliates and Subsidiaries that are not Wholly-Owned Subsidiaries. 
 Notwithstanding anything contained in this Agreement
to the contrary, when determining the REIT’s or Borrower’s compliance with any financial covenant contained in any of the Loan Documents, only the REIT’s
or, Borrower’s or CVOP I’s Equity Interest of the financial attributes of an Unconsolidated
Affiliate or Subsidiary that is not a Wholly-Owned Subsidiary shall be included. 

  
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 §2.    THE CREDIT FACILITY. 

§2.1    Revolving Credit Loans. 

(a)    Subject to the terms and conditions set forth in this Agreement, each of the Revolving Credit Lenders severally
agrees to lend to the Borrower, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Revolving Credit Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.7, such
sums as are requested by the Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) the sum of such
Revolving Credit Lender’s Revolving Credit Commitment and (ii) such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the sum of (A) the Pool Availability minus (B) the sum of (1) the amount of all
outstanding Revolving Credit Loans, Term Loans and Swing Loans, plus (2) the aggregate amount of Letter of Credit Liabilities, plus (3) commencing upon the occurrence of the Release of Security Date and continuing at all times thereafter,
the outstanding principal amount of the Consolidated Total Unsecured Debt (excluding the Loans and Letter of Credit Liabilities); provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and
provided, further, that the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans and Letter of Credit Liabilities shall not at any time (i) exceed the lesser of
(A) Pool Availability minus the Outstanding Term Loans A and the Outstanding Term Loans B and commencing upon the occurrence of the Release of Security Date and continuing at all times thereafter, the outstanding principal amount of the
Consolidated Total Unsecured Debt (excluding the Loans and Letter of Credit Liabilities), and (B) the Total Revolving Credit Commitment or (ii) cause a violation of the covenant set forth in §9.1. The Revolving Credit Loans shall be
made pro rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of
the conditions required of the Borrower set forth in §10 and §11 have been satisfied on the date of such request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice
from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make Revolving Credit Loans to the Borrower or participate in Letter of Credit Liabilities in the maximum aggregate
principal outstanding balance of more than the principal face amount of its Revolving Credit Note. 
 (b)    The
Revolving Credit Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (collectively, the “Revolving Credit Notes”), dated of even date with this Agreement (except as
otherwise provided in §2.11 or §18.3) and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each Revolving Credit Lender in the principal amount equal to such Revolving Credit Lender’s
Revolving Credit Commitment or, if less, the outstanding amount of all Revolving Credit Loans made by such Revolving Credit Lender, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes Agent to make or cause to be
made, at or about the time of the Drawdown Date of any Revolving Credit Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such


  
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Revolving Credit Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Revolving Credit Loans set forth on Agent’s Record shall be prima facie
evidence of the principal amount thereof owing and unpaid to each Revolving Credit Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the
Borrower hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note when due. There shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or
novation of the indebtedness evidenced by the “Revolving Credit Notes”, as defined in the Existing Credit Agreement, which indebtedness is instead allocated among the Revolving Credit Lenders as of the date hereof, as applicable, in
accordance with their respective Revolving Credit Commitment Percentages. On the Closing Date, the Revolving Credit Lenders shall make adjustments among themselves so that the outstanding Revolving Credit Loans are consistent with their Revolving
Credit Commitment Percentages. 
 §2.2    Commitment to Lend Term Loan A and Term Loan B. 

(a)    Subject to the terms and conditions set forth in this Agreement, each Term Loan A Lender severally agrees, on the
terms and conditions hereinafter set forth, to make advances (each, a “Term Loan A Advance”) to the Borrower from time to time up to a maximum of one (1) advance on the Closing Date (after giving effect to any advances outstanding
under the Existing Credit Agreement) and three (3) times thereafter during the period beginning on the day after the Closing Date and ending on October 24, 2018 (the “Term Loan A Commitment Period”), upon notice by the Borrower
to the Agent given in accordance with §2.7(b), such sums as are requested by the Borrower for the purposes set forth in §2.9, in an amount (i) following the Closing Date of an integral multiple of $10,000,000 (or if the remaining
unadvanced portion of the Term Loan A Commitment is less than $10,000,000, Borrower shall be permitted to make a single draw in the amount of the remaining unadvanced portion of the Term Loan A Commitment in order to fully fund Term Loan A), and
(ii) up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender’s Term Loan A Commitment; provided, however, that all Term Loans A shall be subject to the
satisfaction of the conditions precedent set forth in §11. The Term Loan A Advance on the Closing Date shall not be less than $100,000,000.00. Such additional advances made in accordance with this §2.1(a) after the Closing Date will each
be a “Delayed Draw” and collectively referred to herein as the “Delayed Draws”. Any amount of the Term Loan A Commitment that is not drawn by Borrower on or before the expiration of the Term Loan A Commitment Period will not be
available to be drawn by the Borrower thereafter, and any undrawn portion of the Term Loan A Commitment shall terminate, provided however, that any expiration of the Term Loan A Commitment shall not abrogate Borrower’s right to request a
Commitment Increase as set forth in §2.11 hereunder, which Term Loans A shall be evidenced by the Term Loan A Notes. Any additional Term Loans A made as a result of any increase in the Total Term Loan A Commitments pursuant to §2.11 shall
be made on the applicable Commitment Increase Date and each Lender which elects to increase its Term Loan A Commitment or acquire a Term Loan A Commitment pursuant to §2.11, severally and not jointly, agrees to make a Term Loan A to the
Borrower on such Commitment Increase Date in an amount equal to (a) with respect to any existing Term Loan A Lender, the amount by which such Term Loan A Lender’s Term Loan A Commitment increases on the applicable Commitment


  
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Increase Date and (b) with respect to any new Term Loan A Lender, the amount of such new Lender’s Term Loan A Commitment. Each request for a Term Loan A hereunder shall constitute a
representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in §§10 and 11 have been satisfied on the date of such request. The Agent may assume that the conditions in §§10 and 11
have been satisfied unless it receives prior written notice from a Term Loan A Lender that such conditions have not been satisfied. The Term Loans A shall be evidenced by the Term Loan A Notes dated of even date with this Agreement (except as
otherwise provided in §2.11 or §18.3) and completed with appropriate insertions. One Term Loan A Note shall be payable to the order of each Term Loan A Lender in the principal amount equal to such Term Loan A Lender’s Term Loan A
Commitment or, if less, the outstanding amount of all Term Loan A Loans made by such Term Loan A Lender, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time
of the Drawdown Date of any Term Loan A or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Term Loan A or (as the case may be) the receipt of such payment. The
outstanding amount of the Term Loans A set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan A Lender, but the failure to record, or any error in so recording, any such
amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Term Loan A Note to make payments of principal of or interest on any Term Loan A Note when due. By delivery of this Agreement
and any Term Loan A Note, there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the Indebtedness evidenced by the Existing Credit Agreement or the “Term Loan Notes”
described in the Existing Credit Agreement, which Indebtedness is instead allocated among the Term Loan A Lenders as of the date hereof in accordance with their respective Term Loan A Commitment Percentages, and is evidenced by this Agreement and
any Term Loan A Notes, and the Term Loan A Lenders shall as of the date hereof make such adjustments to the outstanding Term Loans A of such Term Loan A Lenders so that such outstanding Term Loans A are consistent with their respective Term Loan A
Commitment Percentages. 
 (b)    Any Term Loans B made as a result of any increase in the Total Term Loan B
Commitments pursuant to §2.11 shall be made on the applicable Commitment Increase Date and each Lender which elects to increase its Term Loan B Commitment or acquire a Term Loan B Commitment pursuant to §2.11 severally and not jointly
agrees to make a Term Loan B to the Borrower in an amount equal to (a) with respect to any existing Term Loan B Lender, the amount by which such Term Loan B Lender’s Term Loan B Commitment increases on the applicable Commitment Increase
Date and (b) with respect to any new Term Loan B Lender, the amount of such new Lender’s Term Loan B Commitment. Each request for a Term Loan B hereunder shall constitute a representation and warranty by the Borrower that all of the
conditions required of the Borrower set forth in §§10 and 11 have been satisfied on the date of such request. The Agent may assume that the conditions in §§10 and 11 have been satisfied unless it receives prior written notice
from a Term Loan B Lender that such conditions have not been satisfied. The Term Loans B shall be evidenced by the Term Loans B Notes dated as of the making of such Loan (except as otherwise provided in §18.3) and completed with appropriate
insertions. One Term Loan B Note shall be payable to the order of each Term Loan B Lender in the principal amount equal to such Term Loan B Lender’s Term Loan B Commitment or, if less, the outstanding amount of all Term Loan B Loans made by
such Term Loan B Lender, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the 

  
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Drawdown Date of any Term Loan B or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Term Loan B or (as the
case may be) the receipt of such payment. The outstanding amount of the Term Loans B set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan B Lender, but the failure to
record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Term Loan B Note to make payments of principal of or interest on any Term Loan B
Note when due. 
 §2.3    Facility Unused Fees. 

(a)    The Borrower agrees to pay to the Agent for the account of the Revolving Credit Lenders (other than a Defaulting
Lender for such period of time as such Lender is a Defaulting Lender) in accordance with their respective Revolving Credit Commitment Percentages a facility unused fee (the “Unused Fee (Revolving Credit)”) equal to an aggregate
amount computed on a daily basis for such calendar quarter by multiplying the Unused Fee Percentage (Revolving Credit) applicable to such day, calculated as a per diem rate, times the excess of the Total Revolving Credit Commitment (other than
Revolving Credit Commitments made by a Defaulting Lender) over the Outstanding Revolving Credit Loans (other than Revolving Credit Loans made by a Defaulting Lender), Letter of Credit Liabilities and Swing Loans on such day. The Revolving Credit
Unused Fee shall be payable quarterly in arrears on the first (1st) day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, and on any earlier date on which the Revolving Credit Commitments shall be reduced or
shall terminate as provided in §2.4, with a final payment on the Revolving Credit Maturity Date. 

(b)    Beginning on the calendar day that is one hundred twenty-one
(121) calendar days after the Closing Date and ending on the calendar day that is one hundred eighty (180) calendar days after the Closing Date, the Borrower agrees to pay to the Agent for the account of the Term Loan A Lenders (other than
a Defaulting Lender for such period of time as such Lender is a Defaulting Lender) in accordance with their respective Term Loan A Commitment Percentages a facility unused fee (the “Unused Fee (Term Loan A)”) equal to an aggregate
amount computed on a daily basis for such calendar quarter by multiplying 0.25% per annum times the excess of the Total Term Loan A Commitment (other than Term Loan A Commitments made by a Defaulting Lender) over the Outstanding Term Loans A (other
than Term Loans A made by a Defaulting Lender). The Unused Fee (Term Loan A) shall be payable quarterly in arrears on the first (1st) day of each calendar quarter for the immediately preceding calendar quarter or portion thereof. 

§2.4    Reduction and Termination of the Revolving Credit Commitments. 

The Borrower shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Agent to reduce by
$5,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof (provided that in no event shall the Total Revolving Credit Commitment be reduced in such manner to an amount less than fifty percent (50.0%) of the highest Total
Revolving Credit Commitment at any time existing under this Agreement) or to terminate entirely the Revolving Credit Commitments, whereupon the Revolving Credit Commitments of 

  
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the Revolving Credit Lenders shall be reduced pro rata in accordance with their respective Revolving Credit Commitment Percentages of the amount specified in such notice or, as the case may be,
terminated, any such termination or reduction to be without penalty except as otherwise set forth in §4.7; provided, however, that no such termination or reduction shall be permitted if, after giving effect thereto, the sum of
Outstanding Revolving Credit Loans, the Outstanding Swing Loans and the Letter of Credit Liabilities would exceed the Revolving Credit Commitments of the Revolving Credit Lenders as so terminated or reduced. Promptly after receiving any notice from
the Borrower delivered pursuant to this §2.4, the Agent will notify the Revolving Credit Lenders of the substance thereof. The Total Revolving Credit Commitment shall also be reduced as provided in §7.7. Any reduction of the Revolving
Credit Commitments shall also result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000.00) in the maximum amount of Swing Loans and Letters of Credit. Upon the effective date of any such reduction or termination,
the Borrower shall pay to the Agent for the respective accounts of the Revolving Credit Lenders the full amount of any facility fee under §2.3 then accrued on the amount of the reduction. No reduction or termination of the Revolving Credit
Commitments may be reinstated. 
 §2.5    Swing Loan Commitment. 

(a)    Subject to the terms and conditions set forth in this Agreement, Swing Loan Lender agrees to lend to the Borrower
(the “Swing Loans”), and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the date which is five (5) Business Days prior to the Revolving Credit Maturity Date upon notice by the Borrower
to the Swing Loan Lender given in accordance with this §2.5, such sums as are requested by the Borrower for the purposes set forth in §2.9 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loan
Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be continuing; (ii) the outstanding principal amount of the Revolving Credit Loans and Swing Loans (after giving effect to all
amounts requested) plus Letter of Credit Liabilities shall not at any time exceed the Total Revolving Credit Commitment; and (iii) the outstanding principal amount of the Revolving Credit Loans, and Swing Loans (after giving effect to
all amounts requested) plus Letter of Credit Liabilities, shall not at any time exceed the lesser of (a) the Total Revolving Credit Commitment and (b) the sum of (i) the Pool Availability, minus (ii) the sum of the
outstanding principal amount of the Term Loans A and Term Loans B and, commencing on the Release of Security Date and continuing at all times thereafter, the aggregate outstanding principal amount of the Consolidated Total Unsecured Debt (excluding
the Loans and Letter of Credit Liabilities), or cause a violation of the covenant set forth in §9.1. Notwithstanding anything to the contrary contained in this §2.5, the Swing Loan Lender shall not be obligated to make any Swing Loan at a
time when any other Revolving Credit Lender is a Defaulting Lender, unless the Swing Loan Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are
Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall not participate therein, except to the extent the Swing Loan Lender has entered into arrangements with the Borrower or such
Defaulting Lender that are satisfactory to the Swing Loan Lender in its good faith determination to eliminate the Swing Loan Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. Swing
Loans shall constitute “Revolving Credit Loans” for all 

  
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purposes hereunder. The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in §10 and §11 have been
satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in §10 and §11 have been satisfied unless Swing Loan Lender has received written notice from a Revolving Credit Lender that such conditions have
not been satisfied. Each Swing Loan shall be due and payable within three (3) Business Days of the date such Swing Loan was provided and the Borrower hereby agrees (to the extent not repaid as contemplated by §2.5(d) below) to repay each
Swing Loan on or before the date that is three (3) Business Days from the date such Swing Loan was provided. A Swing Loan may not be refinanced with another Swing Loan. 

(b)    The Swing Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of
Exhibit B hereto (the “Swing Loan Note”), dated the date of this Agreement and completed with appropriate insertions. The Swing Loan Note shall be payable to the order of the Swing Loan Lender in the principal face amount equal to
the Swing Loan Commitment and shall be payable as set forth below. The Borrower irrevocably authorizes the Swing Loan Lender to make or cause to be made, at or about the time of the Drawdown Date of any Swing Loan or at the time of receipt of any
payment of principal thereof, an appropriate notation on the Swing Loan Lender’s Record reflecting the making of such Swing Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Swing Loans set forth on the
Swing Loan Lender’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Swing Loan Lender, but the failure to record, or any error in so recording, any such amount on the Swing Loan
Lender’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Swing Loan Note to make payments of principal of or interest on any Swing Loan Note when due. 

(c)    The Borrower shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request executed by an
Authorized Officer no later than 11:00 a.m. (Cleveland time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which shall be in the minimum amount of $1,000,000.00) and providing the wire instructions for the
delivery of the Swing Loan proceeds. The Loan Request shall also contain the statements and certifications required by §2.7(a) and (b). Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to
accept such Swing Loan on the Drawdown Date. Notwithstanding anything herein to the contrary, a Swing Loan shall be a Revolving Credit Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Loans. The
proceeds of the Swing Loan will be disbursed by wire by the Swing Loan Lender to the Borrower no later than 1:00 p.m. (Cleveland time). 

(d)    The Swing Loan Lender shall, within two (2) Business Days after the Drawdown Date with respect to such Swing
Loan, request each Revolving Credit Lender, including the Swing Loan Lender, to make a Revolving Credit Loan pursuant to §2.1 in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of the
Swing Loan outstanding on the date such notice is given. In the event that the Borrower does not notify the Agent in writing otherwise on or before noon (Cleveland Time) on the Business Day of the Drawdown Date with respect to such Swing Loan, Agent
shall notify the Revolving Credit Lenders that such Revolving Credit Loan shall be a Revolving Credit LIBOR Rate Loan with an Interest Period of one (1) month, provided that the making of such Revolving Credit LIBOR Rate Loan will not be in
contravention of any other provision of this Agreement, or if the 

  
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making of a Revolving Credit LIBOR Rate Loan would be in contravention of this Agreement, then such notice shall indicate that such loan shall be a Revolving Credit Base Rate Loan. The Borrower
hereby irrevocably authorizes and directs the Swing Loan Lender to so act on its behalf, and agrees that any amount advanced to the Agent for the benefit of the Swing Loan Lender pursuant to this §2.5(d) shall be considered a Revolving Credit
Loan pursuant to §2.1. Unless any of the events described in paragraph (h), (i) or (j) of §12.1 shall have occurred (in which event the procedures of §2.5(e) shall apply), each Revolving Credit Lender shall make the proceeds of
its Revolving Credit Loan available to the Swing Loan Lender for the account of the Swing Loan Lender at the Agent’s Head Office prior to 12:00 noon (Cleveland time) in funds immediately available no later than the third (3rd) Business Day
after the date such notice is given just as if the Revolving Credit Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the Revolving Credit Notes. The proceeds of such Revolving Credit Loan shall
be immediately applied to repay the Swing Loans. 
 (e)    If for any reason a Swing Loan cannot be refinanced by a
Revolving Credit Loan pursuant to §2.5(d), each Revolving Credit Lender will, on the date such Revolving Credit Loan pursuant to §2.5(d) was to have been made, purchase an undivided participation interest in the Swing Loan in an amount
equal to its Revolving Credit Commitment Percentage of such Swing Loan. Each Revolving Credit Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation and upon receipt thereof the Swing
Loan Lender will deliver to such Revolving Credit Lender a Swing Loan participation certificate dated the date of receipt of such funds and in such amount. 

(f)    Whenever at any time after the Swing Loan Lender has received from any Revolving Credit Lender such Revolving
Credit Lender’s participation interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing Loan Lender will distribute to such Revolving Credit Lender its participation interest in such amount
(appropriately adjusted in the case of interest payments to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received
by the Swing Loan Lender is required to be returned, such Revolving Credit Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender to it. 

(g)    Each Lender’s obligation to fund a Revolving Credit Loan as provided in §2.5(d) or to purchase
participation interests pursuant to §2.5(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such
Revolving Credit Lender or the Borrower may have against the Swing Loan Lender, the Borrower or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the
condition (financial or otherwise) of REIT, the Borrower or any of their respective Subsidiaries; (iv) any breach of this Agreement or any of the other Loan Documents by the Borrower or any Guarantor or any Lender; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any portions of a Swing Loan not so purchased or converted may be treated by the Agent and Swing Loan Lender as against such Revolving Credit Lender as a
Revolving Credit Loan which was not funded by the non-purchasing Lender, thereby making such Revolving Credit Lender a Defaulting Lender. Each Swing Loan, once so sold or converted, shall cease to be a Swing
Loan for the purposes of this Agreement, but shall be a Revolving Credit Loan made by each Revolving Credit Lender under its Revolving Credit Commitment. 

  
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 §2.6    Interest on Loans. 

(a)    Each Revolving Credit Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof
and ending on the date on which such Base Rate Loan is repaid or converted to a LIBOR Rate Loan at the rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Revolving Credit Base Rate Loans. 

(b)    Each Revolving Credit LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof
and ending on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin for Revolving Credit LIBOR Rate Loans. 

(c)    Each Term Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending
on the date on which such Term Base Rate Loan is repaid or is converted to a Term LIBOR Rate Loan at a rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Term Base Rate Loans. 

(d)    Each Term LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending
on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin for Term LIBOR Rate Loans. 

(e)    The Borrower promises to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto.

 (f)    Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §4.1.

 §2.7    Requests for Revolving Credit Loans. 

(a)    Except with respect to the initial Revolving Credit Loan on the Closing Date, the Borrower shall give to the Agent
written notice executed by an Authorized Officer in the form of Exhibit H hereto (or telephonic notice confirmed in writing in the form of Exhibit H hereto) of each Revolving Credit Loan requested hereunder (a “Loan Request”)
by noon (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and two (2) Business Days prior to the proposed Drawdown Date with respect to LIBOR Rate Loans. Each such notice shall
specify with respect to the requested Revolving Credit Loan the proposed principal amount of such Revolving Credit Loan, the Type of Revolving Credit Loan, the initial Interest Period (if applicable) for such Revolving Credit Loan and the Drawdown
Date. Each such notice shall also contain (i) a general statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of §2.9) and (ii) a certification by the


  
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chief executive officer, president, chief financial officer or chief accounting officer of the BorrowerREIT that the Borrower and Guarantors are and will be in compliance with all covenants
under the Loan Documents after giving effect to the making of such Revolving Credit Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Revolving Credit Lenders thereof. Each such Loan Request shall be irrevocable and
binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the Revolving Credit Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrower from seeking recourse against any
Revolving Credit Lender that fails to advance its proportionate share of a requested Revolving Credit Loan as required by this Agreement. Each Loan Request shall be (a) for a Revolving Credit Base Rate Loan in a minimum aggregate amount of
$1,000,000.00 or an integral multiple of $100,000.00 in excess thereof; or (b) for a Revolving Credit LIBOR Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof;
provided, however, that there shall be no more than five (5) Revolving Credit LIBOR Rate Loans outstanding at any one time. 

(b)    The Borrower shall give to the Agent written notice executed by an Authorized Officer in the form of Exhibit
D hereto (or telephonic notice confirmed in writing in the form of Exhibit D hereto) of each Term Loan requested hereunder (a “Term Loan Request”) by 11:00 a.m. (Cleveland time) one (1) Business Day prior to the proposed
Drawdown Date with respect to Base Rate Loans and three (3) Business Days prior to the proposed Drawdown Date with respect to LIBOR Rate Loans. Each such notice shall specify with respect to the requested Term Loan the proposed principal amount
of such Term Loan, the Type of Term Loan, the initial Interest Period (if applicable) for such Term Loan and the Drawdown Date. Each such notice shall also contain a general statement as to the purpose for which such advance shall be used (which
purpose shall be in accordance with the terms of §2.9). Promptly upon receipt of any such notice, the Agent shall notify each of the applicable Term Loan Lenders thereof. Each such Term Loan Request shall be irrevocable and binding on the
Borrower and shall obligate the Borrower to accept the applicable Term Loan requested from the applicable Term Loan Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrower from seeking recourse against any applicable Term
Loan Lender that fails to advance its proportionate share of a requested Term Loan as required by this Agreement. Each Term Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of
$100,000.00 in excess thereof; or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof; provided, however, that there shall be no more than five (5) LIBOR Rate
Loans relating to Term Loans A and Term Loans B, respectively, outstanding at any one time. 

§2.8    Funds for Loans. 

(a)    Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or Term
Loans, each of the Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount
of the requested Loans which may be disbursed pursuant to §2.1 or §2.2. Upon receipt from each such Revolving Credit Lender or Term Loan Lender, as applicable, of such amount, and upon 

  
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receipt of the documents required by §10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower
the aggregate amount of such Revolving Credit Loans or Term Loans made available to the Agent by the Revolving Credit Lenders or Term Loan Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s
Head Office. The failure or refusal of any Revolving Credit Lender or Term Loan Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date, or on the Closing Date or Commitment Increase Date (if applicable) with
respect to any Term Loans, the amount of its Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender or Term Loan Lender from its several obligation hereunder to make available to the Agent the amount of such
other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so
failing or refusing. 
 (b)    Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown
Date of any Revolving Credit Loans, or on the Closing Date, Drawdown Date or Commitment Increase Date (if applicable) with respect to any Term Loans, that such Lender will not make available to Agent such Lender’s Revolving Credit Commitment
Percentage of a proposed Revolving Credit Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such
assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly
notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of
each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such
Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%). 
 §2.9    Use of
Proceeds. 
 The Borrower will use the proceeds of the Loans solely for (a) payment of closing costs in connection with this Agreement,
(b) acquisitions of fee simple ownership of Real Estate or Real Estate subject to a Ground Lease, (c) tenant improvements and leasing commissions with respect to the Real Estate, (d) repayment of Indebtedness, (e) capital
expenditures with respect to the Real Estate, and (f) general corporate and working capital purposes. 

§2.10    Letters of Credit. 

(a)    Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing
Date through the day that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Lender shall issue such Letters of Credit as the Borrower may request upon the delivery of a written request in the form of Exhibit I
hereto (a 

  
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“Letter of Credit Request”) to the Issuing Lender, provided that (i) no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such
Letter of Credit, the Letter of Credit Liabilities shall not exceed the Letter of Credit Commitment, (iii) in no event shall the sum of the outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities
(after giving effect to any requested Letters of Credit) exceed the lesser of (x) the Total Revolving Credit Commitment and (y) the sum of (A) the Pool Availability less (B) the sum of the outstanding principal amount of the Term
Loans A and Term Loans B and commencing on the Release of Security Date and continuing at all times thereafter, the aggregate outstanding principal amount of the Consolidated Total Unsecured Debt (excluding the Loans and Letter of Credit
Liabilities), or cause a violation of the covenant set forth in §9.1. (iv) in no event shall the outstanding principal amount of the Revolving Credit Loans, Swing Loans, Term Loans, and Letter of Credit Liabilities (after giving effect to any
requested Letters of Credit) exceed the lesser of (X) the Total Commitment or (Y) the sum of the Pool Availability or cause a violation of the covenants set forth in §9.1, (v) the conditions set forth in §§10 and 11 shall
have been satisfied, and (vi) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Notwithstanding anything to the contrary contained in this §2.10,
the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Revolving Credit Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein
will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the
extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to
any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §10 and §11 have been satisfied unless it receives written notice from a Revolving Credit Lender that such
conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on
behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing
Lender and the Majority Revolving Credit Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one year after the date of issuance thereof, subject
to extension pursuant to an “evergreen” clause acceptable to Agent and Issuing Lender (but in any event the term shall not extend beyond five (5) Business Days prior to the Revolving Credit Maturity Date). The amount available to be
drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Revolving Credit Commitment as a Revolving
Credit Loan. 
 (b)    Each Letter of Credit Request shall be submitted to the Issuing Lender at least five
(5) Business Days (or such shorter period as the Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall contain (i) a statement as to the purpose
for which such Letter of Credit shall be used (which purpose shall be in accordance with the terms of this Agreement), and (ii) a certification by the chief financial officer or chief accounting officer of the BorrowerREIT that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. The Borrower shall further deliver to the


  
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Issuing Lender such additional applications (which application as of the date hereof is in the form of Exhibit M attached hereto) and documents as the Issuing Lender may require, in
conformity with the then standard practices of its letter of credit department, in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this Agreement shall control. 

(c)    The Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or
before five (5) Business Days following receipt of the documents last due pursuant to §2.10(b). Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuing Lender in its reasonable discretion. 

(d)    Upon the issuance of a Letter of Credit, each Revolving Credit Lender shall be deemed to have purchased a
participation therein from Issuing Lender in an amount equal to its respective Revolving Credit Commitment Percentage of the amount of such Letter of Credit. No Revolving Credit Lender’s obligation to participate in a Letter of Credit shall be
affected by any other Revolving Credit Lender’s failure to perform as required herein with respect to such Letter of Credit or any other Letter of Credit. 

(e)    Upon the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own
account, a Letter of Credit fronting fee calculated at the rate per annum equal to one-eighth of one percent (0.125%) per annum of the face amount of such Letter of Credit (which fee shall not be less than
$1,500 in any event) and an administrative charge of $250, and (ii) for the accounts of the Revolving Credit Lenders that are Non-Defaulting Lenders (including the Issuing Lender) in accordance with their
respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate per annum equal to the then Applicable Margin for LIBOR Rate Loans on the amount available to be drawn under such Letter of Credit.
Such fees shall be payable in quarterly installments in arrears with respect to each Letter of Credit on the first day of each calendar quarter following the date of issuance and continuing on each quarter or portion thereof thereafter, as
applicable, or on any earlier date on which the Revolving Credit Commitments shall terminate and on the expiration or return of any Letter of Credit. In addition, the Borrower shall pay to Issuing Lender for its own account within five (5) days
of demand of Issuing Lender the standard issuance, documentation and service charges for Letters of Credit issued from time to time by Issuing Lender. 

(f)    In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Borrower shall
reimburse the Issuing Lender by having such amount drawn treated as an outstanding Revolving Credit Base Rate Loan under this Agreement (the Borrower being deemed to have requested a Revolving Credit Base Rate Loan on such date in an amount equal to
the amount of such drawing and such amount drawn shall be treated as an outstanding Revolving Credit Base Rate Loan under this Agreement) and the Agent shall promptly notify each Revolving Credit Lender by telecopy, email, telephone (confirmed in
writing) or other similar means of transmission, and each Revolving Credit Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount equal to such Revolving Credit Lender’s Revolving Credit
Commitment Percentage of such Letter of Credit (to the extent of the amount drawn). The Borrower further hereby irrevocably authorizes and directs Agent to notify the Revolving Credit Lenders of the Borrower’s intent to convert such Revolving
Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan with an Interest Period of one (1) month on the 

  
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third (3rd) Business Day following the funding by the Revolving Credit Lenders of their advance under this §2.10(f), provided that the
making of such Revolving Credit LIBOR Rate Loan shall not be a contravention of any provision of this Agreement. If and to the extent any Revolving Credit Lender shall not make such amount available on the Business Day on which such draw is funded,
such Revolving Credit Lender agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the
Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1.0%) for each day thereafter. Further, such Revolving Credit Lender shall
be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the
amount of any drawn Letter of Credit which such Revolving Credit Lender was required to fund pursuant to this §2.10(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure or refusal,
the Revolving Credit Lenders not so failing or refusing shall be entitled to a priority secured position for such amounts as provided in §12.5. The failure of any Revolving Credit Lender to make funds available to the Agent in such amount shall
not relieve any other Revolving Credit Lender of its obligation hereunder to make funds available to the Agent pursuant to this §2.10(f). 

(g)    If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender, but prior to the
funding of any portion thereof by a Revolving Credit Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a Revolving Credit Loan, each Revolving Credit Lender will, on the date such Revolving Credit Loan pursuant to
§2.10(f) was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Revolving Credit Commitment Percentage of the amount of such Letter of Credit. Each Revolving Credit Lender will
immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Revolving Credit Lender a Letter of Credit participation certificate dated the
date of receipt of such funds and in such amount. 
 (h)    Whenever at any time after the Issuing Lender has received
from any Revolving Credit Lender any such Revolving Credit Lender’s payment of funds under a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing Lender will distribute to such Revolving
Credit Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Revolving Credit Lender’s participation interest was outstanding and funded);
provided, however, that in the event that such payment received by the Issuing Lender is required to be returned, such Revolving Credit Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing
Lender to it. 
 (i)    The issuance of any supplement, modification, amendment, renewal or extension to or of any
Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit. 
 (j)    The
Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof. Neither Agent, Issuing Lender nor any Lender will be 

  
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responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the issuance of
any Letter of Credit, even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument
transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of any
beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable,
telecopy, email or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a disbursement under a
Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the
control of Agent or any Revolving Credit Lender. None of the foregoing will affect, impair or prevent the vesting of any of the rights or powers granted to Agent, Issuing Lender or the Revolving Credit Lenders hereunder. In furtherance and extension
and not in limitation or derogation of any of the foregoing, any act taken or omitted to be taken by Agent, Issuing Lender or the other Revolving Credit Lenders in good faith will be binding on the Borrower and will not put Agent, Issuing Lender or
the other Revolving Credit Lenders under any resulting liability to the Borrower; provided nothing contained herein shall relieve Issuing Lender for liability to the Borrower arising as a result of the gross negligence or willful misconduct
of Issuing Lender as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods. 

§2.11    Increase in Total Commitment. 

(a)    Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions
set forth in this §2.11, the Borrower shall have the option at any time and from time to time before the date that is one (1) year prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date (as each may be extended pursuant
to §2.12 below), as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested
increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00 and increments of $1,000,000.00 in excess thereof, and the Total Commitment shall not exceed $1,000,000,000.00.
Upon receipt of any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as
applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send
a notice to all Revolving Credit Lenders or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment or the Total Term
Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender 

  
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or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written
commitment letter specifying the amount of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If
the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM,
shall determine in their sole discretion. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase or the Term Loan
Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable
to Agent, KCM, and the Borrower) to become a Revolving Credit Lender or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit
Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender or Term Loan Lender, as
applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase or Term Loan Commitment Increase,
as applicable, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment or Term Loan Commitment. 

(b)    In the event of the initial increase of the Term Loan B Commitment, the Borrower, the Agent and the Lenders
providing such initial Term Loan B Commitment shall enter into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan B Commitment (the “Term Loan B Commitment Amendment”), and all Lenders not providing
the initial Term Loan B Commitments hereby consent to such limited scope amendment without future consent rights with respect to such Term Loan B Commitment Amendment, provided that any such amendment regarding the Term Loan B shall provide that:
(A) the final maturity date of the Term Loan B Commitment shall be no earlier than the Revolving Credit Maturity Date, (B) there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan B Commitment
(which shall not restrict any mandatory prepayments required under §3.2 below), (C) the Term Loan B will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the Borrower and Guarantors
with respect to the existing Revolving Credit Loans, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to such Term Loan B shall be determined by the Borrower and such Term Loan B Lenders, and
(E) the Term Loan B Lenders may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans and Term Loans A. 

(c)    On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans, as
applicable, shall be reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans, as applicable,
owed to each Revolving Credit Lender or Term Loan Lender, as applicable, shall be 

  
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equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable (as in effect after the applicable Commitment Increase Date) of the
outstanding principal amount of all Revolving Credit Loans or Term Loans, as applicable. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date,
those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving
Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving
Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. 

(d)    Upon the effective date of each increase in the Total Revolving Credit Commitment or Total Term Loan Commitment
pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent
new Revolving Credit Notes or Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term Loan
Lender’s Term Loan Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced
thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not
constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection therewith, the Borrower shall deliver
an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof, in form and substance substantially
similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower. 

(e)    Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit
Lenders to increase the Total Revolving Credit Commitment, or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following
conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable: 

(i)    Payment of Activation Fee. The Borrower shall pay (A) to the Agent and KCM those fees
described in and contemplated by the Agreement Regarding Fees with respect to the applicable Commitment Increase, and (B) to KCM such facility fees as the Revolving Credit Lenders or Term Loan Lenders who are providing an additional Revolving
Credit Commitment or Term Loan Commitment, as applicable, may require to increase the aggregate Revolving Credit Commitment or Term Loan Commitment, which fees shall, when 

  
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paid, be fully earned and non-refundable under any circumstances. KCM shall pay to the Lenders acquiring the applicable Commitment Increase certain fees
pursuant to their separate agreement; and 
 (ii)    No Default. On the date any Increase Notice
is given and on the date such increase becomes effective, both immediately before and after the Total Revolving Credit Commitment or Total Term Loan Commitment is increased, there shall exist no Default or Event of Default; and 

(iii)    Representations True. The representations and warranties made by the Borrower and
Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower or the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and
correct in all material respects on the date of such Increase Notice and on the date the Total Revolving Credit Commitment or Term Loan Commitment is increased, both immediately before and after the Total Revolving Credit Commitment or Total Term
Loan Commitment is increased; and 
 (iv)    Additional Documents and Expenses. The Borrower and
the Guarantors shall execute and deliver to Agent and the Lenders such additional documents (including, without limitation, amendments to the Security Documents), instruments, certifications and opinions as the Agent may reasonably require in its
sole and absolute discretion (including, without limitation, in the case of the Borrower, a Compliance Certificate and Pool Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents
after giving effect to the increase) and the Borrower shall pay the cost of any title commitment or report or update thereto or any updated UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage
taxes, assessments or charges or any similar fees, taxes or expenses which are required to be paid in connection with such increase; 

(v)    Other. The Borrower shall satisfy such other conditions to such increase as Agent may
require in its reasonable discretion; and 
 (vi)    Beneficial Ownership Certification. If
requested by the Agent or any Lender, Borrower shall have delivered, at least five (5) Business Days prior to the Commitment Increase Date, to the Agent (and any such Lender) a completed and executed Beneficial Ownership Certification. 

§2.12    Extension of Revolving Credit Maturity Date.  

(a)    Borrower shall have (x) the one-time right and option to extend the
Revolving Credit Maturity Date to April 27, 2023, upon satisfaction of the following conditions precedent, which must be satisfied prior to the effectiveness of any extension of the Revolving Credit Maturity Date: 

(i)    Extension Request. The Borrower shall deliver written notice of such request (the
“Extension Request”) to the Agent not earlier than the date which is one hundred twenty (120) days and not later than the date which is sixty (60) days prior to the Revolving Credit Maturity Date (as determined without regard to
such extension). Any such Extension Request shall be irrevocable and binding on the Borrower. 

  
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 (ii)    Payment of Extension Fee. The Borrower
shall pay to the Agent for the pro rata accounts of the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments, an extension fee in an amount equal to twenty (20) basis points on the Total Revolving Credit
Commitment in effect on the Revolving Credit Maturity Date (as determined without regard to such extension), which fee shall, when paid, be fully earned and non-refundable under any circumstances. 

(iii)    No Default. On the date the Extension Request is given and on the Revolving Credit
Maturity Date (as determined without regard to such extension) there shall exist no Default or Event of Default. 

(iv)    Representations and Warranties. The representations and warranties made by the Borrower and
the Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower and the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true
and correct in all material respects on the date the Extension Request is given and on the Revolving Credit Maturity Date (as determined without regard to such extension). 

(v)    Pro Forma Covenant Compliance. Borrower shall have delivered to Agent evidence reasonably
satisfactory to Agent that Borrower will be in pro forma compliance with the covenants set forth in §9 immediately after giving effect to the extension. 

(vi)    Additional Documents and Expenses. The Borrower and the Guarantors shall execute and
deliver to Agent and Lenders such additional opinions, consents and affirmations and other documents (including, without limitation, amendments to the Security Documents) as the Agent may reasonably require, and the Borrower shall pay the cost of
any title searches, endorsement or update thereto or any update of UCC searches, recordings costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which
are required to be paid in connection with such extension. 
 (vii)    Beneficial Ownership
Certification. If requested by the Agent or any Lender, Borrower shall have delivered, at least five (5) Business Days prior to the Revolving Credit Maturity Date (as determined without regard to such extension), to the Agent (and any such
Lender) a completed and executed Beneficial Ownership Certification. 
 Such extension of the Revolving Credit Maturity Date shall be
effective upon the later of (i) the date such notice is given and (ii) the date the extension fee is paid; provided, that Borrower also certifies to Agent in writing that the conditions in §2.12(a)(i)-(vi) have also been satisfied.
Agent shall promptly notify Borrower in writing when the extension is effective (provided no such acknowledgment shall constitute a waiver of any misrepresentation or other Default or Event of Default). 

  
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 §2.13    Defaulting Lenders. 

(a)    If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be
available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any
right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Revolving Credit Lenders, the Majority Term Loan A Lenders, the Majority Term Loan B Lenders,
the Required Lenders, all of the Lenders or affected Lenders, shall, except as provided in §27, be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the
Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or
otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds
Effective Rate plus one percent (1.0%), (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan
Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting
Lender’s Loans shall be applied as set forth in §2.13(d). 
 (b)    Any
Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire all or a portion of a Defaulting Lender’s Commitments. Any Lender desiring to exercise such right shall give
written notice thereof to the Agent and the Borrower no sooner than two (2) Business Days and not later than five (5) Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each
such Lender shall have the right to acquire an amount of such Defaulting Lender’s Commitments in proportion to the Commitments of the other Lenders exercising such right. If after such 5th Business Day, the Lenders have not elected to purchase
all of the Commitments of such Defaulting Lender, then the Borrower (so long as no Default or Event of Default exists) or the Required Lenders may, by giving written notice thereof to the Agent, such Defaulting Lender and the other Lenders, demand
that such Defaulting Lender assign its Commitments to an eligible assignee subject to and in accordance with the provisions of §18.1 for the purchase price provided for below. No party hereto shall have any obligation whatsoever to initiate any
such replacement or to assist in finding an eligible assignee. Upon any such purchase or assignment, and any such demand with respect to which the conditions specified in §18.1 have been satisfied, the Defaulting Lender’s interest in the
Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase,
and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Acceptance Agreement. The purchase price for
the Commitments of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender 

  
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plus any accrued but unpaid interest thereon and accrued but unpaid fees. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any
amounts retained by the Agent pursuant to §2.13(d). 
 (c)    During any period in which there is a Defaulting
Lender, all or any part of such Defaulting Lender’s obligation to acquire, refinance or fund participations in Letters of Credit pursuant to §2.10(g) or Swing Loans pursuant to §2.5(e) shall be reallocated among the Revolving Credit
Lenders that are Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (computed without giving effect to the Revolving Credit Commitment of such Defaulting
Lender); provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists, (ii) the conditions set forth in
§10 and §11 are satisfied at the time of such reallocation (and, unless the Borrower shall have notified the Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at the
time), (iii) the representations and warranties in the Loan Documents shall be true and correct in all material respects on and as of the date of such reallocation with the same effect as though made on and as of such date, and (iv) the
aggregate obligation of each Revolving Credit Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Loans shall not exceed the positive difference,
if any, of (A) the Revolving Credit Commitment of that Non-Defaulting Lender minus (B) the sum of (1) the aggregate outstanding principal amount of the Revolving Credit Loans of that Lender plus
(2) such Lender’s pro rata portion in accordance with its Revolving Credit Commitment Percentage of outstanding Letter of Credit Liabilities and Swing Loans. Subject to §34, no reallocation hereunder shall constitute a waiver or
release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

(d)    Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent for the account of such Defaulting Lender pursuant to §13), shall be applied at such time or times as may be determined by
the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent (other than with respect to Letter of Credit Liabilities) hereunder; second, to the payment of any amounts owing by such Defaulting Lender to the
Issuing Lender (with respect to Letter of Credit Liabilities) and/or the Swing Loan Lender hereunder; third, if so determined by the Agent or requested by the Issuing Lender or the Swing Loan Lender, to be held as cash collateral for future funding
obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the Agent and the Borrower, to be held in a non-interest bearing deposit
account and released pro rata in order to (x) satisfy obligations of such Defaulting Lender to fund Loans or participations under this Agreement and (y) be held as cash collateral for future funding obligations of such Defaulting Lender of
any participation in any Letter of Credit or Swing Loan; sixth, to the payment of any amounts owing to the Agent or the Lenders (including the Issuing Lender and the Swing Loan Lender) as a result of any judgment of a court of competent jurisdiction
obtained by the Agent or any Lender (including the Issuing Lender and the Swing Loan Lender) 

  
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against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the
payment of any amounts owing to the 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 (i) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit or
Swing Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and (ii) such Loans or funded participations in Letters of Credit or Swing Loans were made at a time when the conditions set forth in §10 and
§11, to the extent required by this Agreement, were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or Swing Loans owed to, all
Non-Defaulting Lenders on a pro rata basis until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing Loans are held by the Lenders pro rata in accordance with their
Revolving Credit Commitment Percentages and Term Loan Commitment Percentages, as applicable, without regard to §2.13(c), prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swing Loans owed
to, such Defaulting Lender. 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 §2.13(d) shall be
deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto, and to the extent allocated to the repayment of principal of the Loan, shall not be considered outstanding principal under this Agreement. 

(e) Within five (5) Business Days of demand by the Issuing Lender or Swing Loan Lender from time to time, the Borrower shall deliver to
the Agent for the benefit of the Issuing Lender and the Swing Loan Lender cash collateral in an amount sufficient to cover all Fronting Exposure with respect to the Issuing Lender and Swing Loan Lender (after giving effect to §2.5(a),
§2.10(a) and §2.13(c)) on terms satisfactory to the Issuing Lender and/or Swing Loan Lender in its good faith determination (and such cash collateral shall be in Dollars). Any such cash collateral shall be deposited in the Collateral
Account as collateral (solely for the benefit of the Issuing Lender and/or the Swing Loan Lender) for the payment and performance of each Defaulting Lender’s pro rata portion in accordance with their respective Revolving Credit Commitment
Percentages of outstanding Letter of Credit Liabilities and Swing Loans. Moneys in the Collateral Account deposited pursuant to this section shall be applied by the Agent to reimburse the Issuing Lender and/or the Swing Loan Lender immediately for
each Defaulting Lender’s pro rata portion in accordance with their respective Revolving Credit Commitment Percentages of any funding obligation with respect to a Letter of Credit or Swing Loan which has not otherwise been reimbursed by the
Borrower or such Defaulting Lender. 
 (f)    (i)    Each Revolving Credit Lender that is a
Defaulting Lender shall not be entitled to receive any Unused Fee (Revolving Credit) pursuant to §2.3(a) for any period during which that Revolving Credit Lender is a Defaulting Lender. 

(ii)    Each Term Loan A Lender that is a Defaulting Lender shall not be entitled to receive any Unused
Fee (Term Loan A) pursuant to §2.3(b) for any period during which that Term Loan A Lender is a Defaulting Lender 

  
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 (iii)    Each Revolving Credit Lender that is a
Defaulting Lender shall not be entitled to receive Letter of Credit fees pursuant to §2.10(e) for any period during which that Revolving Credit Lender is a Defaulting Lender. 

(iv)    With respect to any Unused Fee (Revolving Credit), Unused Fee (Term Loan A) or Letter of Credit
fees not required to be paid to any Defaulting Lender pursuant to clause (i) or (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that is a Revolving Credit Lender that portion of
any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Liabilities or Swing Loans that has been reallocated to such
Non-Defaulting Lender pursuant to §2.13(c), (y) pay to the Issuing Lender and Swing Loan Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the
Issuing Lender’s or Swing Loan Lender’s Fronting Exposure to such Defaulting Lender and (z) not be required to pay any remaining amount of any such fee. 

(g)    If the Borrower (so long as no Default or Event of Default exists) and the Agent agree in writing in their sole
discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the date specified in such notice and subject to any conditions set forth therein (which may
include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the 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 on a pro rata basis by the Lenders in accordance with their Commitments (without giving effect to §2.13(c)), whereupon such Lender will cease to be a
Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent
otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. 

§3.    REPAYMENT OF THE LOANS. 

§3.1    Stated Maturity. 

The Borrower promises to pay on the Revolving Credit Maturity Date and there shall become absolutely due and payable on the Revolving Credit Maturity Date all
of the Revolving Credit Loans, Swing Loans and other Letter of Credit Liabilities Outstanding on such date, together with any and all accrued and unpaid interest thereon. The Borrower promises to pay on the Term Loan Maturity Date and there shall
become absolutely due and payable on the Term Loan Maturity Date all of the Term Loans Outstanding on such date, together with any and all accrued and unpaid interest thereon. 

  
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 §3.2     Mandatory Prepayments 

(a)    If at any time prior to the occurrence of the Release of Security Date (i) the sum of the aggregate
outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the lesser of (A) the Total Revolving Credit Commitment or (B) the Pool Availability, or (ii) the sum of the
aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans, the Term Loans and the Letter of Credit Liabilities exceeds the lesser of (A) the Total Commitment or (B) the Pool Availability, then the Borrower
shall, within fifteen (15) calendar days of such occurrence, pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)(A)) or all of the Lenders (in the case of clauses
(i)(B) and (ii)), as applicable, for application to the Revolving Credit Loans and, Swing Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of any Swing Loans
shall be paid solely to the Swing Loan Lender for application to the Revolving Credit Loans and Swing Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of any Swing Loans shall
be paid solely to the Swing Loan Lender. 
 (b)    In the event there shall have occurred a casualty with respect to
any Pool Property and the Borrower or any Subsidiary Guarantor is required to repay the Loans pursuant to §7.7 or a Taking and the Borrower is required to repay the Loans pursuant to §7.7, the Borrower shall prepay the Loans within two
(2) Business Days of the date of receipt by the Borrower, such Subsidiary Guarantor or the Agent of any Insurance Proceeds or Condemnation Proceeds in respect of such casualty or Taking, as applicable, in the amount required pursuant to the
relevant provisions of §7.7; provided that the terms of this §3.2(b) shall no longer be applicable from and after the occurrence of the Release of Security Date. 

(c)    Commencing upon the occurrence of the Release of Security Date and continuing thereafter, if at any time the sum
of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, then the Borrower shall, within fifteen (15) calendar days of such
occurrence, pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to
§4.7, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. 

(d)    Commencing upon the occurrence of the Release of Security Date and continuing thereafter, if at any time the sum
of the aggregate outstanding principal amount of Consolidated Total Unsecured Debt (including the Revolving Credit Loans, the Swing Loans, the Term Loans and the Letter of Credit Liabilities) exceeds the Pool Availability, then the Borrower shall,
within fifteen (15) calendar days of such occurrence reduce the aggregate amount of such Consolidated Total Unsecured Debt by the amount of such excess (and if any such reduction is made with respect to the Obligations, then Borrower shall pay
such amount to the Agent for the respective accounts of the Lenders for application to the Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of any Swing Loans shall be paid
solely to the Swing Loan Lender). 

  
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 §3.3    Optional Prepayments. 

(a)    The Borrower shall have the right, at its election, to prepay the outstanding amount of the Revolving Credit Loans
and Swing Loans, as a whole or in part, at any time without penalty or premium; provided, that if any prepayment of the outstanding amount of any Revolving Credit LIBOR Rate Loans pursuant to this §3.3 is made on a date that is not the
last day of the Interest Period relating thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.7. 

(b)    The Borrower shall have the right, at its election, to prepay the outstanding amount of the Term Loans, as a whole
or in part, at any time without penalty or premium; provided, that if any prepayment of the outstanding amount of any Term LIBOR Rate Loans pursuant to this §3.3 is made on a date that is not the last day of the Interest Period relating
thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.7. 
 (c)    The
Borrower shall give the Agent, no later than 10:00 a.m. (Cleveland time) at least three (3) days prior written notice of any prepayment pursuant to this §3.3, in each case specifying the proposed date of prepayment of the Loans and the
principal amount to be prepaid (provided that any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent). Notwithstanding the foregoing, no prior notice shall be required for the prepayment of any Swing Loan.

 §3.4    Partial Prepayments. 

Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $500,000.00 or an integral multiple of $100,000.00 in excess thereof,
shall be accompanied by the payment of accrued interest on the principal prepaid to the date of payment. Each partial payment under §3.2 and §3.3 shall be applied first to the principal of any Outstanding Swing Loans, then, in the absence
of instruction by the Borrower, and then to the principal of Revolving Credit Loans, and then to the principal of the Term Loans (and with respect to each category of Loans, first to the principal of Base Rate Loans, and then to the principal of
LIBOR Rate Loans). 
 §3.5    Effect of Prepayments. 

Amounts of the Revolving Credit Loans prepaid under §3.2 and §3.3 prior to the Revolving Credit Maturity Date may be reborrowed as provided in
§2. Any portion of the Term Loans that is prepaid may not be reborrowed. 
 §4.    CERTAIN GENERAL PROVISIONS. 

§4.1    Conversion Options. 

(a)    The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to
a Revolving Credit Loan or Term Loan of another Type 

  
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and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such
conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period
with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election
and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of
such Loan, there shall be no more than five (5) Revolving Credit LIBOR Rate Loans and two (2) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of
Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or
a Term Base Rate Loan in a principal amount of less than $1,000,000.00, or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00. On the date on which
such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation
Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. 

(b)    Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto
by compliance by the Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan
on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. 

(c)    In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate
Loan, such Loan shall, subject to compliance with the other terms of this Agreement, be automatically converted at the end of the applicable Interest Period to a Base Rate Loan. 

§4.2    Fees. 

The Borrower agrees to pay to KeyBank, Agent, the Joint Arrangers, and the Bookrunner for their own account certain fees for services rendered or to be
rendered in connection with the Loans as provided pursuant to that certain Third Amended and Restated Agreement Regarding Fees dated as of even date herewith among the Borrower, KeyBank and KCM (the “Agreement Regarding Fees”) and any fee
letters dated on or near the date hereof between the Borrower and the Joint Arrangers (other than KCM). All such fees shall be fully earned when paid and nonrefundable under any circumstances. The Borrower agrees and acknowledges that no proceeds of
the Loans will be used to pay any arrangement fees, and Borrower will pay for such fees out of pocket. 

  
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 §4.3    Funds for Payments. 

(a)    All payments of principal, interest, facility fees, Letter of Credit fees, closing fees and any other amounts due
hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s Head Office, not later than 2:00 p.m. (Cleveland time) on the day when
due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrower with KeyBank set forth on Schedule 4.3, on the dates when the amount thereof shall
become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Lenders (including the Swing Loan Lender) under the Loan Documents. Subject to the
foregoing, all payments made to Agent on behalf of the Lenders, and actually received by Agent, shall be deemed received by the Lenders on the date actually received by Agent. 

(b)    All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or
counterclaim, and free and clear of and 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 or other applicable Guarantor 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 §4.3) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

(c)    The Borrower and the Guarantors shall timely pay to the relevant Governmental Authority in accordance with
Applicable Law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes. 
 (d)    The
Borrower and the Guarantors shall jointly and severally 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 §4.3) 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 Agent), or by the Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error; provided that the determinations in such statement are made on a reasonable basis and in good faith. 

(e)    Each Lender shall severally indemnify the Agent, within ten (10) days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or a Guarantor has not already indemnified the Agent for such Indemnified 

  
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Taxes and without limiting the obligation of the Borrower and the Guarantors to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of §18.4
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 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 Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the 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 Agent to the Lender from any other source
against any amount due to the Agent under this subsection. 
 (f)    As soon as practicable after any payment of Taxes
by the Borrower or any Guarantor to a Governmental Authority pursuant to this §4.3, the Borrower or such Guarantor shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. 

(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 Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the
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 Agent, shall deliver such other documentation prescribed by Applicable Law
or reasonably requested by the Borrower or the Agent as will enable the Borrower or the 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 the immediately following clauses (ii)(A), (ii)(B) and (ii)(D)) 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, in the event that the Borrower is a U.S. Person:

 (A)    any Lender that is a U.S. Person shall deliver to the Borrower and the 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 Agent), an electronic copy (or an original if requested by the Borrower or the Agent) of an executed IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax; 

  
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 (B)    any Foreign Lender shall, to the extent it is legally entitled
to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrower or the Agent), whichever of the following is applicable: 
 (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, an electronic copy (or an original if requested by the Borrower or the Agent)
of an executed IRS Form W-8BEN 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)    an electronic copy (or an original if requested by the Borrower or
the Agent) of an executed 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 N-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 

(IV)    to the extent a Foreign Lender is not the beneficial owner, an electronic copy (or an original if requested by
the Borrower or the Agent) of an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance
Certificate substantially in the form of Exhibit N-2 or Exhibit N-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 N-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 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 Agent), an
electronic copy (or an original if requested by the Borrower or the Agent) 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 Agent to determine the withholding or deduction required to be made; and 

(D)    if a payment made to a Lender under any Loan Document would be subject to United States 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


  
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the Borrower and the Agent, at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Agent, such documentation prescribed by
Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement. 
 (g)    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 Agent in writing of its legal inability to do so. 

(h)    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 §4.3 (including by the payment of additional amounts pursuant to this §4.3), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this §4.3 with respect to the Taxes giving rise to such refund), net of all reasonable third party out-of-pocket expenses (including
Taxes) of such indemnified party actually incurred 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 (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, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection 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 and giving rise to such refund has not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax 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 reasonably deems confidential) to the indemnifying party or any other Person. 

(i)    Each party’s obligations under this §4.3 shall survive the resignation or replacement of the 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. 

(j)    The obligations of the Borrower to the Revolving Credit Lenders under this Agreement with respect to Letters of
Credit (and of the Revolving Credit Lenders to make payments to the Issuing Lender with respect to Letters of Credit and to the Swing Loan Lender with respect to Swing Loans) shall be absolute, unconditional and irrevocable, and shall be paid and
performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement, any Letter of
Credit or any of the other Loan Documents; (ii) any improper use which may be made of any Letter of Credit or any improper acts or omissions 

  
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of any beneficiary or transferee of any Letter of Credit in connection therewith; (iii) the existence of any claim, set-off, defense or any right
which the Borrower, any Guarantor or any of itstheir respective Subsidiaries or Affiliates may have at any time against any beneficiary or any transferee of any Letter of Credit (or persons or entities for whom any such beneficiary or any such transferee may be acting) or the
Revolving Credit Lenders (other than the defense of payment to the Revolving Credit Lenders in accordance with the terms of this Agreement) or any other person, whether in connection with any Letter of Credit, this Agreement, any other Loan
Document, or any unrelated transaction; (iv) any draft, demand, certificate, statement or any other documents presented under any Letter of Credit proving to be insufficient, forged, fraudulent or invalid in any respect or any statement therein
being untrue or inaccurate in any respect whatsoever; (v) any breach of any agreement between the Borrower, any
Guarantor or any of
itstheir respective Subsidiaries or Affiliates and any beneficiary or transferee of any Letter of Credit; (vi) any irregularity in the transaction with respect to which any Letter of Credit is issued, including any fraud by the
beneficiary or any transferee of such Letter of Credit; (vii) payment by the Issuing Lender under any Letter of Credit against presentation of a sight draft, demand, certificate or other document which does not comply with the terms of such
Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct on the part of the Issuing Lender as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal
periods; (viii) any non-application or misapplication by the beneficiary of a Letter of Credit of the proceeds of such Letter of Credit; (ix) the legality, validity, form, regularity or
enforceability of the Letter of Credit; (x) the failure of any payment by Issuing Lender to conform to the terms of a Letter of Credit (if, in Issuing Lender’s good faith judgment, such payment is determined to be appropriate); (xi) the
surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (xii) the occurrence of any Default or Event of Default; and (xiii) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing. 
 §4.4    Computations. 

All computations of interest on the Loans and of other fees to the extent applicable shall be based on a 360-day year
(or a 365 or 366 day year, as applicable, in the case of Base Rate Loans) and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term “Interest Period” with respect to LIBOR Rate Loans,
whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such
extension. The Outstanding Loans and Letter of Credit Liabilities as reflected on the records of the Agent from time to time shall be considered prima facie evidence of such amount absent manifest error. 

§4.5    Suspension of LIBOR Rate Loans. 

In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable
methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period,
the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower 

  
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and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each
LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the
circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. 

§4.6    Illegality. 

Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall
make it unlawful, or any central bank or other Governmental Authority having jurisdiction over a Lender or its LIBOR Lending Office shall assert that it is unlawful, for any Lender to make or maintain LIBOR Rate Loans, such Lender shall forthwith
give notice of such circumstances to the Agent and the Borrower and thereupon (a) the commitment of the Lenders to make LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted
automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law. Notwithstanding the foregoing, before giving such notice, the applicable Lender
shall designate a different lending office if such designation will void the need for giving such notice and will not, in the judgment of such Lender, be otherwise materially disadvantageous to such Lender or increase any costs payable by the
Borrower hereunder. 
 §4.7    Additional Interest. 

If any LIBOR Rate Loan or any portion thereof is repaid or is converted to a Base Rate Loan for any reason on a date which is prior to the last day of the
Interest Period applicable to such LIBOR Rate Loan, or if repayment of the Loans has been accelerated as provided in §12.1, or if the Borrower fails to draw down on the first day of the applicable Interest Period any amount as to which Borrower
has elected a LIBOR Rate Loan, the Borrower will pay to the Agent upon demand for the account of the applicable Lenders in accordance with their respective Commitment Percentages (or to the Swing Loan Lender with respect to a Swing Loan), in
addition to any amounts of interest otherwise payable hereunder, the Breakage Costs. The Borrower understands, agrees and acknowledges the following: (i) no Lender has any obligation to purchase, sell and/or match funds in connection with the
use of LIBOR as a basis for calculating the rate of interest on a LIBOR Rate Loan; (ii) LIBOR is used merely as a reference in determining such rate; and (iii) the Borrower has accepted LIBOR as a reasonable and fair basis for calculating
such rate and any Breakage Costs. The Borrower further agrees to pay the Breakage Costs, if any, whether or not a Lender elects to purchase, sell and/or match funds. 

§4.8    Additional Costs, Etc. 

Notwithstanding anything herein to the contrary, if any present or future Applicable Law, which expression, as used herein, includes statutes, rules and
regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at
any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: 

  
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 (a)     subject any Lender or the Agent to any tax, levy, impost, duty,
charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than for Indemnified Taxes, Taxes described in clauses
(b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes), or 
 (b)    materially change
the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement
or the other Loan Documents, or 
 (c)    impose or increase or render applicable any special deposit, compulsory loan,
insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or
deposits in or for the account of, or loans by, or commitments of an office of any Lender, or 
 (d)     impose on any
Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such
Lender’s Commitment forms a part; and the result of any of the foregoing is: 
 (i)    to increase
the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or 

(ii)    to reduce the amount of principal, interest or other amount payable to any Lender or the Agent
hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or 

(iii)    to require any Lender or the Agent to make any payment or to forego any interest or other sum
payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, 

then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and
from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such
additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent. 

 

  
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 §4.9    Capital Adequacy. 

If after the date hereof any Lender determines that (a) the adoption of or change in any law, rule, regulation or guideline regarding liquidity or capital
requirements for banks or bank holding companies or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank holding
company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a
consequence of such Lender’s commitment to make Loans or participate in Letters of Credit hereunder to a level below that which such Lender or holding company could have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such
Lender may notify the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Lender of a statement of the amount setting
forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender. For purposes of §4.8 and this §4.9, the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or issued in connection therewith and 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 be deemed to have been adopted and gone into effect
after the date hereof regardless of when adopted, enacted or issued. 
 §4.10    Breakage Costs. 

The Borrower shall pay all Breakage Costs required to be paid by it pursuant to this Agreement and incurred from time to time by any Lender upon demand within
fifteen (15) days from receipt of written notice from Agent, or such earlier date as may be required by this Agreement. 

§4.11    Default Interest; Late Charge. 

Following the occurrence and during the continuance of any Event of Default, and regardless of whether or not the Agent or the Lenders shall have accelerated
the maturity of the Loans, all Loans shall bear interest payable on demand at a rate per annum equal to the sum of the Base Rate plus the Applicable Margin plus five percent (5.0%) (the “Default Rate”), until such amount shall be paid in
full (after as well as before judgment), and the fee payable with respect to Letters of Credit shall be increased to a rate equal to five percent (5.0%) above the Letter of Credit fee that would otherwise be applicable to such time, or if any of
such amounts shall exceed the maximum rate permitted by law, then at the maximum rate permitted by law. In addition, the Borrower shall pay a late charge equal to four percent (4.0%) of any amount of interest and/or principal payable on the Loans or
any other amounts payable hereunder or under the other Loan Documents, which is not paid by the Borrower within ten (10) days of the date when due (or, in the case of amounts due at the Revolving Credit Maturity Date or Term Loan Maturity Date,
as applicable, within fifteen (15) Business Days of such date). 
  

  
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 §4.12     Certificate. 

A certificate setting forth any amounts payable pursuant to §4.7, §4.8, §4.9, §4.10 or §4.11 and a reasonably detailed explanation of
such amounts which are due, submitted by any Lender or the Agent to the Borrower, shall be conclusive in the absence of manifest error, and shall be promptly provided to the Agent and the Borrower upon their written request. 

§4.13    Limitation on Interest. 

Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the Borrower, the Guarantors, the
Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest
contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the
interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful
amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations,
such excess shall be refunded to the Borrower. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of
the principal of the Obligations (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This §4.13 shall control all
agreements between or among the Borrower, the Guarantors, the Lenders and the Agent. 
 §4.14    Certain
Provisions Relating to Increased Costs. 
 If a Lender gives notice of the existence of the circumstances set forth in §4.8 or any Lender requests
compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions of §4.3 (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender under this Agreement), §4.8 or §4.9,
then, upon request of the Borrower, such Lender, as applicable, shall use reasonable efforts in a manner consistent with such institution’s practice in connection with loans like the Loan of such Lender to eliminate, mitigate or reduce amounts
that would otherwise be payable by the Borrower under the foregoing provisions, provided that such action would not be otherwise prejudicial to such Lender, including, without limitation, by designating another of such Lender’s offices,
branches or affiliates; the Borrower agreeing to pay all reasonably incurred costs and expenses incurred by such Lender in connection with any such action. Notwithstanding anything to the contrary contained herein, if no Default or Event of Default
shall have occurred and be continuing, and if any Lender has given notice of the existence of the circumstances set forth in §4.8 or has requested payment or compensation for any losses or costs to be reimbursed pursuant to any one or more of
the provisions of §4.3 (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender under this Agreement), §4.8 or §4.9 and following the request of the Borrower has been unable to take the steps described
above to mitigate such amounts (each, an “Affected Lender”), then, within thirty (30) days after such notice or request for payment or compensation, the Borrower shall have the one-time right as


  
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to such Affected Lender, to be exercised by delivery of written notice delivered to the Agent and the Affected Lender within thirty (30) days of receipt of such notice, to elect to cause the
Affected Lender to transfer its Commitment. The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant
Commitment Percentages, of the Affected Lender (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent). In the event that the Lenders do not elect to
acquire all of the Affected Lender’s Commitment, then the Agent shall endeavor to obtain a new Lender to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Affected Lender, the Affected Lender’s interest in
the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest. The purchase
price for the Affected Lender’s Commitment shall equal any and all amounts outstanding and owed by the Borrower to the Affected Lender including principal, prepayment premium or fee, and all accrued and unpaid interest or fees. 

§4.15    Rates. 

The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter
related to the rates in the definition of “LIBOR” or with respect to any comparable or successor rate thereto, provided that the foregoing shall not apply to any liability arising out of the bad faith, willful misconduct or gross
negligence of the Agent. 
 §5.    COLLATERAL SECURITY; GUARANTORS. 

§5.1    Collateral. 

Until the Release of Security Date, the Obligations shall be secured by a perfected first priority lien and security interest to be held by the Agent for the
benefit of the Lenders on the Collateral, pursuant to the terms of the Security Documents. From and after the Release of Security Date, the Lenders have agreed to make the Loans to the Borrower and issue Letters of Credit for the account of the
Borrower on an unsecured basis; provided, however, that the Obligations shall be guaranteed pursuant to the terms of the Guaranty. 

§5.2    Appraisals; Adjusted Value. 

(a)    At Agent’s request or, at the request of the Required Lenders, option to be exercised not more frequently than
annually, the Agent may on behalf of the Lenders obtain current Appraisals of each of the Pool Properties. In any such case, said Appraisals will be ordered by Agent and reviewed and approved by the appraisal department of the Agent, in order to
determine the current Appraised Value of the Pool Properties, and the Borrower shall pay to Agent within ten (10) days of demand all reasonable costs of such Appraisals. 

(b)    Notwithstanding the provisions of §5.2(a), the Agent may obtain new Appraisals or an update to existing
Appraisals with respect to the Pool Properties, or any of them, 

  
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as the Agent shall determine (i) at any time that the regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably
interpreted by such Lender shall require more frequent Appraisals, (ii) at any time following an Event of Default, (iii) if the Agent reasonably believes that there has been a material adverse change or deterioration with respect to any
Pool Property, including, without limitation, a material change in the market in which any Pool Property is located, or (iv) so long as no Event of Default then exists, at the request of the Borrower in the event of any material construction or
alterations to a Pool Property. In addition, Borrower shall deliver to Agent appraisals reasonably satisfactory to Agent setting forth the as-is value of Stabilized Properties owned by Borrower, CVOP I and
itstheir respective Subsidiaries not included in the calculation
of Pool Availability but which are included in the calculation of Gross Asset Value (provided that Borrower shall not be required to obtain new appraisals with respect to such properties described in this sentence). The expense of such Appraisals
and/or updates performed pursuant to this §5.2(b) shall be borne by the Borrower and payable to Agent within fifteen (15) days of demand; provided the Borrower shall not be obligated to pay for an Appraisal of a Pool Property
obtained pursuant to this §5.2(b) more often than once in any period of twelve (12) months if no Event of Default exists. 

(c)    The Borrower acknowledges that the Agent has the right to approve any Appraisal performed pursuant to this
Agreement. The Borrower further agrees that the Lenders and Agent do not make any representations or warranties with respect to any such Appraisal and shall have no liability as a result of or in connection with any such Appraisal for statements
contained in such Appraisal, including without limitation, the accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the fair value of such property that is the
subject of such Appraisal given by the local tax assessor’s office, or the Borrower’s idea of the value of such property. 

§5.3    Addition of Pool Properties. 

Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the satisfaction by the Borrower of the
conditions set forth in this §5.3, to add Potential Pool Properties as part of the Pool Availability. In the event the Borrower desires to add include Potential Pool Properties in the calculations of the Pool Availability as aforesaid, the
Borrower shall provide written notice to the Agent of such request. No Potential Pool Properties shall be included in the calculation of the Pool Availability unless and until the following conditions precedent shall have been satisfied as
determined by Agent (or as required by this Agreement, Agent and the Required Lenders): 
 (a)    such Potential Pool
Property shall be Eligible Real Estate and satisfy the requirements contained in §7.26; 
 (b)    the Wholly Owned
Subsidiary owning such Pool Property shall have executed a Joinder Agreement and satisfied the conditions of §5.5; 

(c)    prior to or contemporaneously with such addition, Borrower shall have submitted to Agent a Compliance Certificate
prepared using the financial statements of the 

  
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BorrowerREIT
 most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Pool Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition
of such Potential Pool Property, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; 

(d)    the Wholly Owned Subsidiary which is the owner of the Potential Pool Property shall have executed and delivered to
the Agent all applicable Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; 

(e)    after giving effect to the inclusion of such Potential Pool Property, each of the representations and warranties
made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be
true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Pool Properties in the calculation of the Pool Availability, with the same effect as if made at and as of that time,
except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the
schedules and other disclosures delivered as contemplated in this Agreement) (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of
such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1, §9.8, §9.9, §9.10, §9.11 or §9.12), and the Agent shall have
received a certificate of the Borrower to such effect; and 
 (f)    prior to the Release of Security Date, the Agent
and the Required Lenders, as required above, shall have consented to the inclusion of such Real Estate as a Borrowing Base Asset and from and after the occurrence of the Release of Security Date, the Agent shall have consented to the inclusion of
such Real Estate as a Borrowing Base Asset, which consent in each case may be granted in the Agent’s and the Lenders’, as applicable, sole and absolute discretion. 

§5.4    Release of Pool Property as Collateral. 

Prior to the Release of Security Date and provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately
after giving effect to the transactions contemplated by this §5.4), the Agent shall release a Pool Property from the lien or security title of the Security Documents encumbering the same upon the request of the Borrower subject to and upon the
following terms and conditions: 
 (a)    the Borrower shall deliver to the Agent written notice of its desire to
obtain such release no later than ten (10) days prior to the date on which such release is to be effected; 

(b)    the Borrower shall submit to the Agent with such request a Compliance Certificate and Pool Certificate prepared
using the financial statements of the
BorrowerREIT most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that
no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; 

  
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 (c)    all release documents to be executed by the Agent shall be in
form and substance reasonably satisfactory to the Agent; 
 (d)    the Borrower shall pay all reasonable costs and
expenses of the Agent in connection with such release, including without limitation, reasonable attorney’s fees; 

(e)    the Borrower shall pay to the Agent for the account of the Lenders a release price, which payment shall be applied
to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans so that no violation of the covenants set forth in §§3.2
or 9.1 shall occur; and 
 (f)    without limiting or affecting any other provision hereof, any release of a Pool
Property will not cause the Borrower to be in violation of the covenants set forth in §9. 

§5.5    Additional Guarantors. 

In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower or CVOP I be included as a Pool Property as contemplated by §5.3 and such Real
Estate is approved for inclusion as a Pool Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Pool Property, cause each such Wholly Owned Subsidiary, and any other Subsidiary of
Borrower or CVOP I which owns an interest in such Wholly-Owned Subsidiary,
to execute and deliver to Agent a Joinder Agreement, and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the BorrowerREIT shall constitute a Material Subsidiary, the Borrower shall promptly notify Agent and within sixty (60) calendar days execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a
Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the REIT shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary,
as a condition to such Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in
contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of REIT), cause
each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective
organizational documents, to be a Guarantor hereunder and to execute the Contribution Agreement and, until the occurrence of the Release of Security Date, such Security Documents as Agent may require. The Borrower shall further cause all
representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the
Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. 

  
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 §5.6    Release of Certain Guarantors. 

(a)    Provided no Default or Event of Default shall have occurred and be continuing (or would exist immediately after
giving effect to the transactions contemplated by this §5.6(a)), in the event that all Pool Properties owned by such Subsidiary Guarantor have been removed from the calculation of Pool Availability and, if prior to the Release of Security Date,
the lien and security interest in the Equity Interests in such Subsidiary Guarantor have been released as Collateral for the Obligations and Hedge Obligations in accordance with the terms of this Agreement, then such Subsidiary Guarantor shall be
released by Agent from liability under this Agreement and the other Loan Documents to which it is a party. 

(b)    The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall
release (subject to the terms hereof), a Subsidiary Guarantor that is a Guarantor solely by virtue of being a Material Subsidiary from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a
result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; (iii) such Subsidiary Guarantor is not the direct or indirect owner or lessee of a
Pool Property and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries of the type described in clause
(b) of the definition of Material Subsidiary which would require it to be a Guarantor; and (iv) the Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower or CVOP I has disposed of or simultaneously with such release will dispose of its entire
interest in such Guarantor or that all of the assets of such Guarantor will be disposed of in compliance with the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash
proceeds, if any, from such disposition are being distributed to the Borrower or CVOP I, as applicable, in connection with such disposition, or (B) such Guarantor will be the borrower with respect to Secured Debt that is not prohibited under this Agreement, which Indebtedness will be secured by a Lien on the
assets of such Guarantor, or (C) the Borrower has contributed or simultaneously with such release will contribute its entire direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly
Owned Subsidiary or that such Guarantor will be contributing all of its assets to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary in compliance with the terms of this Agreement, or (D) such Guarantor is an
Excluded Subsidiary. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request
and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to REIT, which may only be released upon the written approval of
Agent and all of the Lenders. 
 (c)    The provisions of this §5.6 shall not apply to Borrower, General Partner or
REIT, CVOP I or NewCo. 

  
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 §5.7    Release of Collateral. 

(a)    Upon the written request of Borrower to Agent from and after April 27, 2019 and the determination by Agent of
the satisfaction of the Release of Security Conditions, then the Agent shall release the Collateral from the lien and security interest of the Security Documents; provided, however, that the foregoing release of Collateral by Agent shall under no
circumstances release the Borrower or any of the Guarantors from any of their respective Obligations. 
 (b)    Upon
the refinancing or repayment of the Obligations in full and termination of the obligation to provide additional Loans or issue Letters of Credit to Borrower, then the Agent shall release the Collateral from the lien and security interest of the
Security Documents and to release the Borrower and Guarantors (other than with respect to obligations that survive termination of this Agreement), provided that Agent has not received a written notice from the Representative or the holder of the
Hedge Obligations that any Hedge Obligation is then due and payable to the holder thereof. 
 §6.    REPRESENTATIONS AND
WARRANTIES. 
 The Borrower represents and warrants to the Agent and the Lenders as follows. 

§6.1    Corporate Authority, Etc. 

(a)    Incorporation; Good Standing. REIT is a Maryland corporation duly organized pursuant to articles of
incorporation filed with the Maryland Secretary of State, and is validly existing and in good standing under the laws of Maryland. REIT conducts its business in a manner which enables it to qualify as a real estate investment trust under, and to be
entitled to the benefits of, §856 of the Code, and REIT has elected to be treated as and is entitled to the benefits of a real estate investment trust thereunder. The Borrower is a Delaware limited partnership duly organized pursuant to its
certificate of limited partnership filed with the Delaware Secretary of State, and is validly existing and in good standing under the laws of Delaware. The Borrower (i) has all requisite power to own its property and conduct its business as now
conducted and as presently contemplated, and (ii) is in good standing and is duly authorized to do business in the jurisdiction of its organization and where a Pool Property owned by it is located (to the extent required by Applicable Law) and
in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a Material Adverse Effect. 

(b)    Subsidiaries. Each of the Guarantors and each of the Subsidiaries of the Borrower and the Guarantors
(i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all
requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where it is organized and where a Pool Property
owned or leased by it is located (to the extent required by Applicable Law) and in each other jurisdiction where a failure to be so qualified could have a Material Adverse Effect. 

  
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 (c)    Authorization. The execution, delivery and performance of
this Agreement and the other Loan Documents to which any of the Borrower or any Guarantor is a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have been duly authorized by all
necessary proceedings on the part of such Person, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order,
writ, injunction, license or permit applicable to such Person, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement,
articles of incorporation or other charter documents or bylaws of, or any agreement or other instrument binding upon, such Person or any of its properties, (v) do not and will not result in or require the imposition of any lien or other
encumbrance on any of the properties, assets or rights of such Person other than the liens and encumbrances in favor of Agent contemplated by this Agreement and the other Loan Documents, and (vi) do not, as of the date of execution and delivery
thereof, require the approval or consent of any Person other than those already obtained and delivered to Agent. 

(d)    Enforceability. The execution and delivery of this Agreement and the other Loan Documents to which any of
the Borrower or any Guarantor is a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and general principles of equity. 

§6.2    Governmental Approvals. 

The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower or any Guarantor is a party and the transactions
contemplated hereby and thereby do not require the approval or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or other Governmental Authority other than those already
obtained, the filing of the Security Documents in the appropriate records office with respect thereto, and filings after the date hereof of disclosures with the SEC, or as may be required hereafter with respect to tenant improvements, repairs or
other work with respect to any Real Estate. 
 §6.3    Title to Properties. 

Except as indicated on Schedule 6.3 hereto, REIT, the Borrower and their respective Subsidiaries own or lease all of the assets reflected in the consolidated
balance sheet of REIT as of the Balance Sheet Date or acquired or leased since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date) subject to no rights of others, including any
mortgages, leases pursuant to which REIT, the Borrower or any of their respective Subsidiaries or any of their respective Affiliates is the lessee, conditional sales agreements, title retention agreements, liens or other encumbrances except
Permitted Liens. 

  
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 §6.4    Financial Statements. 

The Borrower has furnished to Agent: (a) the consolidated balance sheet of REIT and its Subsidiaries as of the Balance Sheet Date and the related
consolidated statement of income and cash flow for the calendar year then ended certified by the chief financial officer or chief accounting officer of REIT, (b) an unaudited statement of Net Operating Income for the period ending
December 31, 2017 reasonably satisfactory in form to the Agent and certified by the chief financial officer or chief accounting officer of REIT as fairly presenting the Net Operating Income for such periods, and (c) certain other financial
information relating to the Borrower, the Guarantors and the Pool Properties. The balance sheet and statements referred to in clauses (a) and (b) above have been prepared in accordance with generally accepted accounting principles and fairly
present the consolidated financial condition of REIT and its Subsidiaries as of such dates and the consolidated results of the operations of REIT and its Subsidiaries for such periods. There are no liabilities, contingent or otherwise, of
REIT or any of its Subsidiaries involving material amounts not disclosed in said financial statements and the related notes thereto. 

§6.5    No Material Changes. 

Since the Balance Sheet Date or the date of the most recent financial statements delivered pursuant to §7.4, as applicable, there has occurred no
materially adverse change in the financial condition, prospects, operations or business of REIT, the Borrower, and their respective Subsidiaries taken as a whole as shown on or reflected in the consolidated balance sheet of REIT as of the Balance
Sheet Date, or its consolidated statement of income or cash flows for the calendar year then ended, other than changes in the ordinary course of business that have not and could not reasonably be expected to have a Material Adverse Effect. As of the
date hereof, except as set forth on Schedule 6.5 hereto, there has occurred no materially adverse change in the financial condition, prospects, operations or business activities of REIT, the Borrower, their respective Subsidiaries or any of
the Pool Properties from the condition shown on the statements of income delivered to the Agent pursuant to §6.4 other than changes in the ordinary course of business that have not had any materially adverse effect either individually or in the
aggregate on the business, prospects, operations or financial condition of REIT, the Borrower, their respective Subsidiaries, considered as a whole, or of any of the Pool Properties. 

§6.6    Franchises, Patents, Copyrights, Etc. 

The Borrower, the Guarantors and their respective Subsidiaries possess all franchises, patents, copyrights, trademarks, trade names, service marks, licenses
and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted without known conflict with any rights of others. Except as set forth on Schedule 6.6 hereto or, with respect to
Pool Properties added after the Closing Date, as set forth in a schedule to the Joinder Agreement delivered in connection therewith, none of the Pool Properties is owned or operated by
Borrower, CVOP I or
itstheir respective Subsidiaries under or by reference to any trademark, trade name, service mark or logo, and none of the trademarks, tradenames, service marks or logos are registered or subject to any license or provision of law
limiting their assignability or use except as specifically set forth on Schedule 6.6 or, with respect to Pool Properties added after the Closing Date, as set forth in a schedule to the Joinder Agreement delivered in connection therewith.


  
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 §6.7    Litigation. 

Except as stated on Schedule 6.7, there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of the Borrower
threatened in writing against the Borrower, any Guarantor, any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board which question the validity of this Agreement or any of the other Loan
Documents, any action taken or to be taken pursuant hereto or thereto, the Collateral, Pool Properties or any lien, security title or security interest created or intended to be created pursuant hereto or thereto, or which if adversely determined
could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 6.7, there are no judgments, final orders or awards outstanding against or affecting the Borrower, any Guarantor, any of their respective
Subsidiaries or any Collateral, individually or in the aggregate, in excess of $1,000,000.00, or against or affecting the Pool Properties. No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or
other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or
therein provided. As of the Closing Date, none of Borrower, any Guarantor or any of their respective Subsidiaries or to Borrower or any Guarantor’s knowledge, any Operator of any Medical Property, is the subject of an audit by a Governmental
Authority or, to Borrower’s or any Guarantor’s knowledge, any investigation or review by a Governmental Authority concerning the violation or possible violation of any Requirement of Law, including any Healthcare Law. 

§6.8    No Material Adverse Contracts, Etc. 

None of the Borrower, any Guarantor or any of their respective Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment,
decree, order, rule or regulation that has or is expected in the future to have a Material Adverse Effect. None of the Borrower, any Guarantor or any of their respective Subsidiaries is a party to any contract or agreement that has or could
reasonably be expected to have a Material Adverse Effect. 
 §6.9    Compliance with Other Instruments, Laws,
Etc. 
 None of the Borrower, any Guarantor or any of their respective Subsidiaries is in violation of any provision of its charter or other
organizational documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner
that has had or could reasonably be expected to have a Material Adverse Effect. 
 §6.10    Tax Status. 

Each of the Borrower, the Guarantors and their respective Subsidiaries (a) has made or filed all federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject or has obtained an extension for filing, (b) has paid prior to delinquency all taxes and other governmental assessments and charges shown or determined to be due on
such returns, reports and declarations, and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. Except as set
forth on Schedule 6.10, there are no 

  
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unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers or partners of such Person know of no basis for any such claim. Except as set
forth on Schedule 6.10, there are no audits pending or to the knowledge of the Borrower threatened with respect to any tax returns filed by the Borrower, any Guarantor or their respective Subsidiaries. The taxpayer identification number for
REIT is 46-1854011 and for the Borrower is 90-0929030. 

§6.11    No Event of Default. 

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

§6.12    Investment Company Act. 

None of the Borrower, the Guarantors or any of their respective Subsidiaries is an “investment company”, or an “affiliated company” or a
“principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940. 

§6.13    Intentionally Omitted. 

§6.14    Setoff, Etc. 

At all times prior to the Release of Security Date, the Collateral and the rights of the Agent and the Lenders with respect to the Collateral are not subject
to any setoff, claims, withholdings or other defenses by the Borrower, CVOP II or
any of their Subsidiaries or Affiliates or, to the best knowledge of the Borrower, any other Person other than Permitted Liens described in §8.2(i)(A), (v) and (vi). 

§6.15    Certain Transactions. 

Except as disclosed on Schedule 6.15 hereto, none of the partners, officers, trustees, managers, members, directors, or employees of the Borrower, any
Guarantor or any of their respective Subsidiaries is, nor shall any such Person become, a party to any transaction with the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates (other than for services as partners, managers,
members, employees, officers and directors), including any agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any
partner, officer, trustee, director or such employee or, to the knowledge of the Borrower, any corporation, partnership, trust or other entity in which any partner, officer, trustee, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner, which are on terms less favorable to the Borrower, a Guarantor or any of their respective Subsidiaries than those that would be obtained in a comparable arms-length transaction. 

§6.16    Employee Benefit Plans. 

The Borrower, each Guarantor and each ERISA Affiliate has fulfilled its obligation, if any, under the minimum funding standards of ERISA and the Code with
respect to each Employee Benefit 

  
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Plan, Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Employee
Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan. Neither the Borrower, any Guarantor nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard under §412 of the Code in respect of any Employee Benefit
Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed to make any contribution or payment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any amendment to any Employee Benefit Plan, Multiemployer
Plan or Guaranteed Pension Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (c) incurred any liability under Title IV of ERISA other than a liability to
the PBGC for premiums under §4007 of ERISA. None of the assets of REIT, the Borrower or any of their respective Subsidiaries, including, without limitation, any Pool Property, constitutes a “plan asset” of any Employee Plan,
Multiemployer Plan or Guaranteed Pension Plan. 
 §6.17    Disclosure. 

All of the representations and warranties made by or on behalf of the Borrower, the Guarantors and their respective Subsidiaries in this
Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Lenders pursuant to or in connection with any of such Loan Documents are true and correct in all material respects, and neither the Borrower nor any
Guarantor has failed to disclose such information as is necessary to make such representations and warranties not misleading. All information contained in this Agreement, the other Loan Documents or otherwise furnished to or made available to the
Agent or the Lenders by or on behalf of the
BorrowerREIT, any Subsidiary or any Guarantor, as supplemented to date, is and, when delivered, will be true and correct in all material respects and, as supplemented to date, does not, and when delivered will not, contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The written information, reports and other papers and data with respect to the BorrowerREIT, any Subsidiary, any Guarantor, the Pool Properties or the Collateral (other than projections and estimates) furnished to the Agent or the Lenders in connection with this Agreement or the obtaining of the
Commitments of the Lenders hereunder was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give
in all material respects a true and accurate knowledge of the subject matter in all material respects; provided that such representation shall not apply to (a) the accuracy of any appraisal, title commitment, survey, or engineering and
environmental reports prepared by third parties or legal conclusions or analysis provided by the Borrower’s or Guarantors’ counsel (although the Borrower and the Guarantors have no reason to believe that the Agent and the Lenders may not
rely on the accuracy thereof) or (b) budgets, projections and other forward-looking speculative information prepared in good faith by the Borrower (except to the extent the related assumptions were when made manifestly unreasonable).

 §6.18    Place of Business. 

The principal place of business of the Borrower is Two Urban Center, 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609. 

  
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 §6.19    Regulations T, U and X. 

No portion of any Loan is to be used for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are
used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. Neither the Borrower nor any Guarantor is engaged, nor will it engage, principally or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12
C.F.R. Parts 220, 221 and 224. 
 §6.20    Environmental Compliance. 

The Borrower has taken all commercially reasonable steps to investigate the past and present conditions and usage of the Real Estate and the operations
conducted thereon and, except as specifically set forth (i) in the written environmental site assessment reports of an Environmental Engineer provided to the Agent (A) in the case of the Initial Pool Properties, as of the Closing Date, or
(B) with respect to other Real Estate owned as of the date hereof, on or before the date hereof, or in the case of Real Estate (other than the Initial Pool Properties, if any) acquired after the date hereof, the environmental site assessment
reports with respect thereto provided to the Agent, or (ii) on Schedule 6.20, makes the following representations and warranties: 

(a)    None of the Borrower, the Guarantors or their respective Subsidiaries nor any operator of the Real Estate, nor any
tenant or operations thereon, is in violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under any Environmental Law, which
violation (i) involves Real Estate (other than the Pool Properties) and has had or could reasonably be expected to have a Material Adverse Effect or (ii) involves a Pool Property. 

(b)    None of the Borrower, the Guarantors nor any of their respective Subsidiaries has received notice from any third
party including, without limitation, any Governmental Authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a site
listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that any Hazardous Substance(s) which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other
third party has conducted or has ordered that the Borrower, any Guarantor or any of their respective Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall
be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind
whatsoever in connection with the release of Hazardous Substances, which in any case (i) involves Real Estate (other than the Pool Properties) and has had or could reasonably be expected to have a Material Adverse Effect or (ii) involves a
Pool Property. 
 (c)    (i) No portion of the Real Estate has been used for the handling, processing, storage or
disposal of Hazardous Substances except in accordance with applicable Environmental Laws, and no underground tank or other underground storage receptacle for Hazardous Substances 

  
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is located on any portion of the Real Estate except those which are being operated and maintained in compliance with Environmental Laws; (ii) in the course of any activities conducted by the
Borrower, the Guarantors, their respective Subsidiaries or the tenants and operators of their properties, no Hazardous Substances have been generated or are being used on the Real Estate except in the ordinary course of Borrower’s, the
Guarantors’ and their respective Subsidiaries’, or the tenants’ or operators’ of the Real Estate, respective businesses and in accordance with applicable Environmental Laws; (iii) there has been no past or present Release or
threatened Release of Hazardous Substances on, upon, into or from the Real Estate, which Release would have a material adverse effect on the value of such Real Estate or adjacent properties, which Release has had or could reasonably be expected to
have a Material Adverse Effect; (iv) there have been no Releases on, upon, from or into any real property in the vicinity of any of the Real Estate which, through soil or groundwater contamination, may have come to be located on, and which
could be reasonably anticipated to have a material adverse effect on the value of, the Real Estate; and (v) any Hazardous Substances that have been generated on any of the Real Estate have been transported
off-site in accordance with all applicable Environmental Laws (except with respect to the foregoing in this §6.20(c) as to any Real Estate (other than the Pool Properties) where the foregoing has not had
or could not reasonably be expected to have a Material Adverse Effect). 
 (d)    None of the Borrower, the Guarantors,
their respective Subsidiaries nor the Real Estate is subject to any applicable Environmental Law requiring the performance of Hazardous Substances site assessments, or the removal or remediation of Hazardous Substances, or the giving of notice to
any governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement in each case by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of
any other transactions contemplated hereby except for such matters with which the Borrower, the Guarantors, their respective Subsidiaries shall have complied with as of the Closing Date. 

(e)    There are no existing or closed sanitary landfills, solid waste disposal sites, or hazardous waste treatment,
storage or disposal facilities (i) on or affecting the Real Estate (other than the Pool Properties) except where such existence has not had or could not be reasonably be expected to have a Material Adverse Effect, or (ii) on or affecting a
Pool Property. 
 (f)    TheNeither the Borrower
nor any Guarantor has not received any written notice of any claim by any party that any use, operation, or condition of the Real Estate has caused any
nuisance or any other liability or adverse condition on any other property which as to any Real Estate (other than the Pool Properties) has had or could reasonably be expected to have a Material Adverse Effect, nor is there any basis for such a
claim. 
 §6.21    Subsidiaries; Organizational Structure.  

Schedule 6.21(a) sets forth, as of the date hereof, all of the Subsidiaries of REIT, the form and jurisdiction of organization of each of the
Subsidiaries, and REIT’s direct and indirect ownership interests therein. Schedule 6.21(b) sets forth, as of the date hereof, all of the Unconsolidated Affiliates of REIT and its Subsidiaries, the form and jurisdiction of organization of
each of the Unconsolidated Affiliates, REIT’s or its Subsidiary’s ownership interest therein and the other owners of the applicable Unconsolidated Affiliate. No Person owns any legal, equitable or beneficial interest in any of the Persons
set forth on Schedules 6.21(a) and 6.21(b) except as set forth on such Schedules. 

  
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 §6.22    Leases. 

The Borrower has delivered to the Agent true copies of the Leases and any amendments thereto relating to each Pool Property required to be delivered as a part
of the Eligible Real Estate Qualification Documents as of the date hereof. An accurate and complete Rent Roll as of the date of inclusion of each Pool Property in the Pool Availability with respect to all Leases of any portion of the Pool Property
has been provided to the Agent (except with respect to each Pool Property that is leased to a single tenant under a triple-net lease, the lease has been provided to Agent in lieu of a Rent Roll). The Leases
reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Pool Property and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.22
no tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or
abatements or credits. Except as set forth in Schedule 6.22, the Leases reflected therein are, as of the date of inclusion of the applicable Pool Property in the Pool Availability, in full force and effect in accordance with their respective
terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and, except as reflected in Schedule 6.22, neither the
Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower,
there is no basis for any such claim or notice of default by any tenant. Except as reflected in Schedule 6.22, no property, other than the Pool Property which is the subject of the applicable Lease, is necessary to comply with the
requirements (including, without limitation, parking requirements) contained in such Lease. 

§6.23    Property. 

Subject to Schedule 6.23 and the property condition reports for the Initial Pool Properties delivered to the Agent on or before the Closing Date,
(i) all of the Pool Properties, and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, (ii) all of the other Real
Estate of the Borrower, the Guarantors and their respective Subsidiaries is structurally sound, in good condition and working order, subject to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant
and where such defects have not had and could not reasonably be expected to have a Material Adverse Effect, (iii) the Real Estate, and the use and operation thereof, is in material compliance with all applicable federal and state law and
governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic
preservation and protection, wetlands and tidelands (but excluding for purposes of this §6.23, Environmental Laws) except where a failure to so comply as to Real Estate other than the Pool Properties has not and could not reasonably be expected
to have a Material Adverse Effect, (iv) all water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Pool Properties are installed to the property lines of the Pool Properties through dedicated
public rights of way or through perpetual private easements 

  
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approved by the Agent and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with
Applicable Law, (v) the streets abutting the Pool Properties are dedicated and accepted public roads, to which the Pool Properties have direct access (or indirect access via recorded easements that are insured without exception pursuant to the
related Title Policy) by trucks and other motor vehicles and by foot, or are perpetual private ways (with direct access by trucks and other motor vehicles and by foot to public roads) to which the Pool Properties have direct access approved by the
Agent (or indirect access via recorded easements that are insured without exception pursuant to the related Title Policy), (vi) sufficient private ways providing access to the Pool Properties are zoned in a manner which will permit access to the
Building over such ways by trucks and other commercial and industrial vehicles, (vii) there are no unpaid or outstanding real estate or other taxes or assessments on or against any of the Real Estate which are payable by the Borrower, any
Guarantor or any of their respective Subsidiaries (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement), (viii) each Real Estate asset is separately assessed for
purposes of real estate tax assessment and payment, (ix) there are no unpaid or outstanding real estate or other taxes or assessments on or against any other property of the Borrower, the Guarantors or any of their respective Subsidiaries which
are payable by any of such Persons in any material amount (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement), (x) there are no pending, or to the knowledge of
the Borrower, threatened or contemplated, eminent domain proceedings against any Pool Property or any material portion of any other Real Estate, (xi) none of the Pool Property or any material portion of any other Real Estate is now damaged as a
result of any fire, explosion, accident, flood or other casualty, (xii) none of the Borrower, the Guarantors or any of their respective Subsidiaries has received any outstanding notice from any insurer or its agent requiring performance of any
work with respect to any of the Real Estate or canceling or threatening to cancel any policy of insurance, and each of the Real Estate assets complies with the material requirements of all of the Borrower’s, Guarantors’ and their
respective Subsidiaries’ insurance carriers, (xiii) no person or entity has any right or option to acquire any Real Estate or any Building thereon or any portion thereof or interest therein, except for certain tenants of such Real Estate
not constituting Pool Properties pursuant to the terms of their Leases and tenants in common under applicable tenant in common agreements, (xiv) neither the Borrower nor any Subsidiary Guarantor is a party to any Management Agreements for any
of the Pool Properties except as has been delivered to Agent, (xv) to the best knowledge of the Borrower and any Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Pool Property or its
operation by any party to any service agreement or Management Agreement, and (xvi) there are no material agreements not otherwise terminable upon 30 days’ notice pertaining to any Pool Property, any Building thereon or the operation or
maintenance of either thereof other than as described in this Agreement (including the Schedules hereto) or the Title Policies. 

§6.24    Brokers. 

None of REIT, the Borrower nor any of their respective Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection with
this Agreement or the Loans contemplated hereunder. 
  

  
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 §6.25    Other Debt. 

As of the date of this Agreement, (a) none of the Borrower, any Guarantor nor any of their respective Subsidiaries is in default of (i) the payment
of any Indebtedness, the performance of any related agreement, mortgage, deed of trust, security agreement, financing agreement or indenture to which any of them is a party, and (b) no Indebtedness of the Borrower, any Guarantor or any of their
respective Subsidiaries has been accelerated. Neither the Borrower nor any Guarantor is a party to or bound by any agreement, instrument or indenture that may require the subordination in right or time or payment of any of the Obligations to any
other indebtedness or obligation of the Borrower or any Guarantor. Schedule 6.25 hereto sets forth all agreements, mortgages, deeds of trust, financing agreements or other material agreements binding upon the Borrower and each Guarantor or
their respective properties and entered into by the Borrower and/or such Guarantor as of the date of this Agreement with respect to any Indebtedness of the Borrower or any Guarantor in an amount greater than $1,000,000.00, and the Borrower has
provided the Agent with such true, correct and complete copies thereof as Agent has requested. 

§6.26    Solvency. 

As of the date of this Agreement and as of
the closing of the Merger and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder and any loans to be provided in connection with the Merger, neither the Borrower nor
any Guarantor is insolvent on a balance sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities, the Borrower and each Guarantor is able to pay its debts as they become due, and the Borrower and
each Guarantor has sufficient capital to carry on its business. 
 §6.27    No Bankruptcy Filing.

 Neither the Borrower nor any Guarantor is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or
for the liquidation of its assets or property, and the Borrower has no knowledge of any Person contemplating the filing of any such petition against
it or any Guarantor. 

§6.28    No Fraudulent Intent. 

Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is
being undertaken by the Borrower, any Guarantor or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter
become indebted. 
 §6.29    Transaction in Best Interests of Borrower and Guarantors; Consideration. 

The transaction evidenced by this Agreement and the other Loan Documents is in the best interests of the Borrower, each Guarantor and their respective
Subsidiaries. The Borrower and the Guarantors are engaged in common business enterprises related to those of the Borrower and each Guarantor will derive substantial direct and indirect benefit from the effectiveness and existence of this Agreement.
The direct and indirect benefits to inure to the Borrower, each Guarantor and their respective Subsidiaries pursuant to this Agreement and the other Loan Documents constitute substantially more than “reasonably equivalent value” (as such
term is used in §548 of the 

  
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Bankruptcy Code) and “valuable consideration,” “fair value,” and “fair consideration,” (as such terms are used in any applicable state fraudulent conveyance law), in
exchange for the benefits to be provided by the Borrower, the Guarantors and their respective Subsidiaries pursuant to this Agreement and the other Loan Documents, and but for the willingness of each Guarantor to guaranty the Loan, the Borrower
would be unable to obtain the financing contemplated hereunder which financing will enable the Borrower, each Guarantor and their respective Subsidiaries to have available financing to conduct and expand their business. 

§6.30    Contribution Agreement. 

The Borrower and the Guarantors have executed and delivered the Contribution Agreement, and the Contribution Agreement constitutes the valid and legally
binding obligations of such parties enforceable against them in accordance with the terms and provisions thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

 §6.31    Representations and Warranties of Guarantors. 

Borrower has no knowledge that any of the representations or warranties of the Guarantors contained in any Loan Document to which such Guarantor is a party are
untrue or inaccurate in any material respect. 
 §6.32    OFAC. 

None of the Borrower, any Guarantor, nor any of such Persons’ respective Subsidiaries, or any of such Persons’ respective directors (other than any
independent or outside directors), officers, or, to the knowledge of Borrower or
ParentREIT, any independent or outside directors, employees, agents, advisors or Affiliates of Borrower or any Guarantor (a) is (or will be) a Person: (i) that is, or is owned or controlled by Persons that are:
(x) the subject or target of any Sanctions Laws and Regulations or (y) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Laws and Regulations, including, without limitation
Crimea, Cuba, Iran, North Korea, Sudan and Syria or (ii) with whom any Lender is restricted from doing business under OFAC (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute,
executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and (b) is not and shall not
engage in any dealings or transactions or otherwise be associated with Person (any such Person, a “Designated Person”). In addition, the Borrower hereby agrees to provide to the Lenders any additional information that a Lender deems
reasonably necessary from time to time in order to ensure compliance with all Applicable Laws (including, without limitation, any Sanctions Laws and Regulations) concerning money laundering and similar activities. Neither Borrower, any Guarantor,
nor any Subsidiary, director (other than any independent or outside directors) or officer of Borrower, any Guarantor or, to the knowledge of Borrower or REIT, any outside or independent director, Affiliate, agent or employee of Borrower or any
Guarantor, has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws or regulations in any applicable jurisdiction, including without limitation, any Sanctions Laws and
Regulations. 

  
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 §6.33    Ground Lease. 

(a)    Each Ground Lease contains the entire agreement of the Borrower or the Subsidiary Guarantors and the applicable
owner of the fee interest in such Pool Property (the “Fee Owner”), Fee Owner, pertaining to the Pool Property covered thereby. The Borrower and the Subsidiary Guarantors have no estate, right, title or interest in or to the Pool Property
except under and pursuant to the Ground Lease. The Borrower has delivered a true and correct copy of the Ground Lease to the Agent and the Ground Lease has not been modified, amended or assigned, with the exception of written instruments that have
been recorded in the applicable real estate records and referenced in the Title Policy for such Pool Property. 

(b)    The applicable Fee Owner is the exclusive fee simple owner of the Pool Property, subject only to the Ground Lease
and all Liens and other matters disclosed in the applicable Title Policy for such Pool Property subject to the Ground Lease, and the applicable Fee Owner is the sole owner of the lessor’s interest in the Ground Lease. 

(c)    There are no rights to terminate the Ground Lease other than the applicable Fee Owner’s right to terminate by
reason of default, casualty, condemnation or other reasons, in each case as expressly set forth in the Ground Lease. 

(d)    Each Ground Lease is in full force and effect and, to Borrower’s knowledge, no breach or default or event
that with the giving of notice or passage of time would constitute a breach or default under any Ground Lease (a “Ground Lease Default”) exists or has occurred on the part of a Borrower or a Subsidiary Guarantor or on the part of a Fee
Owner under any Ground Lease. All base rent and additional rent, if any, due and payable under each Ground Lease has been paid through the date hereof and neither Borrower nor any Subsidiary Guarantor is required to pay any deferred or accrued rent
after the date hereof under any Ground Lease. Neither Borrower nor a Subsidiary Guarantor has received any written notice that a Ground Lease Default has occurred or exists, or that any Fee Owner or any third party alleges the same to have occurred
or exist. 
 (e)    The Borrower or applicable Subsidiary Guarantor is the exclusive owner of the ground lessee’s
interest under and pursuant to each Ground Lease and has not assigned, transferred or encumbered its interest in, to, or under the Ground Lease, except to Agent under the Loan Documents. 

§6.34    Service Guarantees. 

Except as may be approved by Agent prior to inclusion of any Real Estate as a Pool Property as set forth in Schedule 6.34, as of the Closing Date, no
tenant or licensee under any Data Center Lease has at any time during the operation of such Data Center Property been entitled to any free rent, partial rent, rebate of rent payments, credit, offset, deduction in rent or a termination right because
of any failure by the Borrower or any Subsidiary Guarantor to provide special data center 

  
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services to the tenants or licensees including, without limitation, internet service, electrical power, or humidity or temperature control. As of the date of inclusion of a Data Center Asset as a
Pool Property, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower or a Subsidiary Guarantor to any tenant or licensee has already been received by such tenant
or licensee and all security deposits are being held in accordance with legal requirements. 

§6.35    Healthcare Representations. 

(a) Each Pool Property (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool
Properties where Operator is required by Applicable Laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all
other Applicable Laws including without limitation (A) health and fire safety codes, including quality and safety standards, (B) those relating to the prevention of fraud and abuse, (C) government payment program requirements and
disclosure of ownership and related information requirements, (D) requirements of applicable Governmental Authorities, including those relating to the Pool Properties’ physical structure, environment, quality and adequacy of medical care
and licensing, and (E) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool Properties. There is no existing, pending or to Borrower’s knowledge, threatened in writing, revocation,
suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program, other than those which have been disclosed to Agent, if any. 

(b)    All Primary Licenses and Permits necessary for using and operating the Pool Properties are either held by, or will
be held by Borrower, the applicable Subsidiary Guarantor, or the applicable Operator, as required under Applicable Laws, and are in full force and effect. 

(c)    Except as set forth on Schedule 6.35 hereof, to Borrower’s knowledge, with respect to any of the Pool
Properties, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or
suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse
impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for
services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued
participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or
(v) which could result in the appointment of a receiver. 

  
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 (d)    With respect to any Pool Property, except as set forth on
Schedule 6.22, (i) there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws, (ii) no Pool Property has received a notice of violation at a level that under
Applicable Laws requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool Property, and (iii) to
Borrower’s knowledge, no Operator currently has any violation, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Pool
Property, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool
Property’s, or any Operator’s, certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses (i) through (iv), reasonably likely to
result in a Material Adverse Effect. 
 (e)    With respect to any Pool Property, there are no current, pending or
outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Pool Property that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of
any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on Borrower, any Subsidiary Guarantor or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s
programs. 
 §6.36    Intellectual Property. 

The Borrower and the Guarantors own or have the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks,
trademark rights, trade names, trade name rights, trade secrets and copyrights, if any, necessary to the conduct of its businesses, without known conflict with any patent, license, franchise, trademark, trade secret, trade name, copyright, or other
proprietary right of any other Person. 
 §6.37    Labor Matters. 

Except as, in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor
disputes against BorrowerREIT or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees of the
BorrowerREIT or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable requirement of law dealing with such matters; and (c) all payments due from BorrowerREIT or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the
BorrowerREIT or such Subsidiary. 
 §6.38    Pool Properties. 

Each of the Pool Properties included by the Borrower in calculation of the compliance of the covenants set forth in §9 satisfies all of the requirements
contained in this Agreement for the same to be included therein. 

  
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 §7.     AFFIRMATIVE COVENANTS. 

The Borrower covenants and agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any Lender has any obligation to make
any Loans or issue Letters of Credit: 
 §7.1    Punctual Payment. 

The Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans and all interest and fees provided for in this Agreement,
all in accordance with the terms of this Agreement and the Notes, as well as all other sums owing pursuant to the Loan Documents. 

§7.2    Maintenance of Office. 

The Borrower and each Guarantor will maintain their respective chief executive office at Two Urban Center, 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida
33609, or at such other place in the United States of America as the Borrower or any Guarantor shall designate upon thirty (30) days prior written notice to the Agent and the Lenders, where notices, presentations and demands to or upon the
Borrower or such Guarantor in respect of the Loan Documents may be given or made. 
 §7.3    Records and
Accounts. 
 The Borrower and each Guarantor will (a) keep, and cause each of their respective Subsidiaries to keep true and accurate records and
books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties and the
properties of their respective Subsidiaries, contingencies and other reserves. Neither the Borrower, any Guarantor nor any of their respective Subsidiaries shall, without the prior written consent of the Agent, (x) except as may be required by
GAAP or by law, make any material change to the accounting policies/principles used by such Person in preparing the financial statements and other information described in §6.4 or §7.4, or (y) change its fiscal year. Agent and the
Lenders acknowledge that REIT’s fiscal year is a calendar year. 
 §7.4    Financial Statements,
Certificates and Information. 
 The Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders: 

(a)    (i) within fifteen (15) days of the filing of REIT’s Form 10-K
with the SEC, but in any event not later than one hundred twenty (120) days after the end of each calendar year, the audited consolidated balance sheet of REIT and its Subsidiaries at the end of such year, and the related audited consolidated
statements of income, changes in capital and cash flows for such year, setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a
certification by the chief financial officer or chief accounting officer of REIT, on its behalf, that the information contained in such financial statements fairly presents the financial position of REIT and its Subsidiaries, and accompanied by an
auditor’s report prepared without qualification as to the scope of the audit by a nationally recognized accounting firm reasonably approved by Agent, and (ii) within a reasonable period of time following request therefor, any other
information the Lenders may reasonably request to complete a financial analysis of REIT and its Subsidiaries; 

  
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 (b)    within fifteen (15) days of the filing of REIT’s Form 10-Q with the SEC, if applicable, but in any event not later than sixty (60) days after the end of each calendar quarter of each year, copies of the unaudited consolidated balance sheet of REIT and its
Subsidiaries, at the end of such quarter, and the related unaudited consolidated statements of income, unaudited consolidated balance sheet and cash flows for the portion of REIT’s fiscal year then elapsed, all in reasonable detail and prepared
in accordance with GAAP, together with a certification by the chief financial officer or chief accounting officer of REIT, on its behalf, that the information contained in such financial statements fairly presents the financial position of REIT and
its Subsidiaries on the date thereof (subject to year-end adjustments); 

(c)    simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above,
(i) a statement (a “Compliance Certificate”) certified by the chief financial officer or chief accounting officer of REIT, on its behalf, in the form of Exhibit K hereto (or in such other form as the Agent may approve from time
to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §8.1(i), §8.3(h)-(k) and §9 and the
other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date, and (ii) to the extent that the relevant financial information has been delivered from each
tenant of a Pool Property to BorrowerREIT or its Subsidiaries during the relevant period, a calculation of EBITDAR and a rent coverage ratio calculation for each tenant of a Pool Property based on the financial information that has been delivered from
such tenant to BorrowerREIT or its Subsidiaries during the relevant period. Borrower shall submit with the Compliance Certificate a Pool Certificate in the form of Exhibit J attached hereto (a “Pool Certificate”) pursuant
to which the Borrower shall calculate the amount of the Pool Value and the Pool Availability as of the end of the immediately preceding calendar quarter. All income, expense and value associated with Real Estate or other Investments acquired or
disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Funds from Operations and Net Operating Income for such calendar quarter,
including, without limitation, Net Operating Income for each of the Pool Properties, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to
the Agent, together with a certification by the chief financial officer or chief accounting officer, on its behalf, that the information contained in such statement fairly presents the Funds from Operations and Net Operating Income, including,
without limitation, the Net Operating Income of each of the Pool Properties, for such periods; 

(d)    simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement
of all contingent liabilities involving amounts of $1,000,000.00 or more of the REIT and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties,
endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); 

(e)    simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above,
(i) a Rent Roll for each of the Pool Properties and a summary thereof 

  
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 in form satisfactory to Agent as of the end of each calendar quarter (including the fourth calendar quarter
in each year), together with a listing of each tenant that has taken occupancy of such Pool Property during each calendar quarter (including the fourth calendar quarter in each year), (ii) an operating statement for each of the Pool Properties for
each such calendar quarter and year to date and a consolidated operating statement for the Pool Properties for each such calendar quarter and year to date (such statements and reports to be in form reasonably satisfactory to Agent), (iii) prior to
the Release of Security Date, a copy of each Lease or amendment to any Lease entered into with respect to a Pool Property during such calendar quarter (including the fourth calendar quarter in each year), and (iv) evidence reasonably required
by Agent to determine compliance with the covenants contained in §9 and the other covenants described in such certificate; 

(f)    simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a
statement (i) listing the Real Estate owned by REIT, the Borrower and their respective Subsidiaries (or in which REIT, the Borrower or any of their respective Subsidiaries owns an interest) and stating the location thereof, the date acquired
and the acquisition cost, and (ii) listing the Indebtedness of REIT, the Borrower and their respective Subsidiaries (excluding Indebtedness of the type described in §8.1(b)-(e)), which statement shall include, without limitation, a
statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such
Indebtedness is Recourse Indebtedness, Non-Recourse Indebtedness, Secured Debt or Unsecured Debt; 

(g)    contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or
proxy statements sent to the owners of the Borrower or REIT; 
 (h)    promptly following Agent’s request, after
they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and,
REIT and any Guarantor; 

(i)    promptly upon the filing hereof, copies of any registration statements (other than the exhibits thereto and any
registration statements on Form S-8 or its equivalent) and any annual, quarterly or monthly reports and other statements and reports which the Borrower or REIT shall file with the SEC; 

(j)    notice of any audits pending or threatened in writing with respect to any tax returns filed by the Borrower or,
REIT or any Guarantor promptly following notice of such audit; 

(k)    evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Pool Properties
following payment thereof; 
 (l)    with respect to any Real Estate that is not a Pool Property, the most recent
Appraisal of such Real Estate promptly upon finalization thereof; 
 (m)    promptly upon receipt thereof, copies of
any and all notices of default under any loan document securing or evidencing a mortgage loan made to the BorrowerREIT or any of its Subsidiaries secured by a Lien on Real Estate, if such mortgage loan
(i) constitutes Recourse Indebtedness, (ii) constitutes Indebtedness and individually or in the aggregate has an outstanding principal balance in excess of $30,000,000.00, or (iii) has been accelerated; 

  
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 (n)    within five (5) Business Days of receipt, copies of any
written claim made with respect to any Non-Recourse Exclusion; 
 (o)    upon
Agent’s or any Lender’s written request (with such request to be made by a Lender by and through Agent), financial information for tenants of the Pool Properties that has been delivered to REIT, the Borrower or their respective
Subsidiaries pursuant to the terms of a Lease; 
 (p)    without limiting the terms of §2.11 and §2.12, a
completed and executed Beneficial Ownership Certification if requested by the Agent or any Lender at any time Agent or such Lender determines that it is required by law to obtain such certification; and 

(q)    from time to time such other financial data and information in the possession of REIT, the Borrower or their
respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against REIT, the Borrower or any of their respective Subsidiaries and any settlement discussions relating thereto (to
the extent that disclosure of any such letters, litigation or investigation status or settlement discussions would not waive any applicable privilege), property inspection and environmental reports and information as to zoning and other legal and
regulatory changes affecting the
BorrowerREIT or any of its Subsidiaries) as the Agent may reasonably request. 
 The Borrower shall reasonably cooperate with
the Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower to
the Agent and the Lenders (collectively, “Information Materials”) pursuant to this Section and the Borrower shall designate Information Materials (a) that are either available to the public or not material with respect to the BorrowerREIT and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as
“Private Information.” Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Lenders provided that such material is in a format reasonably acceptable to Agent, and such material
shall be deemed to have been delivered to Agent and the Lenders upon Agent’s receipt thereof. Upon the request of Agent, the Borrower shall deliver paper copies thereof to Agent and the Lenders. The Borrower and the Guarantors authorize Agent,
the Joint Arrangers, and the Bookrunner to disseminate any such materials, including without limitation the Information Materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system (an “Electronic
System”). Any such Electronic System is provided “as is” and “as available.” The Agent, the Joint Arrangers, and the Bookrunner do not warrant the adequacy of any Electronic System and expressly disclaim liability for errors
or omissions in any notice, demand, communication, information or other material provided by or on behalf of Borrower that is distributed over or by any such Electronic System (“Communications”). No warranty of any kind, express, implied
or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by
Agent, the Joint Arrangers, or the Bookrunner in connection with the Communications or the Electronic System. In no event shall the Agent, the Joint Arrangers, the Bookrunner or any of their directors, officers, employees, agents or attorneys have
any liability to the Borrower or the Guarantors, any Lender or any other Person for damages of any kind, 

  
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 including, without limitation, direct or indirect, special, incidental or consequential damages, losses or
expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Guarantors’, the Agent’s, any Joint Arrangers’ or the Bookrunner’s transmission of Communications through the Electronic System, and the
Borrower and the Guarantors release Agent, the Joint Arrangers, the Bookrunner and the Lenders from any liability in connection therewith, except as to any of the Agent, the Joint Arrangers, the Bookrunner or any Lender for any actual damages (but
specifically excluding any special, incidental, consequential or punitive damages) to the extent arising from the Agent’s, the Joint Arrangers, the Bookrunner or any such Lender’s own gross negligence or willful misconduct as determined by
a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Borrower acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the
BorrowerREIT, its Subsidiaries or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market related activities with respect to such Persons’ securities.
All of the Information Materials delivered by Borrower hereunder shall be deemed to be private information and shall not be shared with such Public Lenders, except for any Information Materials that are (a) filed with a Governmental Authority
and are available to the public, or (b) clearly and conspicuously identified by the Borrower as “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking
Information Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Lenders, the Joint Arrangers, and the Bookrunner to treat such Information Materials as not containing any material non-public information with respect to the
BorrowerREIT, its Subsidiaries, its Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Information Materials constitute
confidential information, they shall be treated as provided in §18.7); (iii) all Information Materials marked “PUBLIC” are permitted to be made available through a portion of any electronic dissemination system designated “Public
Investor” or a similar designation; and (iv) the Agent, the Joint Arrangers, and the Bookrunner shall be entitled to treat any Information Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of
any electronic dissemination system not designated “Public Investor” or a similar designation. 

§7.5    Notices. 

(a)    Defaults. The Borrower will promptly upon becoming aware of same notify the Agent in writing of the
occurrence of any Default or Event of Default, which notice shall describe such occurrence with reasonable specificity and shall state that such notice is a “notice of default”. If any Person shall give any notice of the existence of a
claimed default or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to
which the Borrower, any Guarantor or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the
maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Agent and each of the Lenders, describing the notice or action and the nature of the
claimed default. 

  
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 (b)    Environmental Events. The Borrower will give notice to
the Agent within five (5) Business Days of becoming aware of (i) any potential or known Release, or threat of Release, of any Hazardous Substances in violation of any applicable Environmental Law; (ii) any violation of any
Environmental Law that the Borrower, any Guarantor or any of their respective Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state
or local environmental agency or (iii) any inquiry, proceeding, investigation, or other action, including a written notice from any agency of potential environmental liability, of any federal, state or local environmental agency or board, that
in any case involves (A) a Pool Property, (B) any other Real Estate and could reasonably be expected to have a Material Adverse Effect or (C) prior to the Release of Security Date, the Agent’s liens or security title on the
Collateral pursuant to the Security Documents. 
 (c)    Notification of Claims Against Collateral/Notice of
Material Adverse Events. 
  (i)    Prior to the Release of Security Date, the Borrower will
give notice to the Agent in writing within five (5) Business Days of becoming aware of any material setoff, claims (including, with respect to the Pool Property, environmental claims), withholdings or other defenses to which any of the
Collateral, or the rights of the Agent or the Lenders with respect to the Collateral, are subject. 

 (ii)    Following the Release of Security Date, the Borrower will give notice to the Agent within
five (5) Business Days of becoming aware of any matter, including (i) breach or non-performance of, or any default under, any provision of any security issued by REIT, Borrower or any of their
respective Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between REIT,
Borrower or any of their respective Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting REIT, Borrower or any of their respective Subsidiaries, in
each case that has resulted or could reasonably be expected to result in a Material Adverse Effect. 

(d)    Proposed Sales, Encumbrances, Refinance or Transfer. The Borrower will give notice to the Agent in writing
within five (5) Business Days of any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in §8.3(i) of the Borrower, any Guarantor or their respective Subsidiaries. 

(e)    Notice of Litigation and Judgments. The Borrower will give notice to the Agent in writing within five
(5) Business Days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower, any Guarantor or any of their respective Subsidiaries or to which the Borrower, any
Guarantor or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against the Borrower, any Guarantor or any of their respective Subsidiaries that could either reasonably be expected to cause a Default or
could reasonably be expected to have a Material Adverse Effect and stating the nature and status of such litigation or proceedings. The Borrower will give notice to the Agent, in writing, in form and detail reasonably satisfactory to the Agent and
each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the BorrowerREIT or any of their respective Subsidiaries in an amount in excess of $10,000,000.00.


  
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 (f)    Ground Lease. The Borrower will promptly notify the Agent
in writing of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease. The Borrower will promptly deliver to the Agent
copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Subsidiary Guarantor under a Ground Lease. 

(g)    ERISA. The Borrower will give notice to the Agent within five (5) Business Days after the Borrower or
any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in §4043 of ERISA) with respect to any Guaranteed Pension Plan, Multiemployer Plan or Employee Benefit Plan, or knows
that the plan administrator of any such plan has given or is required to give notice of any such reportable event; (ii) gives a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA; or (iii) receives any
notice from the PBGC under Title IV or ERISA of an intent to terminate or appoint a trustee to administer any such plan. 

(h)    Governmental Authority Notices. The Borrower will give notice to Agent within five (5) Business Days
of receiving any documents, correspondence or notice from any Governmental Authority that regulates the operation of any Pool Property where such document, correspondence or notice relates to threatened or actual change or development that would be
materially adverse or otherwise have a material adverse effect on the Pool Property, Borrower, Guarantor or any operator or tenant of any Pool Property. 

(i)    Service Guarantees. The Borrower will give notice to the Agent within two (2) Business Days after
(i) any failure by Borrower or a Subsidiary Guarantor to provide electrical power or internet service to a tenant or licensee under any Data Center Lease, (ii) any claim by tenants or licensees under a Data Center Lease that they are
entitled, individually or in the aggregate, to free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, or (iii) any failure to provide electrical power or internet service that gives rise to a termination right
under any Data Center Lease. 
 (j)    Notification of Lenders. Within five (5) Business Days after
receiving any notice under this §7.5, the Agent will forward a copy thereof to each of the Lenders, together with copies of any certificates or other written information that accompanied such notice. 

§7.6    Existence; Maintenance of Properties. 

(a)    Except as permitted under §8.4 and §8.8, the Borrower and each Guarantor will and will cause each of
their respective Subsidiaries to preserve and keep in full force and effect their legal existence in the jurisdiction of its incorporation or formation. The Borrower and each Guarantor will preserve and keep in full force all of their rights and
franchises and those of their Subsidiaries, the preservation of which is necessary to the conduct of their business and the failure to have which could reasonably be expected to have a Material Adverse Effect. REIT shall


  
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at all times comply with all requirements and Applicable Laws and regulations necessary to maintain REIT Status and shall continue to receive REIT Status. The REIT may elect to list the common
stock of REIT for trading on NASDAQ, the New York Stock Exchange or another nationally recognized exchange, subject to the prior written approval by Agent of all organizational and other matters related to the listing, and the common stock of REIT
shall at all times after the date of such election be listed for trading and be traded on such nationally recognized exchange unless otherwise consented to by Agent and the Required Lenders.
The BorrowerREIT shall continue to own directly one
hundred percent (100%) of NewCo. NewCo shall continue to own directly not less than ninety-nine and ninety-nine one hundredths percent (99.99%) of CVOP I. Borrower and CVOP I shall continue to own
directly or indirectly one hundred percent (100%) of
thetheir respective Subsidiary Guarantors. 
 (b)    The Borrower and each Guarantor
(i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear
excepted) and supplied with all necessary equipment, and (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof. Without limitation of the obligations of the Borrower and the Guarantors
under this Agreement with respect to the maintenance of the Real Estate, the Borrower and the Guarantors shall promptly and diligently comply with the recommendations of the Environmental Engineer retained by Agent or Borrower, Guarantors or their
respective Subsidiaries concerning the maintenance, operation or upkeep of the Real Estate contained in the building inspection and environmental reports delivered to the Agent or otherwise obtained by the Borrower or any Guarantor with respect to
the Real Estate. 
 §7.7    Insurance; Condemnation. 

(a)    The Borrower and each Subsidiary Guarantor will, at its expense, procure and maintain, or cause to be procured and
maintained, for the benefit of the Borrower, each such Subsidiary Guarantor and the Agent, insurance policies issued by such insurance companies, in such amounts, in such form and substance, and with such coverages, endorsements, deductibles and
expiration dates as are acceptable to the Agent, providing the following types of insurance covering each Pool Property: 

 (i)    Property insurance against loss resulting from events comparable to those insured against
under the Insurance Services Office (“ISO”) “Cause of Loss – Special Form” endorsement, covering each Building and the contents therein of the
Borrower, CVOP I and itstheir respective Subsidiaries in an amount not less than the full insurable replacement value of each Building and the contents therein of the
Borrower, CVOP I and itstheir Subsidiaries
 or such other amount as the Agent may approve, with deductibles not to exceed $25,000.00 for any one occurrence. Coverage shall be provided on a replacement cost basis without coinsurance, or with coinsurance suspended by operation of, an agreed
value provision, and, if requested by the Agent, a contingent liability from operation of building laws endorsement in such scope and amounts as the Agent may require. Full insurable replacement value as used herein means the cost of replacing the
Building (exclusive of the cost of 

  
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excavations, foundations and footings below the lowest basement floor) and the contents therein of the
Borrower, CVOP I and itstheir respective Subsidiaries without deduction for physical depreciation thereof; 

 (ii)    During the course of construction or expansion of any Building, including any renovation
that changes the size or footprint of the existing structure, builder’s risk insurance (which may be arranged in combination with or separate from the Property insurance required by clause (i) above) providing coverage on a completed value
basis for the total value of the work performed including any contingency, without limitation on the basis of any interim reports of value that may be required to be submitted to the insurer, and including coverage for materials and supplies on and
off site and in transit, equipment, machinery and supplies furnished, existing structures, and temporary structures being erected on or near the Pool Property, insuring against causes of loss comparable to the ISO “Causes of Loss – Special
Form” including coverage against collapse, and containing soft costs coverage (including coverage for loss of at least twelve (12) months’ projected income due to delayed occupancy) and, if the Building may become occupied before all
work has been completed, a provision granting permission to occupy for a length of time sufficient to address the projected period from the commencement of such occupancy to the conclusion of all work; 

 (iii)    Property or builder’s risk insurance against loss caused by the perils of
(a) flood, (b) earth movement including earthquake, landslide, subsidence, and sinkhole collapse, (c) terrorism, and (d) breakdown or explosion of boilers, elevators, escalators, heating, ventilation and cooling systems, such perils
to be either included by extension under the Property and Builder’s Risk insurance described in clauses (i) and (ii) above, as applicable, or insured under separate policies. Such insurance shall be provided on a replacement cost basis
without coinsurance, or with coinsurance suspended by operation of an agreed value provision, in amounts sufficient to insure the probable maximum loss value from any one event, as acceptable to Agent. Flood insurance must be maintained for any
Building located at any time in a federally designated “special flood hazard area” (including any Building located in whole or in part in any region identified as Zone A, AO, A1-30, AE, A99, AH, VO, V1-30, VE, V, M or E in a Flood Hazard Boundary Map or Flood Insurance Rate Map published by the Federal Emergency Management Agency) in an amount sufficient to cover the least of (x) the Building’s
insurable replacement value, (y) the amount of the Loan allocated to that Building, or (z) the maximum limit then available for that Building through the National Flood Insurance Program, and any additional amount of flood insurance Agent
may require; 
  (iv)    Rent loss insurance in an amount sufficient to recover at least the total
estimated gross receipts from all sources of income, including without limitation, rental income, for the Pool Property for a twelve (12) month period, for loss of income arising from any cause of loss or peril insured against under the terms
of clauses (i), (ii) and (iii), above, and with an extended period of indemnity option for a period of not less than 90 days following restoration of insured damage to the Pool Property; 

 (v)    Commercial general liability insurance on a form comparable to ISO’s standard Commercial
General Liability policy form CG 00 01, insuring against claims of bodily injury, property damage, personal and advertising injury, contractual liability, premises-operations and completed operations, all on an occurrence basis if commercially
available, with 

  
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such additional coverages as the Agent may reasonably request, with a general aggregate limit of not less than $2,000,000.00, a completed operations aggregate limit of not less than
$2,000,000.00, and a combined single “per occurrence” limit of not less than $1,000,000.00 for bodily injury and property damage; 

 (vi)    During the course of construction, expansion, renovation or repair of any improvements on
the Pool Property, the general contractor selected to oversee such improvements shall provide commercial general liability insurance comparable to ISO’s standard Commercial General Liability policy CG 00 01, insuring against claims of bodily
injury, property damage, personal and advertising injury, contractual liability, premises-operations and completed operations, all on an occurrence basis if commercially available, naming Borrower, CVOP I or their respective Subsidiaries (and, to the extent obtainable, Agent) as an
additional insured for both ongoing operations and completed operations, such completed operations coverage to be maintained for the benefit of the additional insured parties for a period of not less than two years following completion of the work,
with a general aggregate limit of not less than $2,000,000.00 per project or location, a completed operations aggregate limit of not less than $2,000,000.00, and a combined single “per occurrence” limit of not less than $1,000,000.00 for
bodily injury and property damage, and an umbrella or excess liability policy providing not less than $5,000,000.00 of additional limits per occurrence and in the aggregate; 

 (vii)    Employer’s liability insurance with respect to Borrower’s employees (or if the
Borrower have no employees, with respect to the employees of the managers under the Management Agreements); 

 (viii)    Umbrella/excess liability insurance with limits of not less than $25,000,000.00 to be in
excess of the limits of the insurance required by clauses (v) and (vii) above, with coverage of the lead umbrella/excess policy and any additional excess policy to be at least as broad as the primary coverages of the insurance required by
clauses (v) and (vii) above. All such policies shall include defense coverage obligations; 

 (ix)    Workers’ compensation insurance for all employees of the BorrowerREIT or its Subsidiaries engaged on or with respect to the Pool Property with limits as required by Applicable Law (or if Borrower have no employees, for all employees of the managers under the Management Agreements);
and 
  (x)    Such other insurance in such form and in such amounts as may from time to
time be reasonably required by the Agent against other insurable hazards and casualties which at the time are commonly insured against in the case of properties of similar character and location to the Pool Property. 

The Borrower, CVOP or their
respective subsidiaries shall pay all premiums on insurance policies. The insurance policies with respect to all Pool Properties provided for in clauses (v), (vi) and (viii) above shall name
the Agent and each Lender as an additional insured and loss payee and shall contain a cross liability/severability provision. The Borrower shall deliver certificates of insurance evidencing all such policies to the Agent, and the Borrower shall
promptly furnish to the Agent all renewal notices and evidence that all premiums or portions thereof then due and payable have been paid. Borrower agrees to instruct Borrower’s insurance agent or broker


  
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to provide to Agent a duplicate original or certified copy of the insurance policies required hereunder promptly after the original policy is received by the insurance agent or broker. Not less
than ten (10) days prior to the expiration date of the policies, the Borrower shall deliver to the Agent evidence of renewal or replacement coverage, as may be satisfactory to the Agent, and Borrower shall instruct Borrower’s insurance
agent or broker to provide duplicate originals or certified copies of renewal policies to Agent within thirty (30) Business Days after the renewal date of such policies. 

(b)    All polices of Property, Builder’s Risk, Flood, Earthquake, Terrorism, and Boiler & Machinery
insurance required by this Agreement shall contain clauses or endorsements to the effect that (i) no acts or omission of the
Borrower, CVOP I or any Subsidiaryof their respective Subsidiaries or anyone acting for the Borrower, CVOP
I or any of their respective Subsidiary (including, without limitation, any representations made in the procurement of such insurance), which might otherwise result in a forfeiture of such insurance or any part thereof, no occupancy or use
of the Real Estate for purposes more hazardous than permitted by the terms of the policy, and no foreclosure or any other change in title to the Real Estate or any part thereof, shall affect the validity or enforceability of such insurance insofar
as the Agent is concerned, and (ii) such policies shall not be canceled or terminated prior to the scheduled expiration date thereof without the insurer thereunder giving at least thirty (30) days prior written notice to the Agent;
provided, however, that only ten (10) days prior written notice to Agent shall be required if such cancellation or termination is due to non-payment of any insurance premium. All policies of insurance
required by this Agreement shall provide that (i) the insurer waives any right of set off, counterclaim, subrogation, or any deduction in respect of any liability of the
Borrower, CVOP I or any Subsidiaryof their respective Subsidiaries and the Agent, (ii) Borrower’s, CVOP I’s or any Subsidiary’s insurance is primary and without right of contribution from any other insurance which may be available to Agent or Lenders, and (iii) that the Agent or the Lenders shall not be liable for any premiums
thereon or subject to any assessments thereunder. 
 (c)    The insurance required by this Agreement may be
effected through a blanket policy or policies covering additional locations and property of the Borrower or CVOP I and other Persons not included in the Pool Properties, provided that such blanket policy or policies comply with all of the terms and provisions of this §7.7, including, without limitation, the Agent’s
determination based on a review of the schedule of locations and values that the amount of such coverage is sufficient in light of the other risks and properties insured under the blanket policy. 

(d)    All policies of insurance required by this Agreement shall be issued by companies licensed to do business, either
on an admitted or a surplus lines basis, in the State where the policy is issued and also in the States where the Real Estate is located and shall be issued by companies having a rating in Best’s Key Rating Guide of at least “A” and a
financial size category of at least “X” or such other ratings as Agent may specifically approve in writing. 

(e)    Neither the
Borrower, CVOP I nor any Subsidiary Guarantorof their respective
Subsidiaries shall carry separate insurance, concurrent in kind or form or contributing in the event of loss, with any insurance required under this Agreement unless such insurance complies with
the terms and provisions of this §7.7. 

  
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 (f)    In the event of any loss or damage to or Taking of any Pool
Property, the Borrower or the applicable Guarantor shall give prompt written notice to the insurance carrier and the Agent. Each of the Borrower and the Guarantors hereby irrevocably authorizes and empowers the Agent, at the Agent’s option and
in the Agent’s sole discretion or at the request of the Required Lenders in their sole discretion, as its attorney in fact, to make proof of such loss, to adjust and compromise any claim under insurance policies, or as a result of a Taking, to
appear in and prosecute any action arising from such insurance policies, or as a result of a Taking, to collect and receive Insurance Proceeds and Condemnation Proceeds, and to deduct therefrom the Agent’s reasonable expenses incurred in the
collection of such Insurance Proceeds and Condemnation Proceeds; provided, however, that so long as no Default or Event of Default has occurred and is continuing and so long as the Borrower or any Guarantor shall in good faith diligently pursue such
claim, the Borrower or such Guarantor may make proof of loss and appear in any proceedings or negotiations with respect to the adjustment of such claim, except that the Borrower or such Guarantor may not settle, adjust or compromise any such claim
without the prior written consent of the Agent, which consent shall not be unreasonably withheld or delayed; provided, further, that the Borrower or such Guarantor may make proof of loss and adjust and compromise any claim under casualty insurance
policies which is in an amount less than $750,000.00 so long as no Default or Event of Default has occurred and is continuing and so long as the Borrower or such Guarantor shall in good faith diligently pursue such claim. The Borrower and each
Guarantor further authorize the Agent, at the Agent’s option, subject to clause (g) below, to (i) apply the balance of such Insurance Proceeds and Condemnation Proceeds to the payment of the Obligations whether or not then due, or
(ii) if the Agent shall require the reconstruction or repair of the Pool Property, to hold the balance of such proceeds as trustee to be used to pay taxes, charges, sewer use fees, water rates and assessments which may be imposed on the Pool
Property and the Obligations as they become due during the course of reconstruction or repair of the Pool Property and to reimburse the Borrower or such Guarantor, in accordance with such terms and conditions as the Agent may prescribe, for, or to
pay directly, the costs of reconstruction or repair of the Pool Property, and upon completion of such reconstruction or repair to pay any excess Insurance Proceeds to the
Borrower or such Guarantor, provided that (i) upon completion of such
reconstruction or repair, such Pool Property is in compliance with all applicable state, federal and local laws, ordinances and regulations, including, without limitation, all building and zoning laws, ordinances and regulations and (ii) no
Defaults, or Events of Default exist or are continuing under this Agreement on the date of such payment to the Borrower or such
Guarantor. 
 (g)    Notwithstanding the foregoing, the
Agent shall make net Insurance Proceeds and Condemnation Proceeds available to the Borrower or such Guarantor to reconstruct and repair the Pool Property, in accordance with such terms and conditions as the Agent may prescribe in the Agent’s
discretion for the disbursement of the proceeds, provided that (i) the cost of such reconstruction or repair is not estimated by the Agent to exceed twenty-five percent (25%) of the replacement cost of the damaged Building (as reasonably
estimated by the Agent), (ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower or such Guarantor shall have provided to the Agent additional cash security in an amount equal to the amount reasonably
estimated by the Agent to be the amount in excess of such proceeds which will be required to complete such repair or restoration, (iv) the Agent shall have approved the plans and specifications, construction budget, construction contracts, and
construction schedule for such repair or restoration and reasonably determined that the repaired or restored Pool Property will provide the Agent with adequate security for the Obligations (provided that the Agent shall not


  
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disapprove such plans and specifications if the Building is to be restored to substantially its condition immediately prior to such damage), (v) the Borrower or such Guarantor shall have
delivered to the Agent written agreements binding upon the Major Tenants and not less than ninety percent (90%) of the remaining tenants or other parties having present or future rights to possession of any portion of the affected Pool Property or
having any right to require repair, restoration or completion of the Pool Property or any portion thereof (determined by reference to those tenants that are not Major Tenants and that in the aggregate occupy or have rights to occupy not less than
ninety percent (90%) of the Net Rentable Area of the Building so damaged, excluding the portion leased by the Major Tenants), agreeing upon a date for delivery of possession of the Pool Property or their respective portions thereof, to permit time
which is sufficient in the judgment of the Agent for such repair or restoration and approving the plans and specifications for such repair or restoration, or other evidence satisfactory to the Agent that none of such tenants or other parties may
terminate their Leases as a result of such casualty or as a result of having a right to approve the plans and specifications for such repair or restoration and prior to the exhaustion of expiration of any rental loss insurance coverage,
(vi) the Agent shall reasonably determine that such repair or reconstruction can be completed prior to the earlier to occur of the Revolving Credit Maturity Date or the Term Loan Maturity Date, (vii) the Agent shall receive evidence
reasonably satisfactory to it that any such restoration, repair or rebuilding complies in all respects with any and all applicable state, federal and local laws, ordinances and regulations, including without limitation, zoning laws, ordinances and
regulations, and that all required permits, licenses and approvals relative thereto have been or will be issued in a manner so as not to materially impede the progress of restoration, (viii) the Agent shall receive evidence reasonably
satisfactory to it that the insurer under such policies of fire or other casualty insurance does not assert any defense to payment under such policies against the Borrower, any Guarantor or the Agent, and (ix) with respect to any Taking, Agent
shall determine that following such repair or restoration there shall be no more than the lesser of (i) a ten percent (10%) reduction in occupancy or rental income from the Pool Property so affected by such specific condemnation or taking
(excluding any proceeds from rental loss insurance or proceeds from such award allocable to rent) or (ii) a ten percent (10%) reduction in occupancy or in rental income from all of the Pool Properties (excluding any proceeds from rental loss
insurance or proceeds of such award allocable to rent), after giving effect to the current condemnation or taking and any previous condemnations or takings which may have occurred (provided that in no event shall any such reduction result in a
violation of §9.1, §9.8, §9.9, §9.10, §9.11 or §9.12 on a pro forma basis after giving effect to such reduction). Any excess Insurance Proceeds shall be paid to the Borrower or such Guarantor, or if a Default or Event of Default has occurred and is continuing,
such proceeds shall be applied to the payment of the Obligations, unless in either case by the terms of the applicable insurance policy the excess proceeds are required to be returned to such insurer. Any excess Condemnation Proceeds shall be
applied to the payment of the Obligations. In no event shall the provisions of this section be construed to extend the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, or to limit in any way any right or remedy of the
Agent upon the occurrence of an Event of Default hereunder. If the Pool Property is sold or the Pool Property is acquired by the Agent, all right, title and interest of the Borrower and any Guarantor in and to any insurance policies to the extent
that they relate to the Pool Properties and unearned premiums thereon and in and to the proceeds thereof resulting from loss or damage to the Pool Property prior to the sale or acquisition shall pass to the Agent or any other successor in interest
to the Borrower or such Guarantor or purchaser of the Pool Property.


  
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 (h)    The Borrower, the Guarantors and their respective Subsidiaries
(as applicable) will, at their expense, procure and maintain insurance covering the Borrower, the Guarantors and their respective Subsidiaries (as applicable) and the Real Estate other than the Pool Property in such amounts and against such risks
and casualties as are customary for properties of similar character and location, due regard being given to the type of improvements thereon, their construction, location, use and occupancy. 

(i)    The Borrower and the Guarantors will provide to the Agent for the benefit of the Lenders Title Policies for all of
the Pool Properties of such Person. 
 (j)    Notwithstanding anything herein to the contrary, beginning on the Release
of Security Date and continuing at all times thereafter, the Borrower will no longer be required to comply with the terms and conditions of this §7.7(a)-(i); provided, however, the Borrower will, at its expense, procure and maintain, from a
financially sound and reputable carrier, insurance covering the
BorrowerREIT and its Subsidiaries and the Real Estate in such amounts and against such risks and casualties as is customarily maintained by similar businesses. 

§7.8    Taxes; Liens. 

The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, before the
same shall become delinquent, all taxes, assessments and other governmental charges imposed upon them or upon the Pool Properties or the other Real Estate, sales and activities, or any part thereof, or upon the income or profits therefrom as well as
all claims for labor, materials or supplies that if unpaid might by law become a lien or charge upon any of its property or other Liens affecting any of the Pool Properties or other property of the Borrower, the Guarantors or their respective
Subsidiaries and all non-governmental assessments, levies, maintenance and other charges, whether resulting from covenants, conditions and restrictions or otherwise, water and sewer rents and charges
assessments on any water stock, utility charges and assessments and owner association dues, fees and levies, provided that any such tax, assessment, charge or levy or claim need not be paid if the validity or amount thereof shall currently be
contested in good faith by appropriate proceedings which shall suspend the collection thereof with respect to such property and the Borrower or applicable Subsidiary
Guarantor, CVOP I or their respective Subsidiaries shall not be
subject to any fine, suspension or loss of privileges or rights by reason of such proceeding, neither such property nor any portion thereof or interest therein would be in any danger of sale, forfeiture, loss or suspension of operation by reason of
such proceeding and the Borrower, such Guarantor or any such
SubsidiaryCVOP I or their respective Subsidiaries shall have set
aside on its books adequate reserves in accordance with GAAP (or if such aggregate amount so contested equals or exceeds $100,000 prior to the Release of Security Date, then Borrower shall have deposited with Agent as additional Collateral adequate
reserves as reasonably determined by Agent); and provided, further, that forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor, the Borrower, such Guarantor or any such SubsidiaryCVOP I or their
respective Subsidiaries either (i) will provide a bond issued by a surety reasonably acceptable to the Agent and sufficient to stay all such proceedings or (ii) if no such bond is
provided, will pay each such tax, assessment, charge or levy. Borrower shall promptly upon the written request of the Agent, deliver to the Agent copies of the most recent tax bill and invoices with respect to the taxes, other assessments, levies
and charges described in this §7.8 with respect to the Pool Properties together with and written 

  
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evidence of payment thereof not later than ten (10) Business Days prior to the date upon which such amounts are due and payable unless the same are being contested in accordance with the
terms hereof and the other Loan Documents. 
 §7.9    Inspection of Properties and Books. 

The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at the Borrower’s expense (to
the extent provided for below) and upon reasonable prior notice, to visit and inspect any of the properties of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the rights of tenants under their Leases), to examine the
books of account of the Borrower, any Guarantor and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, any Guarantor and their respective Subsidiaries
with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default
shall have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. The Lenders shall use good faith efforts to coordinate such visits and
inspections so as to minimize the interference with and disruption to the normal business operations of such Persons. 

§7.10    Compliance with Laws, Contracts, Licenses, and Permits. 

The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will
cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its
corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any
of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except
where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or
license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such
Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and
implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such
act. 
 §7.11    Further Assurances. 

The Borrower and each Guarantor will and will cause each of their respective Subsidiaries to, cooperate with the Agent and the Lenders and execute such
further instruments and documents as the Lenders or the Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents. 

  
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 §7.12    Management/Advisor. 

(a)    The Borrower shall not and shall not permit any Subsidiary Guarantor to enter into any Management Agreement with a
third party manager after the date hereof for any Pool Property without the prior written consent of the Agent (which shall not be unreasonably withheld), and after such approval, no such Management Agreement shall be modified in any material
respect or terminated without Agent’s prior written approval, such approval not to be unreasonably withheld. Prior to the Release of Security Date, Agent may condition any approval of a new manager engaged by BorrowerREIT or a Subsidiary with respect to a Pool Property upon the execution and delivery to Agent of a Subordination of Management Agreement. Borrower shall not and shall not permit any Guarantor or other Subsidiary to
increase any management fee payable under a Management Agreement after the date the applicable Real Estate becomes a Pool Property without the prior written consent of the Agent. Notwithstanding anything herein to the contrary, beginning on the
Release of Security Date and continuing at all times thereafter, the Borrower will no longer be required to comply with the terms and conditions of this §7.12(a). 

(b)    Neither the Borrower nor REIT shall replace the Advisor or terminate the Advisory Agreement without the prior
written consent of the Agent (which shall not be unreasonably withheld). In no event shall CVOP I enter into a separate agreement for
advisory services. 
 §7.13    Leases of the
Property. 
 The Borrower and each Guarantor will give notice to the Agent of any proposed new Lease that would be with a Major Tenant within any Pool
Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed
Lease and such other information as the Agent may reasonably request (the “Lease Notice”). Neither the Borrower nor any Guarantor will lease all or any portion of a Pool Property or amend, supplement or otherwise modify, terminate or
cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any
obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to any Lease which is not with a Major Tenant, the Borrower or any
Guarantor may enter into any such Lease, or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations
of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower or Guarantors shall furnish the Agent with executed
copies of all Leases or amendments thereto hereafter made. To the extent the Agent’s approval or consent is required pursuant to this §7.13, Agent’s approval shall be deemed granted in the event the Agent fails to respond to the
Borrower’s request within 

  
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ten (10) Business Days if (A) Borrower has delivered to Agent the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST
WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Agent
does not approve or reject (with a reasonable explanation) the applicable request within ten (10) Business Days from the date Agent receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national
overnight delivery service (e.g., federal express) that the same has been delivered. In the event that any tenant provides a letter of credit as a security deposit or other credit support for a Lease, Borrower shall promptly notify Agent in writing
and at the request of Agent shall cause such letter of credit to name Agent as the beneficiary and to be delivered to Agent, and Borrower shall execute or cause the applicable Subsidiary Guarantor to execute such other documents relating thereto as
Agent may reasonably require. Notwithstanding anything herein to the contrary, beginning on the Release of Security Date and continuing at all times thereafter, the Borrower will no longer be required to comply with the terms and conditions of this
§7.13. 
 §7.14    Business Operations. 

REIT, the Borrower and their respective Subsidiaries shall operate their respective businesses in substantially the same manner and in substantially the same
fields and lines of business as such business is now conducted and in compliance with the terms and conditions of this Agreement and the Loan Documents and contained in that certain Prospectus of REIT dated June 27, 2014 (the
“Prospectus”). Neither REIT nor the Borrower will, and will not permit any Subsidiary to, directly or indirectly, engage in any line of business other than the ownership, operation and development of Data Center Assets and Medical Assets.

 §7.15    Healthcare Laws and Covenants. 

(a)    Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary Guarantor,
and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors (with respect to its operation of the Pool Properties), shall be in compliance in all material
respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in
effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Properties or the provision of services to the occupants of the Pool Properties. Borrower and each Subsidiary
Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators have and
will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws to own and/or operate the Pool Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws).


  
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 (b)    Borrower represents that no Borrower or Subsidiary Guarantor is
(i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative
Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will
promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by
the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such
HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are
or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any
final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such
provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or
any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could
reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any
Subsidiary Guarantor of the then effective provisions of HIPAA. 
 (c)    Borrower shall not, nor shall Borrower permit
any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: 

 (i)    Transfer any Primary Licenses relating to such Pool Property to any location other than to
another Pool Property; 
  (ii)    Amend the Primary Licenses in such a manner that results in a
material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; 

 (iii)    Transfer all or any part of any Pool Property’s units or beds to another site or
location other than to another Pool Property; or 
  (iv)    Voluntarily transfer or encourage the
transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care
or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. 

  
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 (d)    If and when Borrower or a Subsidiary Guarantor participates in
any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and
Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where
expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements
necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or
Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements,
and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. 

(e)    If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing
Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually
provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including
number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto. 

§7.16    Registered Servicemark. 

Without prior written notice to the Agent, except with respect to the trademarks, tradenames, servicemarks or logos listed on Schedule 6.6 hereto, none
of the Pool Properties shall be owned or operated by the Borrower or any Guarantor under any trademark, tradename, servicemark or logo. In the event any of the Pool Properties shall be owned or operated under any tradename, trademark, servicemark or
logo, not listed on Schedule 6.6 hereto prior to the Release of Security Date, Borrower or the applicable Guarantor shall enter into such agreements with Agent in form and substance reasonably satisfactory to Agent, as Agent may reasonably
require to grant Agent a perfected first priority security interest therein and to grant to Agent or any successful bidder at a foreclosure sale of such Pool Property the right and/or license to continue operating such Pool Property under such
tradename, trademark, servicemark or logo as determined by Agent. 
 §7.17    Ownership of Real Estate. 

Without the prior written consent of Agent, all Real Estate and all interests (whether direct or indirect) of REIT, CVOP I or the Borrower in any Real Estate assets now owned or leased or acquired or
leased after the date hereof shall be owned or leased directly by the Borrower, CVOP I or a Wholly Owned Subsidiary of the Borrower or CVOP I; provided, however that the Borrower shall be permitted to own or lease interests in Real Estate through non-Wholly Owned Subsidiaries and Unconsolidated
Affiliates of Borrower as permitted by §8.3. 

  
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 §7.18    Distributions of Income to Borrower and CVOP I. 

The Borrower and CVOP I shall cause all of
itstheir respective Subsidiaries (subject to Applicable Law, the terms of any loan documents under which such Subsidiary is the borrower, and the terms of any organizational documents of a joint venture with a Person that is not an
Affiliate of REIT or, Borrower or CVOP I entered into in the
ordinary course of business) to promptly distribute to the Borrower or CVOP I, as applicable (but not less frequently than once each calendar quarter, unless otherwise approved by the Agent), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating to
or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its debt service, operating expenses, capital
improvements and leasing commissions for such quarter and (b) the establishment of reasonable reserves for the payment of operating expenses not paid on at least a quarterly basis and capital improvements and tenant improvements to be made to
such Subsidiary’s assets and properties approved by such Subsidiary in the course of its business consistent with its past practices. 

§7.19    Plan Assets. 

The Borrower, the Guarantors and each of their respective Subsidiaries will do, or cause to be done, all things necessary to ensure that none of its Real
Estate will be deemed to be Plan Assets at any time. 
 §7.20    Power Generators. 

Borrower and the Subsidiary Guarantors shall pay any fines with respect to its generator use permit in a timely manner and shall not allow any such permits to
terminate due to non-payment of fines or other defaults. 

§7.21    Assignment of Interest Rate Protection. 

In the event that the Borrower shall enter into an interest rate cap, swap, collar or other interest rate protection agreement with a Lender Hedge Provider
(the “Interest Hedge”), then as a condition to the obligations of Borrower with respect thereto constituting Hedge Obligations for the purposes of the Loan Documents, Borrower shall execute and deliver to Agent a collateral assignment of
such Interest Hedge in form and substance reasonably satisfactory to Agent, and shall further deliver such legal opinions as to Borrower, and consents to and acknowledgments of such pledge by the provider of the Interest Hedge, as Agent may
reasonably require. For the avoidance of doubt, unless the provisions of this §7.21 are complied with, no Lender Hedge Provider shall have any right or benefit under or from the Loan Documents or the Collateral. Notwithstanding anything herein
to the contrary, beginning on the Release of Security Date and continuing at all times thereafter, the Borrower will no longer be required to comply with the terms and conditions of this §7.21. 

  
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 §7.22    Material Contracts. 

The Borrower, the Guarantors and their respective Subsidiaries shall perform each and all of their obligations under each Material Contract. Borrower shall
not, and shall not permit aany Subsidiary Guarantor to, directly or
indirectly cause or permit to exist any condition which could result in the termination or cancellation of, or which would relieve the performance of any obligations of any other party thereto under, any Material Contract for all or any portion of
the Pool Properties. 
 §7.23    Sanctions Laws and Regulations. 

The Borrower shall not, directly or indirectly, use the proceeds of the Loans or any Letter of Credit or lend, contribute or otherwise make available such
proceeds to any Guarantor, Subsidiary, Unconsolidated Affiliate or other Person (i) to fund any activities or business of or with any Designated Person, or in any country or territory, that at the time of such funding is itself the subject of
territorial sanctions under applicable Sanctions Laws and Regulations, (ii) in any manner that would result in a violation of applicable Sanctions Laws and Regulations by any party to this Agreement, or (iii) in any manner that would cause
the Borrower, the Guarantors or any of their respective Subsidiaries to violate the United States Foreign Corrupt Practices Act. None of the funds or assets of the Borrower or Guarantors that are used to pay any amount due pursuant to this Agreement
shall constitute funds obtained from transactions with or relating to Designated Persons or countries which are themselves the subject of territorial sanctions under applicable Sanctions Laws and Regulations. Borrower shall maintain policies and
procedures designed to achieve compliance with Sanctions Laws and Regulations. 
 §7.24    Limiting
Agreements. 
 (a)    Neither Borrower, the Guarantors nor any of their respective Subsidiaries shall enter into,
any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting Borrower’s, the Guarantors’ or any of their respective Subsidiaries’ ability to pledge to Agent any of the Pool Properties as
security for the Obligations (provided that a requirement to maintain a pool of unencumbered properties to support other Unsecured Debt permitted by this Agreement shall not violate the foregoing covenant). Borrower will not take, and will not
permit the Guarantors or any of their respective Subsidiaries to take, any action that would impair the right and ability of Borrower, the Guarantors and their respective Subsidiaries to pledge such assets as security for the Obligations without any
such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantors or any of their respective Subsidiaries. 

(b)    Borrower shall, upon demand, provide to the Agent such evidence as the Agent may reasonably require to evidence
compliance with this §7.24, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit the Borrower’s, any Guarantor’s or any Subsidiary’s ability to pledge
any of the Pool Properties as security for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if such Pool Properties are pledged in the future as security for
Indebtedness of the Borrower or any Guarantor. 

  
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 §7.25    More Restrictive Agreements. 

Should the Borrower, the Guarantors or any of their respective Subsidiaries enter into or modify any agreements or documents pertaining to any existing or
future Indebtedness, Debt Offering or Equity Offering, which agreements or documents include covenants, whether affirmative or negative (or any other provision which may have the same practical effect as any of the foregoing), which are individually
or in the aggregate more restrictive against the Borrower, the Guarantors or their respective Subsidiaries than those set forth in §8 and §9 of this Agreement or the Guaranty, the Borrower shall promptly notify the Agent and, if requested
by the Required Lenders, the Borrower, the Guarantors, the Agent and the Required Lenders shall promptly amend this Agreement and the other Loan Documents to include some or all of such more restrictive provisions as determined by the Required
Lenders in their sole discretion. Each of the Borrower and Guarantors agree to deliver to the Agent copies of any agreements or documents (or modifications thereof) pertaining to existing or future Indebtedness, Debt Offering or Equity Offering of
the Borrower, the Guarantors or any of their respective Subsidiaries as the Agent from time to time may request. Notwithstanding the foregoing, this §7.25 shall not apply to covenants contained in any agreements or documents evidencing or
securing Non-recourse Indebtedness or covenants in agreements or documents relating to Recourse Indebtedness that relate only to specific Real Estate that is collateral for such Indebtedness. 

§7.26    Pool Properties. 

(a)    Subject to clause (b) of this §7.26, the Eligible Real Estate included in the calculation of the Pool
Availability and included as Pool Properties shall at all times satisfy all of the following conditions: 

 (i)    the Eligible Real Estate shall be free and clear of all Liens other than the Liens permitted
in §8.2(i)A, §8.2(iv) and, prior to the Release of Security Date, §8.2(viii), and such Eligible Real Estate shall not have applicable to it any restriction on the sale, pledge, transfer, mortgage or assignment of such property except
those restrictions which are approved in writing by Agent (including any restrictions contained in any applicable organizational documents); 

 (ii)    none of the Eligible Real Estate shall have any material title, survey, environmental,
structural or other defects that would give rise to a materially adverse effect as to the value, use of, operation of or ability to sell or finance such property; 

 (iii)    the only asset of the Subsidiary Guarantor shall be the Eligible Real Estate included in
the calculation of the Pool Availability and inclusion as Pool Properties and related fixtures and personal property; 

 (iv)    no Person other than the
Borrower or a Subsidiary Guarantor has any direct or indirect ownership of any
legal, equitable or beneficial interest in such Subsidiary Guarantor if such Pool Property is owned or leased under a Ground Lease by a Subsidiary Guarantor, and no direct or indirect ownership or other interests or rights in any such Subsidiary
Guarantor shall be subject to any Lien; 

  
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  (v)    such Pool Property is self-managed by the
Borrower, the Subsidiary Guarantor or is managed by the Property Manager pursuant to a Management Agreement; and 

 (vi)    such Eligible Real Estate has not been removed from the calculation of the
Pool Availability pursuant to §7.26(c), §7.26(d) or §7.26(e). 
 (b)    Notwithstanding the foregoing,
in the event any Real Estate does not qualify as Eligible Real Estate or satisfy the requirements of §7.26(a), then such Real Estate shall be included in the calculation of the Pool Availability so long as the Agent shall have received the
prior written consent of Agent and the Required Lenders to the inclusion of such Real Estate in the calculation of the Pool Availability. 

(c)    In the event that all or any material portion of any Eligible Real Estate included in the calculation of the Pool
Availability shall be materially damaged or taken by condemnation, then such property shall no longer be included in the calculation of the Pool Availability unless and until (i) any damage to such real estate is repaired or restored, such real
estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value of such real estate following such repair or restoration (both at such time and prospectively) or (ii) Agent shall receive evidence
satisfactory to the Agent that the value of such real estate (both at such time and prospectively) shall not be materially adversely affected by such damage or condemnation. 

(d)    Upon any asset ceasing to qualify to be included in the calculation of Pool Availability, such asset shall no
longer be included in the calculation of the Pool Availability. Within five (5) Business Days after any such disqualification, the Borrower shall deliver to the Agent a certificate reflecting such disqualification, together with the identity of
the disqualified asset, a statement as to whether any Default or Event of Default arises as a result of such disqualification, and a calculation of the Pool Availability attributable to such asset. Simultaneously with the delivery of the items
required pursuant above, the Borrower shall deliver to the Agent a pro forma Compliance Certificate and Pool Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the covenants contained in §7.26
and §9. 
 (e)    Following the Release of Security Date, the Borrower may voluntarily remove any Real Estate from
the calculation of the Pool Availability in its sole discretion, by delivering to the Agent, no later than five (5) Business Days prior to date on which such removal is to be effected, notice of such removal, together with a statement that no
Default or Event of Default then exists or would, upon the occurrence of such event or with passage of time, result from such removal, the identity of the Pool Property being removed, and a calculation of the value attributable to such Pool
Property. Simultaneously with the delivery of the items required pursuant above, the Borrower shall deliver to the Agent a pro forma Compliance Certificate and Pool Certificate demonstrating, after giving effect to such removal or disqualification,
compliance with the covenants contained in §7.26 and §9. 

  
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 §7.27    Preservation of Right to Pledge Pool Properties.

 Each of the Borrower, the Guarantors and their respective Subsidiaries shall take such actions as are necessary to preserve its right and ability to
pledge its interest in the Pool Properties to the Agent without any such pledge after the date hereof causing a default or event of default under, or causing or permitting the acceleration (after the giving of notice or the passage of time, or
otherwise) of, any other Indebtedness of the Borrower, the Guarantors or any of their respective Subsidiaries; provided, however, that this §7.27 shall not prohibit from and after the occurrence of the Release of Security Date (a) an
agreement that conditions a Person’s ability to encumber its assets to be included in a pool of unencumbered properties to comply with financial covenant ratios with respect to Unsecured Debt permitted by this Agreement or upon the maintenance
of one or more specified ratios that limit such Person’s ability to encumber its assets included in agreements evidencing Unsecured Debt permitted by this Agreement, but that in each case do not generally prohibit the encumbrance of its assets,
or the encumbrance of specific assets, and that in any of such events are substantially similar to, or less restrictive than, those covenants and/or ratios contained in this Agreement, or (b) a provision contained in any agreement that
evidences Unsecured Debt permitted by this Agreement which contains restrictions on encumbering assets that are substantially similar to, or less restrictive than, those restrictions contained in this Agreement. Borrower shall, upon demand, provide
to the Agent such evidence as the Agent may reasonably require to evidence compliance with this §7.27, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit
Borrower’s or Guarantor’s or any such Subsidiary’s ability to pledge assets as security for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if assets are
pledged in the future as security for Indebtedness of such Borrower, any Guarantor or any of their Subsidiaries. 
 §8.    NEGATIVE
COVENANTS. 
 The Borrower covenants and agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any of the Lenders has
any obligation to make any Loans or issue any Letter of Credit: 
 §8.1    Restrictions on Indebtedness.

 The Borrower will not, and will not permit any Guarantor or their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable,
contingently or otherwise, with respect to any Indebtedness other than: 
 (a)    Indebtedness to the Lenders arising
under any of the Loan Documents; 
 (b)    Indebtedness to the Lender Hedge Providers in respect of any Hedge
Obligations; 
 (c)    current liabilities of the Borrower, the Guarantors or their respective Subsidiaries incurred in
the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases
of goods and services; 

  
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 (d)    Indebtedness in respect of taxes, assessments, governmental
charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of §7.8; 

(e)    Indebtedness in respect of judgments only to the extent, for the period and for an amount not resulting in an
Event of Default; 
 (f)    endorsements for collection, deposit or negotiation and warranties of products or services,
in each case incurred in the ordinary course of business; and 
 (g)    subject to the provisions of §9,
Indebtedness of REIT and Borrower in respect of Derivatives Contracts that are entered into in the ordinary course of business and not for speculative purposes; 

(h)    subject to the provisions of §9, Non-Recourse Indebtedness that is
secured by Real Estate (other than the Pool Properties or interest therein) and related assets; 
 (i)    subject to
the provisions of §9, Secured Debt that is Recourse Indebtedness, provided that the aggregate amount of such Secured Debt (excluding the Obligations and the Hedge Obligations) shall not exceed fifteen percent (15.0%) of Gross Asset Value at any
time; provided, however, that for one period of four (4) full consecutive fiscal quarters immediately following the date on which the Merger is consummated and one (1) partial fiscal quarter period to include the quarter in which the
Merger is consummated, if applicable, the amount of Secured Debt (excluding the Obligations and the Hedge Obligations) that is Recourse Indebtedness may exceed fifteen percent (15.0%) but shall not exceed seventeen and
one-half percent (17.5%) during such period; 
 (j)    from and after the
occurrence of the Release of Security Date and subject to the provisions of §9, Unsecured Debt which is pari passu with the Indebtedness described in clause (a) above, provided that from and after the occurrence of the Release of Security
Date such Unsecured Debt described in this §8.1(j) may have any of the Pool Properties or any interest therein or any direct or indirect ownership interest in the Borrower or any Subsidiary Guarantor as an unsecured borrowing base, asset pool
or similar form of credit support for such Unsecured Debt; and 
 (k)    unsecured Indebtedness of Subsidiaries of
Borrower or CVOP I to Borrower or CVOP I, respectively; provided that any such Indebtedness of a Subsidiary of
Borrower or CVOP I that is a Guarantor shall be subordinate to the
repayment of the Obligations on terms reasonably acceptable to Agent. 
 Notwithstanding anything in this Agreement to the contrary,
(i) none of the Indebtedness described in §8.1(h) and (i) above shall have any of the Pool Properties or any interest therein or any direct or indirect ownership interest in any Subsidiary Guarantor as collateral, a borrowing base,
unencumbered asset pool or any similar form of credit support for such Indebtedness, provided that from and after the occurrence of the Release of Security Date, the Indebtedness described in §8.1(j) may, subject to the terms of this Agreement,
have any of the Pool Properties as an unsecured borrowing base, asset pool or similar form of credit support for such Unsecured Debt, (ii) none of the Borrower, the Guarantors or their respective Subsidiaries shall create, incur,


  
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assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (other than Indebtedness to the Lenders arising under the Loan Documents) with respect to
which there is a Lien on any Equity Interests, right to receive Distributions or similar right in any Subsidiary or Unconsolidated Affiliate of such Person, provided that from and after the Release of Security Date (A) (1) Borrower, (2) REIT
and from and after the Merger, NewCo, as guarantors only, (3) from and after the Merger, CVOP I, and (4) any Subsidiary of the Borrower or from and after the Merger, of CVOP I (other than any such Subsidiary of Borrower or CVOP I that is a
Subsidiary Guarantor or any Person having any direct or indirect ownership interest in any such Subsidiary Guarantor), may create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness which is
permitted by §8.1(h) or (i) and with respect to which there is a Lien on any Equity Interests, right to receive Distributions or similar right in any Subsidiary or Unconsolidated Affiliate of such Person, subject to the terms of this
Agreement, and (B) the Subsidiary Guarantors may guarantee other Unsecured Debt permitted by §8.1(j) subject to the terms of this Agreement; and (iii) no Subsidiary of
BorrowerREIT which directly or indirectly owns a Pool Property shall create, incur, assume, guarantee or be or remain liable, contingently, with respect to any Indebtedness other than Indebtedness to the Lenders arising under
the Loan Documents, provided that from and after the Release of Security Date the Subsidiary Guarantors may guarantee other Unsecured Debt permitted by §8.1(j) subject to the terms of this Agreement. 

§8.2    Restrictions on Liens, Etc. 

The Borrower will not, and will not permit any Guarantor or their respective Subsidiaries to (a) create or incur or suffer to be created or incurred or to
exist any lien, security title, encumbrance, mortgage, deed of trust, security deed, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of their respective property or assets of any character whether now
owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any
other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or
arrangement (or any financing lease having substantially the same economic effect as any of the foregoing); (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or
demand against any of them that if unpaid would by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract
rights, general intangibles, chattel paper or instruments, with or without recourse; (f) in the case of securities, create or incur or suffer to be created or incurred any purchase option, call or similar right with respect to such securities;
or (g) incur or maintain any obligation to any holder of Indebtedness of any of such Persons which prohibits the creation or maintenance of any lien securing the Obligations (collectively, “Liens”); provided that
notwithstanding anything to the contrary contained herein, the Borrower, any Guarantor or any such Subsidiary may create or incur or suffer to be created or incurred or to exist: 

(i)    (A) Liens on properties to secure taxes, assessments and other governmental charges (excluding any
Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or claims for labor, material or supplies incurred in the 

  
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ordinary course of business in respect of obligations not then delinquent or not otherwise required to be paid or discharged under the terms of this Agreement or any of the other Loan Documents
and (B) Liens on assets, other than (I) the Pool Properties and (II) any direct or indirect interest of the BorrowerREIT and any Subsidiary of the BorrowerREIT in any Guarantor, in respect of judgments permitted by §8.1(d); 

(ii)    deposits or pledges made in connection with, or to secure payment of, workers’ compensation,
unemployment insurance, old age pensions or other social security obligations; 
 (iii)    (A) Liens
consisting of mortgage liens on Real Estate, other than Real Estate that constitutes a Pool Property, (including the rents, issues and profits therefrom), or any interest therein (including the rents, issues and profits therefrom), and related
personal property securing Indebtedness which is permitted by §8.1(h) or (i), and (B) from and after the Release of Security Date, Liens on any direct interest of any Subsidiary of the Borrower or from and after the Merger, of CVOP I
(other than any such Subsidiary of the Borrower or CVOP I that is a Subsidiary Guarantor or any Person having any direct or indirect ownership interest in any such Subsidiary Guarantor) that directly owns Real Estate, securing Indebtedness which is
permitted by §8.1(h) or (i); 
 (iv)    encumbrances on properties, other than the Pool Properties,
consisting of easements, rights of way, zoning restrictions, leases and other occupancy agreements, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to
which the Borrower, Subsidiary Guarantor or a Subsidiary of such Person is a party, and other non-monetary liens or encumbrances, none of which interferes materially with the use of the property affected in
the ordinary conduct of the business of the Borrower, the Subsidiary Guarantors or
their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or any Subsidiary Guarantor individually or on the Pool Properties; 

(v)    cash deposits to secure the performance of bids, trade contracts (other than for Indebtedness),
purchase contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(vi)    rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other
depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business; 

(vii)    Liens of Capitalized Leases; 

(viii)    prior to the Release of Security Date, Liens in favor of the Agent and the Lenders under the
Loan Documents to secure the Obligations and the Hedge Obligations; 
 (ix)    prior to the Release of
Security Date, Leases, liens and encumbrances on a Pool Property reflected in the Title Policy approved by Agent; and 

  
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 (x)    Liens against the ownership interest of Borrower
or any Guarantor in an Unconsolidated Affiliate created pursuant to the terms of the applicable organizational agreements. 

Notwithstanding anything in this Agreement to the contrary,
(xw)
 no Subsidiary Guarantor shall create or incur or suffer to be created or incurred or to exist any Lien other than Liens contemplated in §§8.2(i)(A), (v), (vi), (viii) and
(ix) provided that CVOP I may create or incur or suffer to be created or incurred or to exist any Lien contemplated by
§8.2(iii)(B), (y) REIT shall not create or suffer to be created or incurred or to exist any Lien on any of its properties or assets or those of the general partner of the Borrower, other than Liens contemplated in §8.2(i)(A), (v) and (vi), (x) NewCo shall not create or incur or suffer to be created or incurred any Lien on its interest in CVOP I, (y) REIT shall not create or
incur or suffer to be created or incurred any Lien on its interest in Borrower or NewCo, and (z) no Subsidiary of
BorrowerREIT which indirectly owns a Pool Property shall create or incur or suffer to be created or incurred any Lien other than a Lien in favor of the Agent for the benefit of the Lenders under the Loan Documents.

 §8.3    Restrictions on Investments. 

Neither the Borrower will, nor will it permit any Guarantor or any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment
except Investments in: 
 (a)    marketable direct or guaranteed obligations of the United States of America that
mature within one (1) year from the date of purchase by Borrower, Guarantor or their Subsidiaries; 

(b)    marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan
Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United
States, Federal Land Banks, or any other agency or instrumentality of the United States of America; 
 (c)    demand
deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $100,000,000; 

(d)    commercial paper assigned the highest rating by two or more national credit rating agencies and maturing not more
than ninety (90) days from the date of creation thereof; 
 (e)    bonds or other obligations having a short term
unsecured debt rating of not less than A-1+ by S&P and P-1+ by Moody’s and having a long term debt rating of not less than A by S&P and A1 by Moody’s
issued by or by authority of any state of the United States, any territory or possession of the United States, including the Commonwealth of Puerto Rico and agencies thereof, or any political subdivision of any of the foregoing; 

(f)    repurchase agreements having a term not greater than ninety (90) days and fully secured by securities
described in the foregoing subsection (a), (b) or (c) with banks described in the foregoing subsection (c) or with financial institutions or other corporations having total assets in excess of $500,000,000; and 

  
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 (g)    shares of so-called
“money market funds” registered with the SEC under any mutual fund or other registered investment company that qualifies as a “money market fund” under Rule 2a-7 of the United States
Securities and Exchange Commission, or any successor thereto which have total assets in excess of $50,000,000. 

(h)    
Investments by Borrower or its Subsidiaries in Land Assets, provided that the
aggregate Investment therein shall not exceed five percent (5.0%) of Gross Asset Value; 
 (i)    Investments by Borrower or its Subsidiaries in Development Properties, provided that the aggregate
Investment therein shall not exceed ten percent (10.0%) of Gross Asset Value; 
 (j)    Investments by Borrower
in non-Wholly Owned Subsidiaries and Unconsolidated Affiliates, provided that the aggregate Investment therein shall not exceed fifteen percent (15.0%) of Gross Asset Value; 

(k)    Investments by the Borrower or its Subsidiaries (other than the Subsidiary Guarantors) in (i) Mortgage Note
Receivables secured by properties that meet the property type requirements of a Data Center Asset or a Medical Asset, or (ii) Permitted Equity Investments, provided that (x) the aggregate Investment in such Mortgage Note Receivables and
such Permitted Equity Investments together shall not exceed twenty percent (20.0%) of Gross Asset Value, and (y) the aggregate Investment in such Permitted Equity Investments shall not exceed ten percent (10%) of Gross Asset Value; and 

(l)    acquisition of fee simple interests or long-term ground lease interests in Real Estate by BorrowerREIT or its Subsidiaries that meet the property type requirements of a Data Center Asset or a Medical Asset. 

Notwithstanding the foregoing, in no event shall (x) the aggregate value of the holdings of REIT and its Subsidiaries in the Investments
described in §8.3(h)-(k) exceed twenty-five percent (25.0%) of Gross Asset Value at any time, or (y) REIT and its Subsidiaries make any Investments other than those outlined in the Prospectus., or (z) CVOP I and its Subsidiaries own any Real
Estate other than as set forth on Schedule 8.3. 
 For the purposes of this
§8.3, the Investment of REIT or its Subsidiaries in any non-Wholly Owned Subsidiaries and Unconsolidated Affiliates will equal (without duplication) the sum of such Person’s pro rata share of any
Investments valued at the GAAP book value. 
 §8.4    Merger, Consolidation. 

Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower will not, nor will it permit the Guarantors or any of
their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset
acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Agent. Notwithstanding the foregoing, so
long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the 

  
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following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it
being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of one
or more of the Subsidiaries of CVOP I with and into CVOP I (it being understood and agreed that in any such event that CVOP I will be the surviving Person), (iii) the merger or consolidation of
two or more Subsidiaries of the Borrower or CVOP I; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, and (iii) the liquidation or dissolution of any
Subsidiary of the Borrower or CVOP I that does not own any assets so long
as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as Borrower, CVOP I and such Subsidiary comply with the provisions of §5.7). 

§8.5    Sale and Leaseback. 

TheNeither
 the Borrower nor any Guarantor will not,
andnor will notany of them permit
itstheir respective Subsidiaries, to enter into any arrangement, directly or indirectly, whereby the
REIT, Borrower or any such Subsidiary shall sell or transfer any Real
Estate owned by it in order that then or thereafter the REIT, the Borrower
or any such Subsidiary shall lease back such Real Estate without the prior written consent of Agent, such consent not to be unreasonably withheld. 

§8.6    Compliance with Environmental Laws. 

None
ofNeither the Borrower nor any Guarantor will, nor will any of
them permit any of their respective Subsidiaries or any other Person to, do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances,
except for quantities of Hazardous Substances used in the ordinary course of operating Data Center Assets and Medical Assets as permitted under this Agreement and in material compliance with all applicable Environmental Laws, (b) cause or
permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real
Estate except in full compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be contemplated to cause a Release of Hazardous Substances on, upon or into the
Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or
arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws), except, with respect to any Real Estate that is not a Pool Property, where any such use, generation, conduct or other activity has not had and
could not reasonably be expected to have a Material Adverse Effect. 
 The Borrower and the Guarantors shall, and shall cause their
respective Subsidiaries to: 
 (i)    in the event of any change in Environmental Laws governing the
assessment, release or removal of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to determine whether such Hazardous Substances are or ever
were Released or disposed of on any Real Estate in violation of applicable Environmental Laws; and 

  
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 (ii)    if any Release or disposal of Hazardous
Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on any Real Estate (including without limitation any such Release or
disposal occurring prior to the acquisition or leasing of such Real Estate by the Borrower, any such Guarantor or any such Subsidiary), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous
Substances and remediation of the Real Estate in full compliance with all applicable Environmental Laws; provided, that the Borrower, the Guarantors and their respective Subsidiaries shall be deemed to be in compliance with Environmental Laws
for the purpose of this clause (ii), and in compliance with this §8.6 as it relates to matters addressed by this clause (ii), so long as it or a responsible third party with sufficient financial resources is taking reasonable action to
remediate or manage any event of noncompliance in accordance with Applicable Law to the reasonable satisfaction of the Agent and no legal or administrative action shall have been commenced or filed by any enforcement agency to require remediation,
containment, mitigation or other action. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. 

(iii)    At any time during the continuance of an Event of Default hereunder the Agent may at its election
(and will at the request of the Required Lenders) obtain such environmental assessments of any or all of the Real Estate prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming
(i) whether any Hazardous Substances are present in the soil or water at or adjacent to any such Real Estate and (ii) whether the use and operation of any such Real Estate complies with all Environmental Laws to the extent required by the
Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or
otherwise remediate or which otherwise may expose such Person to liability may have occurred, relating to any Real Estate, or that any of the Real Estate is not in compliance with Environmental Laws to the extent required by the Loan Documents, the
Borrower shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of such Real Estate prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming
(i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Real Estate and (ii) whether the use and operation of such Real Estate comply with all Environmental Laws to the extent required by the Loan
Documents. Environmental assessments may include detailed visual inspections of such Real Estate including, without limitation, any and all storage areas, storage tanks, drains, dry wells and leaching areas, and the taking of soil samples, as well
as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Real Estate and the use and operation thereof with all applicable Environmental Laws. All environmental
assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrower. 

  
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 §8.7    Distributions. 

(a)    The Borrower shall not pay any Distribution to the partners, members or other owners of the Borrower, and REIT
shall not pay any Distribution to its partners, members or other owners, if such Distribution by Borrower or REIT, when added to the amount of all other Distributions paid in any period of four (4) consecutive calendar quarters, is in excess of
ninety-five percent (95%) of such Person’s Funds from Operations for such period. 
 (b)    If a Default or Event
of Default shall have occurred and be continuing, the Borrower shall make no Distributions, and REIT shall not pay any Distribution to its partners, members or other owners, other than Distributions in an amount equal to the minimum distributions
required under the Code to maintain the REIT Status of REIT, as evidenced by a certification of the principal financial or accounting officer of REIT containing calculations in detail reasonably satisfactory in form and substance to the Agent. 

(c)    Notwithstanding the foregoing, at any time when an Event of Default under §12.1(a) or (b) shall have
occurred, an Event of Default as to Borrower or REIT under §12.1 (g), (h) or (i) shall have occurred, or the maturity of the Obligations has been accelerated, neither the Borrower nor REIT shall make any Distributions whatsoever, directly
or indirectly. 
 §8.8    Asset Sales. 

The Borrower will not, and will not permit the Guarantors or their respective Subsidiaries to, sell, transfer or otherwise dispose of any material asset other
than pursuant to a bona fide arm’s length transaction in the ordinary course of business. Neither the Borrower, any Guarantor nor any Subsidiary thereof shall sell, transfer or otherwise dispose of any Real Estate in one transaction or a series
of transactions during any four (4) consecutive fiscal quarters in excess of an amount equal to thirty percent (30%) of Gross Asset Value as at the beginning of such four (4) quarter period, except as the result of a condemnation or
casualty, without the prior written consent of Agent and the Required Lenders. 

§8.9    Restriction on Prepayment of Indebtedness. 

The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) during the existence of any Default or Event of
Default, prepay, redeem, defease, purchase or otherwise retire (except for regularly scheduled installments of principal) the principal amount, in whole or in part, of any Indebtedness other than the Obligations; provided, that the foregoing
shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1, and (y) the prepayment, redemption, defeasance or other retirement
of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness or proceeds resulting from a casualty or condemnation relating to such Real Estate (and such
insurance or condemnation proceeds are not otherwise required by the terms of any applicable loan documents to be applied to the restoration or rebuilding of such Real Estate); or (b) modify any document evidencing any Indebtedness (other than
the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness during the existence of an Event of Default. 

  
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 §8.10    Zoning and Contract Changes and Compliance. 

Except with the Agent’s prior written consent, prior to the Release Security Date, neither the Borrower nor any Guarantor shall (i) initiate or
consent to any zoning reclassification of any of its Pool Properties or seek any variance under any existing zoning ordinance or use or permit the use of any Pool Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation or (ii) initiate any change in any laws, requirements of governmental authorities or obligations created by
private contracts and Leases which now or hereafter may materially adversely affect the ownership, occupancy, use or operation of any Pool Property. 

§8.11    Derivatives Contracts. 

Neither the Borrower, the Guarantors nor any of their respective Subsidiaries shall contract, create, incur, assume or suffer to exist any Derivatives
Contracts except for Hedge Obligations and interest rate swap, collar, cap or similar agreements providing interest rate protection and currency swaps and currency options made in the ordinary course of business and permitted pursuant to §7.21
and §8.1. 
 §8.12    Transactions with Affiliates. 

The Borrower shall not, and shall not permit any Guarantor or Subsidiary of any of them to, permit to exist or enter into, any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (but not including any Subsidiary of REIT, the Borrower or any other Guarantor), except (i) transactions in connection with Management
Agreements or other property management agreements relating to Real Estate other than the Pool Properties, (ii) transactions pursuant to the reasonable requirements of the business of such Person and upon fair and reasonable terms which are no
less favorable to such Person than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate. 

§8.13    Equity Pledges. 

Except for Liens permitted under §8.2(i)(A), (ii), (iii), (v), (vi) and (viii), neither REIT nor Borrower will create or incur or suffer to be created or
incurred any Lien on any of its direct or indirect legal, equitable or beneficial interest in the Borrower or any Subsidiary of BorrowerREIT, except pursuant to the Assignment of Interests, including, without limitation, any
Distributions or rights to Distributions on account thereof (provided that the foregoing shall not be deemed to prohibit a Subsidiary that owns Real Estate to have Liens permitted pursuant to §8.2(iii)). 

§8.14    Leasing Activities. 

Prior to the Release of Security Date, none of Borrower, Guarantors or any Affiliate of Borrower or Guarantors shall prompt, direct, cause or otherwise encourage any tenant or licensee at any Pool Property to relocate to space or
acquire other rights at or in connection with other buildings owned by Borrower, a Guarantor or any Affiliate adjacent to the Pool Property, or condominium units within the same development, without the prior written consent of Agent. 

  
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 §8.15    Fees. 

Borrower shall not pay, and shall not permit any Guarantor to pay, any management fees or other payments under any Management Agreement for any Pool Property
to Borrower, any other manager that is an Affiliate of Borrower or any other manager, or any advisory fees or other payments to Advisor, in the event that a Default or an Event of Default shall have occurred and be continuing. 

§8.16    Changes to Organizational Documents. 

Neither Borrower nor any Subsidiary
Guarantor shall amend or modify, or permit the amendment or modification of, the articles, bylaws, limited liability company agreements or other formation or organizational documents of Borrower or any Guarantor in any material respect, without the
prior written consent of Agent. 
 §8.17    Burdensome Agreements. 

Neither Borrower nor any Subsidiary
Guarantor shall enter into any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound (other than this Agreement or any
other Loan Document) that limits the ability of any Wholly-Owned Subsidiary to make Distributions to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, except for (a) any restrictions existing
under or pursuant to any Indebtedness permitted under §8.1 or any Liens permitted under §8.2, (b) customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof, (c) any restriction existing
by reason of Applicable Law, (d) restrictions in or contemplated by any Borrower’s, any Subsidiary’s
Guarantor’s organizational documents, or (e) restrictions in contracts for sales, management, development or dispositions of property not prohibited by this Agreement; provided, that, such restrictions relate only to the property being
managed, developed or disposed of. 
  

	§9.	 FINANCIAL COVENANTS. 



The Borrower covenants and agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any Lender has any obligation to make
any Loans or issue any Letter of Credit: 
 §9.1    Pool Availability. 

(a) At any time prior to the occurrence of the Release of Security Date, the Borrower shall not permit at any time the outstanding principal balance of
the Loans and the Letter of Credit Liabilities to be greater than the Pool Availability; provided, however, that upon a violation of this §9.1 by Borrower, no Event of Default shall exist hereunder in the event Borrower cures such Default
within fifteen (15) calendar days of the occurrence of such event. 
 (b)    Commencing upon the occurrence of the
Release of Security Date and continuing at all times thereafter, the Borrower shall not at any time permit Consolidated Total Unsecured Indebtedness (including the sum of the Outstanding Loans and all Outstanding Letter of Credit Liabilities) to be
greater than the Pool Availability. 

  
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 §9.2    Consolidated Total Indebtedness to Gross Asset
Value. 
 The Borrower will not at any time permit the ratio of Consolidated Total Indebtedness to Gross Asset Value (expressed as a percentage) to
exceed sixty percent (60.0%). 
 §9.3    Maximum Secured Leverage Ratio. 

The Borrower will not at any time permit the ratio of Consolidated Total Secured Debt to Gross Asset Value (expressed as a percentage) to exceed forty-five
percent (45.0%) until the Release of Security Date, and forty percent (40.0%) thereafter. 
 §9.4    Adjusted
Consolidated EBITDA to Consolidated Fixed Charges. 
 The Borrower will not at any time permit the ratio of Adjusted Consolidated EBITDA determined for
the most recently ended two (2) calendar quarters to Consolidated Fixed Charges for the most recently ended two (2) calendar quarters, to be less than 1.75 to 1.00. 

§9.5    Minimum Consolidated Tangible Net Worth. 

The Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the sum of (i) $800,000,000.00 plus (ii) seventy-five
percent (75%) of the sum of any additional Net Offering Proceeds after the date of this Agreement. 

§9.6    Intentionally Omitted. 

§9.7    Intentionally Omitted. 

§9.8    Remaining Lease Term. 

At all times the Pool Properties included in the calculation of Pool Availability must maintain on a collective basis a minimum weighted average remaining
initial lease term of Data Center Leases with Major Tenants or Medical Property Leases with Major Tenants of not less than six (6) years remaining (for each multi-tenant Pool Property included in the calculation of Pool Availability, a weighted
average lease term taking into account all Leases with Major Tenants within such Pool Property shall be used for the calculation required by this §9.8). 

§9.9    Minimum Actual Debt Service Coverage Ratio. 

The Borrower will not at any time permit the Actual Debt Service Coverage Ratio to be less than or equal to 2.00 to 1.00. 

§9.10    Minimum Property Requirement. 

The Pool shall not at any time consist of less than twenty (20) Pool Properties with an aggregate Appraised Value of not less than $400,000,000.00. 

  
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 §9.11    Aggregate Occupancy Rate. 

All Pool Properties will at all times have an aggregate Occupancy Rate of no less than ninety percent (90%). 

§9.12    Concentration Limits. 

(a)    No more than twenty percent (20%) of the Pool Value shall be attributable to any single Pool Property; provided
that a failure to satisfy the requirements of this §9.12(a) shall not result in any Real Estate not being included as a Pool Property, but any Pool Availability in excess of such limitation shall be excluded. 

(b)    No Pool Properties which are subject to a lease or leases to any single tenant or any group of Affiliates thereof
shall account for more than fifteen percent (15%) of the Pool Value (the “Single Tenant Limitation”); provided that a failure to satisfy the requirements of this §9.12(b) shall not result in any Real Estate not being included as a
Pool Property, but any Pool Availability in excess of such limitation shall be excluded. 
 (c)    No more than twenty
percent (20%) of the Pool Value shall be attributable to attributable to Pool Properties which are subject to Ground Lease; provided that a failure to satisfy the requirements of this §9.12(c) shall not result in any Real Estate not being
included as a Pool Property, but any Pool Availability in excess of such limitation shall be excluded. 
 (d)    No
Pool Properties which are subject to a lease or leases to any tenants that have physician ownership of greater than sixty-six and two-thirds percent (66.67%) shall
account for more than twenty percent (20%) of the Pool Value; provided that a failure to satisfy the requirements of this §9.12(d) shall not result in any Real Estate not being included as a Pool Property, but any Pool Availability in excess of
such limitation shall be excluded. 
  

	§10.	 CLOSING CONDITIONS. 



The obligation of the Lenders to make the Loans or issue the Letter(s) of Credit shall be subject to the satisfaction of the following
conditions precedent: 
 §10.1    Loan Documents. 

Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto and shall be in full force and effect. The Agent shall
have received a fully executed counterpart of each such document, except that each Lender shall have received the fully-executed original of its Note. 

§10.2    Certified Copies of Organizational Documents. 

The Agent shall have received from the Borrower and each Guarantor a copy, certified as of a recent date by the appropriate officer of each State in which such
Person is organized and (with respect to any Subsidiary Guarantor that owns a Pool Property) in which such Pool Property is located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the
partnership agreement, corporate charter or operating agreement and/or other organizational agreements of the Borrower and each such Guarantor, as applicable, and its qualification to do business, as applicable, as in effect on such date of
certification. 

  
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 §10.3    Resolutions. 

All action on the part of the Borrower and each Guarantor, as applicable, necessary for the valid execution, delivery and performance by such Person of this
Agreement and the other Loan Documents to which such Person is or is to become a party shall have been duly and effectively taken, and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent. 

§10.4    Incumbency Certificate; Authorized Signers. 

The Agent shall have received from the Borrower and each Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer
of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party. The Agent
shall have also received from the Borrower a certificate, dated as of the Closing Date, signed by a duly authorized representative of the Borrower and giving the name and specimen signature of each Authorized Officer who shall be authorized to make
Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests and to give notices and to take other action on behalf of the Borrower under the Loan Documents. 

§10.5    Opinion of Counsel. 

The Agent shall have received an opinion addressed to the Lenders and the Agent and dated as of the Closing Date from counsel to the Borrower and each
Guarantor in form and substance reasonably satisfactory to the Agent. 
 §10.6    Payment of Fees. 

The Borrower shall have paid to the Agent the fees payable pursuant to §4.2. 

§10.7    Insurance. 

The Agent shall have received certificates of insurance as required by this Agreement or the other Loan Documents. 

§10.8    Performance; No Default. 

The Borrower and each Guarantor shall have performed and complied with all terms and conditions herein required to be performed or complied with by it on or
prior to the Closing Date, and on the Closing Date there shall exist no Default or Event of Default. 

§10.9    Representations and Warranties. 

The representations and warranties made by the Borrower and each Guarantor in the Loan Documents or otherwise made by or on behalf of the Borrower, the
Guarantors and their respective 

  
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 Subsidiaries in connection therewith or after the date thereof shall have been true and correct in all
material respects when made and shall also be true and correct in all material respects on the Closing Date. 

§10.10    Proceedings and Documents. 

All proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory to the Agent
and the Agent’s counsel in form and substance, and the Agent shall have received all information and such counterpart originals or certified copies of such documents and such other certificates, opinions, assurances, consents, approvals or
documents as the Agent and the Agent’s counsel may reasonably require. 
 §10.11    Eligible Real Estate
Qualification Documents. 
 The Eligible Real Estate Qualification Documents for each Pool Property included in the calculation of the Pool Availability
as of the Closing Date shall have been delivered to the Agent at the Borrower’s expense and shall be in form and substance reasonably satisfactory to the Agent. 

§10.12    Compliance Certificate and Pool Certificate. 

The Agent shall have received a Compliance Certificate and a Pool Certificate dated as of the date of the Closing Date demonstrating compliance with each of
the covenants calculated therein as of the most recent calendar quarter for which REIT has provided financial statements under §6.4 adjusted in the best good faith estimate of REIT as of the Closing Date. 

§10.13    Appraisals. 

The Agent shall have received Appraisals of each of the Pool Properties in form and substance reasonably satisfactory to the Agent. 

§10.14    Consents. 

The Agent shall have received evidence reasonably satisfactory to the Agent that all necessary stockholder, partner, member or other consents required in
connection with the consummation of the transactions contemplated by this Agreement and the other Loan Documents have been obtained. 

§10.15    Contribution Agreement. 

The Agent shall have received an executed counterpart of the Contribution Agreement. 

§10.16    Subordination of Management Agreement. 

The Agent shall have received an executed counterpart of a Subordination of Management Agreement with respect to each Management Agreement. 

  
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 §10.17    Subordination of Advisory Agreement. 

The Agent shall have received an executed counterpart of a Subordination of Advisory Agreement with respect to the Advisory Agreement. 

§10.18    Other. 

The Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Agent or the Agent’s
Special Counsel may reasonably have requested. 
  

	§11.	 CONDITIONS TO ALL BORROWINGS. 



The obligations of the Lenders to make any Loan or issue any Letter of Credit, whether on or after the Closing Date, shall also be subject to
the satisfaction of the following conditions precedent: 
 §11.1    Prior Conditions Satisfied. 

All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

 §11.2    Representations True; No Default. 

Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this
Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true and correct in all material respects both as of the date as of which they were made and shall also be true
and correct in all material respects as of the time of the making of such Loan or the issuance of such Letter of Credit, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by
the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default
shall have occurred and be continuing. 
 §11.3    Borrowing Documents. 

The Agent shall have received a fully completed Loan Request for such Loan and the other documents and information (including, without limitation, a Compliance
Certificate) as required by §2.7, or a fully completed Letter of Credit Request required by §2.10 in the form of Exhibit I hereto fully completed, as applicable. 

 

	§12.	 EVENTS OF DEFAULT; ACCELERATION; ETC. 



§12.1    Events of Default and Acceleration. 

If any of the following events (“Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice
or lapse of time, “Defaults”) shall occur: 
 (a)    the Borrower shall fail to pay any principal of the
Loans when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; 

  
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 (b)    the Borrower shall fail to pay any interest on the Loans, any
reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder or under any of the other Loan Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated
date of maturity or at any other date fixed for payment; 
 (c)    the Borrower shall fail to comply with the covenant
contained in §9.1 and such failure shall continue for fifteen (15) calendar days after written notice thereof shall have been given to the Borrower by the Agent; 

(d)    the Borrower shall fail to perform any term, covenant or agreement contained in §9.2 -§9.12; 

(e)    the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term,
covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified in the other subclauses of this §12 or in the other Loan Documents); 

(f)    any representation or warranty made by or on behalf of the Borrower, the Guarantors or any of their respective
Subsidiaries in this Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this
Agreement, any advance of a Loan, the issuance of any Letter of Credit or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; 

(g)    the Borrower, any Guarantor or any of their Subsidiaries shall fail pay when due (including, without limitation,
at maturity), or within any applicable period of grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives Contract), or shall fail to
observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives Contract) for such
period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the termination or other settlement of such
obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve (i) Recourse
Indebtedness in excess of $10,000,000.00 or (ii) Non-Recourse Indebtedness in excess of $50,000,000.00 individually or in excess of $75,000,000.00 in the aggregate; 

(h)    the Borrower, any Guarantor or any of their respective Subsidiaries, (i) shall make an assignment for the
benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver for it or
any substantial part of 

  
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its assets, (ii) shall commence any case or other proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or
similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing; 

(i)    a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or
receiver of the Borrower, any Guarantor or any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such
petition, application, case or proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof; 

(j)    a decree or order is entered appointing a trustee, custodian, liquidator or receiver for the Borrower, any
Guarantor or any of their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an
involuntary case under federal bankruptcy laws as now or hereafter constituted; 
 (k)    there shall remain in force,
undischarged, unsatisfied and unstayed, for more than fifteen (15) days during any calendar year, whether or not consecutive, one or more uninsured or unbonded final judgments against (x) the Borrower or any Guarantor that, either
individually or in the aggregate, exceed $25,000,000.00 in any calendar year or (y) any Subsidiary of the Borrower that is not a Subsidiary Guarantor that, either individually or in the aggregate, exceed $25,000,000.00 in any calendar year;

 (l)    any of the Loan Documents or the Contribution Agreement shall be canceled, terminated, revoked or rescinded
otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Lenders, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or
the Contribution Agreement shall be commenced by or on behalf of the Borrower or any Guarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, or issue a judgment,
order, decree or ruling, to the effect that any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; 

(m)    any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower, any
Guarantor or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of the Borrower, any Guarantor or any of their respective Subsidiaries shall occur, in each case, other than as permitted under
the terms of this Agreement or the other Loan Documents; 
 (n)    with respect to any Guaranteed Pension Plan, an
ERISA Reportable Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower, the Guarantors or any of their respective
Subsidiaries to the PBGC or such Guaranteed Pension Plan in an 

  
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aggregate amount exceeding $1,000,000.00 and (x) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC
or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or
(z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; 
 (o)    the Borrower,
any Guarantor or any of their respective Subsidiaries or any shareholder, officer, director, partner or member of any of them shall be indicted for a federal crime, a punishment for which could include the forfeiture of (i) any assets of the
Borrower or any of their respective Subsidiaries which in the good faith judgment of the Required Lenders could reasonably be expected to have a Material Adverse Effect, or (ii) any of the Pool Properties; 

(p)    any Guarantor denies that it has any liability or obligation under the Guaranty or any other Loan Document, or
shall notify the Agent or any of the Lenders of such Guarantor’s intention to attempt to cancel or terminate the Guaranty or any other Loan Document, or shall fail to observe or comply with any term, covenant, condition or agreement under any
Guaranty or any other Loan Document; 
 (q)    Reserved; 

(r)    Reserved; 

(s)    Reserved; 

(t)    Reserved; 

(u)    the Borrower, any Guarantor or any of their respective Subsidiaries shall fail to comply with the covenants set
forth in §8.6 hereof; provided, however, no Event of Default shall occur hereunder as a result of such failure if such failure relates solely to a parcel or parcels of Real Estate that are not a Pool Property whose book value,
either individually or in the aggregate, does not exceed $25,000,000.00; 
 (v)    REIT shall fail to comply at any
time with all requirements and Applicable Laws and regulations necessary to maintain REIT Status and shall continue to receive REIT Status; 

(w)    REIT shall fail to comply with any SEC reporting requirements; 

(x)    any Change of Control shall occur; or 

(y)    an Event of Default under any of the other Loan Documents shall occur; 

then, and in any such event, the Agent may, and, upon the request of the Required Lenders, shall by notice in writing to the Borrower declare all amounts
owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all
of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become


  
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immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, Borrower hereby expressly
waiving any right to notice of intent to accelerate and notice of acceleration. Upon demand by Agent or the Majority Revolving Credit Lenders in their absolute and sole discretion after the occurrence and during the continuance of an Event of
Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of
any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. In the alternative, if demanded by Agent in its absolute
and sole discretion after the occurrence and during the continuance of an Event of Default, the Borrower will deposit into the Collateral Account and pledge to Agent cash in an amount equal to the amount of all undrawn Letters of Credit. Such
amounts will be pledged to and held by Agent for the benefit of the Lenders as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. Upon any draws under Letters of Credit, at
Agent’s sole discretion, Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations and Hedge
Obligations or if there are no outstanding Obligations and Hedge Obligations and the Lenders have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the
Borrower will be released to the Borrower. 
 §12.2    Certain Cure Periods; Limitation of Cure Periods.

 Notwithstanding anything contained in §12.1 to the contrary, (i) no Event of Default shall exist hereunder upon the occurrence of any failure
described in §12.1(b) in the event that the Borrower cures such Default within five (5) Business Days after the date such payment is due (or, with respect to any payments other than interest on the Loans, any reimbursement obligations with
respect to the Letters of Credit or any fees due under the Loan Documents, within five (5) Business Days after written notice thereof shall have been given to Borrower by the Agent), provided, however, that Borrower shall not be
entitled to receive more than two (2) grace or cure periods in the aggregate pursuant to this clause (i) in any period of 365 days ending on the date of any such occurrence of Default, and provided further, that no such cure
period shall apply to any payments due upon the maturity of the Notes, and (ii) no Event of Default shall exist hereunder upon the occurrence of any failure described in §12.1(e) in the event that the Borrower cures (or causes to be cured)
such Default within thirty (30) days following receipt of written notice of such default, provided that the provisions of this clause (ii) shall not pertain to defaults consisting of a failure to provide insurance as required by
§7.7 with respect to any Pool Property, to any default (whether of Borrower, Guarantor or any Subsidiary thereof) consisting of a failure to comply with §7.4(c), §7.14, §7.19, §8.1, §8.2, §8.4, §8.7, §8.8
or to any Default excluded from any provision of cure of defaults contained in any other of the Loan Documents. 

§12.3    Termination of Revolving Credit Commitments. 

If any one or more Events of Default specified in §12.1(g), §12.1(h), §12.1(i) or §12.1(j) shall occur, then immediately and without any
action on the part of the Agent or any Lender any unused portion of the credit hereunder shall terminate and the Lenders shall be relieved of all obligations 

  
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to make Loans or issue Letters of Credit to the Borrower. If any other Event of Default shall have occurred, the Agent may, and upon the election of the Majority Revolving Credit Lenders, shall
by notice to the Borrower terminate the obligation to make Revolving Credit Loans to and issue Letters of Credit for the Borrower. No termination under this §12.3 shall relieve the Borrower or the Guarantors of their obligations to the Lenders
arising under this Agreement or the other Loan Documents. 
 §12.4    Remedies. 

In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated the maturity of the
Loans pursuant to §12.1, the Agent, on behalf of the Lenders may, and upon the direction of the Required Lenders, shall proceed to protect and enforce their rights and remedies under this Agreement, the Notes and/or any of the other Loan
Documents by suit in equity, action at law or other appropriate proceeding, including to the full extent permitted by Applicable Law the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents, the
obtaining of the ex parte appointment of a receiver, and, if any amount shall have become due, by declaration or otherwise, the enforcement of the payment thereof. No remedy herein conferred upon the Agent or the holder of any Note is intended to be
exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. Notwithstanding
the provisions of this Agreement providing that the Loans may be evidenced by multiple Notes in favor of the Lenders, the Lenders acknowledge and agree that only the Agent may exercise any remedies arising by reason of a Default or Event of Default.
If the Borrower or any Guarantor fails to perform any agreement or covenant contained in this Agreement or any of the other Loan Documents beyond any applicable period for notice and cure, Agent may itself perform, or cause to be performed, any
agreement or covenant of such Person contained in this Agreement or any of the other Loan Documents which such Person shall fail to perform, and the out-of-pocket costs
of such performance, together with any reasonable expenses, including reasonable attorneys’ fees actually incurred (including attorneys’ fees incurred in any appeal) by Agent in connection therewith, shall be payable by the Borrower upon
demand and shall constitute a part of the Obligations and shall if not paid within five (5) days after demand bear interest at the rate for overdue amounts as set forth in this Agreement. In the event that all or any portion of the Obligations
is collected by or through an attorney-at-law, the Borrower shall pay all costs of collection including, but not limited to, reasonable attorney’s fees. 

§12.5    Distribution of Collateral Proceeds. 

In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of
any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: 

(a)    First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all
reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral
or in connection with the collection of such monies by the Agent, for the exercise, 

  
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protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in
respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; 

(b)    Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations
incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations
shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided
in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge
Providers, pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and 

(c)    Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

 §12.6    Collateral Account. 

(a)    As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities, Swing Loans and
the other Obligations and Hedge Obligations, the Borrower hereby pledges and grants to the Agent, for the ratable benefit of the Agent and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the
Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any
Letter of Credit Liabilities or Swing Loans until applied by the Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this
section. 
 (b)    Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such
Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent for the ratable benefit of the Lenders. The Agent shall
exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other
funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account.


  
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 (c)    If a drawing pursuant to any Letter of Credit occurs on or prior
to the expiration date of such Letter of Credit, the Borrower and the Lenders authorize the Agent to use the monies deposited in the Collateral Account to make payment to the beneficiary with respect to such drawing or the payee with respect to such
presentment. If a Swing Loan is not refinanced as a Base Rate Loan as provided in §2.5 above, then the Agent is authorized to use monies deposited in the Collateral Account to make payment to the Swing Loan Lender with respect to any
participation not funded by a Defaulting Lender. 
 (d)    If an Event of Default exists, the Required Lenders may, in
their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Obligations and Hedge Obligations in accordance with §12.5. 

(e)    So long as no Default or Event of Default exists, and to the extent amounts on deposit in the Collateral Account
exceed the aggregate amount of the Letter of Credit Liabilities then due and owing and the pro rata share of any Letter of Credit Obligations and Swing Loans of any Defaulting Lender after giving effect to §2.13(c), the Agent shall, from time
to time, at the request of the Borrower, deliver to the Borrower within 10 Business Days after the Agent’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the
balances in the Collateral Account as exceed the aggregate amount of the Letter of Credit Liabilities and Swing Loans at such time. 

(f)    The Borrower shall pay to the Agent from time to time such fees as the Agent normally charges for similar services
in connection with the Agent’s administration of the Collateral Account and investments and reinvestments of funds therein. The Borrower authorizes Agent to file such financing statements as Agent may reasonably require in order to perfect
Agent’s security interest in the Collateral Account, and Borrower shall promptly upon demand execute and deliver to Agent such other documents as Agent may reasonably request to evidence its security interest in the Collateral Account. 

 

	§13.    SETOFF.	 



Regardless of the adequacy of any Collateral, during the continuance of any Event of Default, any deposits (general or specific, time or
demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or
the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of Agent, be applied to or set off
against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender under the Loan Documents.
Each of the Lenders agree with each other Lender that if such Lender shall receive from the Borrower or the Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the
Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such
disposition and arrangements with the other Lenders with respect to 

  
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such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its
proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the
extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with
the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) the Defaulting Lender shall provide
promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 

§14.    THE AGENT. 

§14.1    Authorization. 

The Agent is authorized to take such action on behalf of each of the Lenders and to exercise all such powers as are hereunder and under any of the other Loan
Documents and any related documents delegated to the Agent, together with such powers as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by
the Agent. The obligations of the Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Lender or to create
an agency or fiduciary relationship. Agent shall act as the contractual representative of the Lenders hereunder, and notwithstanding the use of the term “Agent”, it is understood and agreed that Agent shall not have any fiduciary duties or
responsibilities to any Lender by reason of this Agreement or any other Loan Document and is acting as an independent contractor, the duties and responsibilities of which are limited to those expressly set forth in this Agreement and the other Loan
Documents. The Borrower and any other Person shall be entitled to conclusively rely on a statement from the Agent that it has the authority to act for and bind the Lenders pursuant to this Agreement and the other Loan Documents. 

§14.2    Employees and Agents. 

The Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of counsel
concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably determine, and all reasonable fees and expenses of any such
Persons shall be paid by the Borrower. 
 §14.3    No Liability. 

Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them in their duties nor any agent, or employee
thereof, shall be liable for (a) any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in connection herewith or therewith, or be
responsible for the consequences of any oversight or error of judgment 

  
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whatsoever, except that the Agent or such other Person, as the case may be, shall be liable for losses due to its willful misconduct or gross negligence as finally determined by a court of
competent jurisdiction after the expiration of all applicable appeal periods or (b) any action taken or not taken by Agent with the consent or at the request of the Required Lenders, the Majority Revolving Credit Lenders, the Majority Term Loan
A Lenders or the Majority Term Loan B Lenders, as applicable. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Agent has received notice from a Lender or the Borrower
referring to the Loan Documents and describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default”. 

§14.4    No Representations. 

The Agent shall not be responsible for the execution or validity or enforceability of this Agreement, the Notes, any of the other Loan Documents or any
instrument at any time constituting, or intended to constitute, collateral security for the Notes, or for the value of any such collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the
Notes, or for any recitals or statements, warranties or representations made herein, or any agreement, instrument or certificate delivered in connection therewith or in any of the other Loan Documents or in any certificate or instrument hereafter
furnished to it by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or in
any of the other Loan Documents. The Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrower, the Guarantors or any holder of any of the Notes shall have been duly authorized or is true,
accurate and complete. The Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume any liability to the Lenders, with respect to the creditworthiness or financial condition of the Borrower,
the Guarantors or any of their respective Subsidiaries, or the value of the Collateral or any other assets of the Borrower, any Guarantor or any of their respective Subsidiaries. Each Lender acknowledges that it has, independently and without
reliance upon the Agent or any other Lender, and based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon the Agent or any other Lender, based upon such information and documents as it deems appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under this
Agreement and the other Loan Documents. Agent’s Special Counsel has only represented Agent and KeyBank in connection with the Loan Documents and the only attorney client relationship or duty of care is between Agent’s Special Counsel and
Agent or KeyBank. Each Lender has been independently represented by separate counsel on all matters regarding the Loan Documents and the granting and perfecting of liens in the Collateral. 

§14.5    Payments. 

(a)    A payment by the Borrower or any Guarantor to the Agent hereunder or under any of the other Loan Documents for the
account of any Lender shall constitute a payment to such Lender. The Agent agrees to distribute to each Lender not later than one Business Day 

  
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after the Agent’s receipt of good funds, determined in accordance with the Agent’s customary practices, such Lender’s pro rata share of payments received by the Agent for the
account of the Lenders except as otherwise expressly provided herein or in any of the other Loan Documents. 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, each payment by the Borrower hereunder shall be applied in accordance with §2.13(d). 

(b)    If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the
Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making such distribution until its right to make such distribution shall have been adjudicated by a court of competent jurisdiction. If a court of
competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so
adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court. In the event that the Agent shall refrain from making any distribution of any amount received by it as provided in this
§14.5(b), the Agent shall endeavor to hold such amounts in an interest bearing account and at such time as such amounts may be distributed to the Lenders, the Agent shall distribute to each Lender, based on their respective Commitment
Percentages, its pro rata share of the interest or other earnings from such deposited amount. 

§14.6    Holders of Notes. 

Subject to the terms of §18, the Agent may deem and treat the payee of any Note as the absolute owner or purchaser thereof for all purposes hereof until
it shall have been furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee. 

§14.7    Indemnity. 

To the extent that Borrower for any reason fails to indefeasibly pay any amount required under §15 or §16 to be paid by it to the Agent, the Lenders
ratably agree hereby to indemnify and hold harmless the Agent from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which the Agent has not been
reimbursed by the Borrower as required by §15), and liabilities of every nature and character arising out of or related to this Agreement, the Notes, or any of the other Loan Documents or the transactions contemplated or evidenced hereby or
thereby, or the Agent’s actions taken hereunder or thereunder, except to the extent that any of the same shall be directly caused by the Agent’s willful misconduct or gross negligence as finally determined by a court of competent
jurisdiction after the expiration of all applicable appeal periods. The agreements in this §14.7 shall survive the payment of all amounts payable under the Loan Documents. 

§14.8    Agent as Lender. 

In its individual capacity, KeyBank shall have the same obligations and the same rights, powers and privileges in respect to its Commitment and the Loans made
by it, and as the holder of any of the Notes as it would have were it not also the Agent. 

  
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 §14.9    Resignation. 

The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. Any such
resignation may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan Lender. Upon any such resignation, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a
successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s or not less than
“A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent and, if
applicable, Issuing Lender and Swing Loan Lender, shall be reasonably acceptable to the Borrower. If no successor Agent shall have been appointed and shall have accepted such appointment within ten (10) days after the retiring Agent’s
giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A3” or its
equivalent by Moody’s or not less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Subject to Borrower’s approval rights, if any, stated
above, upon the acceptance of any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable,
Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Agent and, if
applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and obligations hereunder as Agent and, if applicable, Issuing Lender and Swing Loan Lender. After any retiring Agent’s resignation, the provisions of this
Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing Loan Lender. If the resigning Agent shall also resign
as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in
either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan
Documents as may be necessary to substitute the successor Agent for the resigning Agent. 
 §14.10    Duties in
the Case of Enforcement. 
 In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the
Obligations shall have occurred, the Agent may and, if (a) so requested by the Required Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances in accordance with their respective Commitment
Percentages against expenses and liabilities as the Agent may reasonably request, shall proceed to exercise all or any legal and equitable and other rights or remedies as it may have; provided, however, that unless and until the Agent
shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem to be in the best interests of the Lenders.
Without limiting the generality of the foregoing, if Agent reasonably determines payment is in the best interest of all the Lenders, Agent may without the approval of the Lenders pay taxes and insurance premiums and spend money for maintenance,
repairs or other expenses which may be necessary to be incurred, and Agent shall 

  
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promptly thereafter notify the Lenders of such action. Each Lender shall, within thirty (30) days of request therefor, pay to the Agent its Commitment Percentage of the reasonable costs
incurred by the Agent in taking any such actions hereunder to the extent that such costs shall not be promptly reimbursed to the Agent by the Borrower or the Guarantors or out of the Collateral within such period. The Required Lenders may direct the
Agent in writing as to the method and the extent of any such exercise, the Lenders hereby agreeing to indemnify and hold the Agent harmless in accordance with their respective Commitment Percentages from all liabilities incurred in respect of all
actions taken or omitted in accordance with such directions, except to the extent that any of the same shall be directly caused by the Agent’s willful misconduct or gross negligence as finally determined by a court of competent jurisdiction
after the expiration of all applicable appeal periods, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s compliance with such direction to be unlawful in any
applicable jurisdiction or commercially unreasonable under the UCC as enacted in any applicable jurisdiction. 

§14.11    Bankruptcy. 

In the event a bankruptcy or other insolvency proceeding is commenced by or against the Borrower or any Guarantor with respect to the Obligations, the Agent
shall have the sole and exclusive right to file and pursue a joint proof claim on behalf of all Lenders. Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote of the Required Lenders or all
of the Lenders as required by this Agreement. Each Lender irrevocably waives its right to file or pursue a separate proof of claim in any such proceedings unless Agent fails to file such claim within thirty (30) days after receipt of
written notice from the Lenders requesting that Agent file such proof of claim. 
 §14.12    Request for Agent
Action. 
 The Agent and the Lenders acknowledge that in the ordinary course of business of the Borrower and the Subsidiary Guarantors, (a) a Pool Property may be subject to a Taking, or
(b) the Borrower or any Subsidiary Guarantor may desire to enter into easements or other agreements affecting the Pool Properties, or take other actions or enter into other agreements in the ordinary course of business (including, without
limitation, Leases) which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, the Lenders hereby expressly authorize the Agent to execute consents in form and substance satisfactory to the Agent in
connection with any easements or agreements affecting the Pool Property, or execute consents, approvals, or other agreements in form and substance satisfactory to the Agent in connection with such other actions or agreements as may be necessary in
the ordinary course of the
Borrower’’s or any Subsidiary
Guarantor’s business. 
 §14.13    Reliance by
Agent. 
 The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to 

  
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be genuine and to have been signed, sent or otherwise authenticated by an Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to
have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender, the Agent (or Issuing Lender, as applicable) may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan or
issuance of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrower and/or the 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. 

§14.14    Approvals. 

If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Lenders, the Required Lenders, the
Majority Revolving Credit Lenders, the Majority Term Loan A Lenders or the Majority Term Loan B Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) Business Days of receipt of the request
for action from Agent (accompanied by an explanation for the request) together with all reasonably requested information related thereto (or such lesser period of time required by the terms of the Loan Documents), notice in writing of approval or
disapproval (collectively “Directions”) in respect of any action requested or proposed in writing pursuant to the terms hereof. To the extent that any Lender does not approve any recommendation of Agent, such Lender shall in such notice to
Agent describe the actions that would be acceptable to such Lender. If consent is required for the requested action, any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a
Direction to take such requested action. In the event that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent, then for the purposes of this paragraph each
Lender shall be required to respond to a request for Directions within five (5) Business Days of receipt of such request. Agent and each Lender shall be entitled to assume that any officer of the other Lenders delivering any notice, consent,
certificate or other writing is authorized to give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. 

§14.15    Borrower Not Beneficiary. 

Except for the provisions of §14.9 relating to the appointment of a successor Agent, the provisions of this §14 are solely for the benefit of the
Agent and the Lenders, may not be enforced by the Borrower or any Guarantor, and except for the provisions of §14.9, may be modified or waived without the approval or consent of the Borrower. 

§14.16    Reliance on Hedge Provider. 

For purposes of applying payments received in accordance with §12.1, §12.5, §12.6 or any other provision of the Loan Documents, the Agent shall
be entitled to rely upon the trustee, paying agent or other similar representative (each, a “Representative”) or, in the absence of such a Representative, upon the holder of the Hedge Obligations for a determination (which each holder


  
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of the Hedge Obligations agrees (or shall agree) to provide upon request of the Agent) of the outstanding Hedge Obligations owed to the holder thereof. Unless it has actual knowledge (including
by way of written notice from such holder) to the contrary, the Agent, in acting hereunder, shall be entitled to assume that no Hedge Obligations are outstanding. 
  

	§15.    EXPENSES.	 



The Borrower agrees to pay (a) the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other
agreements and instruments mentioned herein, (b) any Indemnified Taxes (including any interest and penalties in respect thereto) payable by the Agent or any of the Lenders (other than taxes based upon the Agent’s or any Lender’s gross
or net income), including any recording, mortgage, documentary or intangibles taxes in connection with the Loan Documents, or other taxes payable on or with respect to the transactions contemplated by this Agreement, including any such taxes payable
by the Agent or any of the Lenders after the Closing Date (the Borrower hereby agreeing to indemnify the Agent and each Lender with respect thereto), (c) title insurance premiums, engineer’s fees, all environmental reviews and the reasonable
fees, expenses and disbursements of the counsel to the Agent, the Joint Arrangers, and the Bookrunner and any local counsel to the Agent incurred in connection with the preparation, administration, or interpretation of the Loan Documents and other
instruments mentioned herein, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the out-of-pocket fees, costs, expenses and
disbursements of Agent, the Joint Arrangers, and the Bookrunner incurred in connection with the syndication and/or participation (by KeyBank) of the Loans, (e) all other reasonable out of pocket fees, expenses and disbursements of the Agent
incurred by the Agent in connection with the preparation, administration or interpretation of the Loan Documents and other instruments mentioned herein, the addition or substitution of additional Pool Properties, the review of Leases and related
documents, the making of each advance hereunder, the issuance of Letters of Credit, and the syndication of the Commitments pursuant to §18 (without duplication of those items addressed in subparagraph (d), above), (f) all out-of-pocket expenses (including attorneys’ fees and costs, and fees and costs of appraisers, engineers, investment bankers or other experts retained by the Agent)
incurred by any Lender or the Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or the Guarantors or the administration thereof after the occurrence of a Default or
Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent’s, or any of the Lenders’ relationship with the Borrower or the Guarantors in respect of the Loan
and the Loan Documents (provided that any attorneys’ fees and costs pursuant to this clause (f)(ii) shall be limited to those incurred by the Agent and one other counsel with respect to the Lenders as a group), (g) all reasonable fees, expenses
and disbursements of the Agent incurred in connection with UCC searches, UCC filings, title rundowns or, title searches, (h) all reasonable out-of-pocket fees,
expenses and disbursements (including reasonable attorneys’ fees and costs) which may be incurred by KeyBank in connection with the execution and delivery of this Agreement and the other Loan Documents (without duplication of any of the items
listed above), and (i) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents and information in connection with the Loans. The covenants of this §15 shall
survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder. 

  
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	§16.    INDEMNIFICATION.	 



The Borrower agrees to indemnify and hold harmless the Agent, the Lenders, the Joint Arrangers, and the Bookrunner and each director, officer,
employee, agent, Attorney and Affiliate thereof and Person who controls the Agent, or any Lender, the Joint Arrangers, or the Bookrunner against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all
liabilities, losses, damages and expenses of every nature and character arising out of or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without limitation, (a) any
and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Pool Properties, other Real Estate or the Loans, (b) any condition of the Pool Properties or other Real Estate, (c) any actual or proposed use
by the Borrower of the proceeds of any of the Loans or Letters of Credit, (d) any actual or alleged infringement of any patent, copyright, trademark, service mark or similar right of the Borrower, any Guarantor or any of their respective
Subsidiaries, (e) the Borrower and the Guarantors entering into or performing this Agreement or any of the other Loan Documents, (f) any actual or alleged violation of any law, ordinance, code, order, rule, regulation, approval, consent,
permit or license relating to the Pool Properties, (g) with respect to the Borrower, the Guarantors and their respective Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the Release or threatened
Release of any Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to, claims with respect to wrongful death, personal injury, nuisance or
damage to property), and (h) any use of Intralinks, SyndTrak or any other system for the dissemination and sharing of documents and information, in each case including, without limitation, the reasonable fees and disbursements of counsel
incurred in connection with any such investigation, litigation or other proceeding; provided, however, that the Borrower shall not be obligated under this §16 to indemnify any Person for liabilities arising from such Person’s
own gross negligence or willful misconduct as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods. In litigation, or the preparation therefor, the Lenders and the Agent shall be entitled to select a
single law firm as their own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. No person indemnified hereunder shall be liable for any damages arising from the
use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby. If, and to the extent that the obligations of the Borrower under this §16 are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such
obligations which is permissible under Applicable Law. The provisions of this §16 shall survive the repayment of the Loans, the return of the Letters of Credit and the termination of the obligations of the Lenders hereunder. 

§17.    SURVIVAL OF COVENANTS, ETC. 

All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or
other papers delivered by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation
heretofore or hereafter made by any of them, and shall survive the making by the 

  
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Lenders of any of the Loans and issuance of any Letter of Credit, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes
or any of the other Loan Documents remains outstanding or any Letters of Credit remain outstanding or any Lender has any obligation to make any Loans or issue any Letters of Credit. The indemnification obligations of the Borrower provided herein and
in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate
delivered to any Lender or the Agent at any time by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and
warranties by such Person hereunder. 
  

	§18.    ASSIGNMENT	 AND PARTICIPATION. 



§18.1    Conditions to Assignment by Lenders. 

Except as provided herein, each Lender may assign to one or more banks or other entities (but not to any natural person) all or a portion of its interests,
rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it); provided that (a) the Agent, the
Issuing Lender and, so long as no Default or Event of Default exists hereunder, the Borrower shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and if the Borrower does
not respond to any such request for consent within five (5) Business Days, Borrower shall be deemed to have consented (provided that such consent shall not be required for any assignment to another Lender, to a Related Fund, to a lender or an
Affiliate of a Lender which controls, is controlled by or is under common control with the assigning Lender or to a wholly-owned Subsidiary of such Lender), (b) each such assignment shall be of a constant, and not a varying, percentage of all
the assigning Lender’s rights and obligations under this Agreement with respect to the Commitment in the event an interest in the Revolving Credit Loan is assigned, (c) the parties to such assignment shall execute and deliver to the Agent,
for recording in the Register (as hereinafter defined) an Assignment and Acceptance Agreement in the form of Exhibit L attached hereto, together with any Notes subject to such assignment, (d) in no event shall any assignment be to any
Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by the Borrower or any Guarantor or be to a Defaulting Lender or an Affiliate of a Defaulting Lender, (e) such assignee of
a portion of the Revolving Credit Loans shall have a net worth or unfunded commitment as of the date of such assignment of not less than $100,000,000.00 (unless otherwise approved by Agent and, so long as no Default or Event of Default exists
hereunder, the Borrower), and (f) such assignee shall acquire an interest in the Loans of not less than $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by
the Agent, and so long as no Default or Event of Default exists hereunder, the Borrower. Upon execution, delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the assignee thereunder shall be a party hereto and all
other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the
registration fee referred to in §18.2, be released from its obligations under this Agreement arising after the effective date of such assignment with 

  
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respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In
connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence
or control by, the Borrower and/or any Guarantor and whether such assignee is a Defaulting Lender or an Affiliate of a Defaulting Lender. In connection with any assignment of rights and obligations of any Defaulting Lender, no such assignment shall
be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting
Lender to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued
thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Loans in accordance with its Revolving Credit Commitment 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. Furthermore, in connection with the syndication of the Loan by Agent, the Joint Arrangers, and the Bookrunner, the Borrower agree to assist Agent, the Joint
Arrangers, and the Bookrunner actively in achieving a timely syndication that is reasonably satisfactory to the Borrower, Agent, the Joint Arrangers, and the Bookrunner, such assistance to include, among other things, (i) direct contact during
the syndication between the Borrower’s senior officers, representatives and advisors, on the one hand, and prospective Lenders, on the other hand at such times and places as Agent, the Joint Arrangers, or the Bookrunner may reasonably request,
(ii) providing to Agent, the Joint Arrangers, and the Bookrunner all financial and other information with respect to the Borrower and the transactions contemplated hereunder that Agent, the Joint Arrangers, or the Bookrunner may reasonably
request, including but not limited to financial projections relating to the foregoing, and (iii) assistance in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the syndication.

 §18.2    Register. 

The Agent shall maintain on behalf of the Borrower a copy of each assignment delivered to it and a register or similar list (the “Register”) for the
recordation of the names and addresses of the Lenders and the Commitment Percentages of and principal amount of the Loans owing to the Lenders from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and
the Borrower, the Guarantors, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and the
Lenders at any reasonable time and from time to time upon reasonable prior notice. Upon each such recordation, the assigning Lender agrees to pay to the Agent a registration fee in the sum of $3,500.00. 

  
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 §18.3    New Notes. 

Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the
Agent shall record the information contained therein in the Register. Within five (5) Business Days after receipt of notice of such assignment from Agent, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for
each surrendered Note, a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations
hereunder, a new Note to the order of the assigning Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal
to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be canceled
and returned to the Borrower. 
 §18.4    Participations. 

Each Lender may sell participations to one or more Lenders or other entities in all or a portion of such Lender’s rights and obligations under this
Agreement and the other Loan Documents; provided that (a) any such sale or participation shall not affect the rights and duties of the selling Lender hereunder, (b) such participation shall not entitle such participant to any rights
or privileges under this Agreement or any Loan Documents, including without limitation, rights granted to the Lenders under §4.8, §4.9, §4.10 and §13, (c) such participation shall not entitle the participant to the right to
approve waivers, amendments or modifications, (d) such participant shall have no direct rights against the Borrower, (e) such sale is effected in accordance with all Applicable Laws, and (f) such participant shall not be a Person
controlling, controlled by or under common control with, or which is not otherwise free from influence or control by the Borrower and/or any Guarantor and shall not be a Defaulting Lender or an Affiliate of a Defaulting Lender; provided,
however, such Lender may agree with the participant that it will not, without the consent of the participant, agree to (i) increase, or extend the term or extend the time or waive any requirement for the reduction or termination of, such
Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or portions thereof owing to such Lender (other than pursuant to an extension of the Revolving Credit Maturity Date or Term Loan
Maturity Date, as applicable, pursuant to §2.12), (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or (v) release any Guarantor or any material Collateral (except as
otherwise permitted under this Agreement). Any Lender which sells a participation shall promptly notify the Agent of such sale and the identity of the purchaser of such interest. In addition, each Lender that sells a participation 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 or other
obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information
relating to a participant’s interest in any Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat
each Person whose name is recorded in the Participant Register as the 

  
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owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no
responsibility for maintaining a Participant Register. 
 §18.5    Pledge by Lender. 

Any Lender may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of its Note) to any of the
twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. §341, any other central bank having jurisdiction over such Lender, or to such other Person as the Agent may approve to secure obligations of such
Lender. No such pledge or the enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any of the other Loan Documents. 

§18.6    No Assignment by Borrower. 

The Borrower shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each of the Lenders. 

§18.7    Disclosure. 

The Borrower agrees to promptly cooperate with any Lender in connection with any proposed assignment or participation of all or any portion of its Commitment.
The Borrower agrees that in addition to disclosures made in accordance with standard banking practices any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or
participants hereunder. Each Lender agrees for itself that it shall use reasonable efforts in accordance with its customary procedures to hold confidential all non-public information obtained from the Borrower
or any Guarantor that has been identified in writing as confidential by any of them, and shall use reasonable efforts in accordance with its customary procedures to not disclose such information to any other Person, it being understood and agreed
that, notwithstanding the foregoing, a Lender may make (a) disclosures to its participants (provided such Persons are advised of the provisions of this §18.7), (b) disclosures to its directors, officers, employees, Affiliates, accountants,
appraisers, legal counsel and other professional advisors of such Lender (provided that such Persons who are not employees of such Lender are advised of the provision of this §18.7), (c) disclosures customarily provided or reasonably required
by any potential or actual bona fide assignee, transferee or participant or their respective directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual
assignment or transfer by such Lender of any Loans or any participations therein (provided such Persons are advised of the provisions of this §18.7), (d) disclosures to bank regulatory authorities or self-regulatory bodies with jurisdiction
over such Lender, or (e) disclosures required or requested by any other Governmental Authority or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by Applicable Law or court order, each Lender
shall notify the Borrower of any request by any Governmental Authority or representative thereof prior to disclosure (other than any such request in connection with any examination of such Lender by such Governmental Authority) for disclosure of any
such non-public information prior to disclosure of such information. In addition, each Lender may make disclosure of such information to any contractual counterparty in swap agreements or such contractual
counterparty’s professional 

  
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advisors (so long as such contractual counterparty or professional advisors agree to be bound by the provisions of this §18.7). In addition, each Lender may make disclosure of such
information to any contractual counterparty in swap agreements or such contractual counterparty’s professional advisors (provided such contractual counterparty or professional advisors are advised of the provisions of this §18.7). In
addition the Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors and, similar service providers to the lending industry; provided that such information is limited to deal
terms and other information customarily found in publications produced by such Persons and service providers to the Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. Non-public information shall not include any information which is or subsequently becomes publicly available other than as a result of a disclosure of such information by a Lender, or prior to the delivery to such
Lender is within the possession of such Lender if such information is not known by such Lender to be subject to another confidentiality agreement with or other obligations of secrecy to the Borrower or the Guarantors, or is disclosed with the prior
approval of the Borrower. Nothing herein shall prohibit the disclosure of non-public information to the extent necessary to enforce the Loan Documents. 

§18.8    Mandatory Assignment. 

In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request
requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by the Required Lenders, but is not approved by one or more of the Lenders (any such non-consenting
Lender shall hereafter be referred to as the “Non-Consenting Lender”), then, within thirty (30) Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting Lender, the Borrower shall have the right as to such Non-Consenting Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Lender within thirty (30) Business Days of receipt of such notice, to elect to cause the Non-Consenting Lender to transfer its Commitment. The Agent shall
promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the
Non-Consenting Lender (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent). In the event that the Lenders do not
elect to acquire all of the Non-Consenting Lender’s Commitment, then the Agent shall endeavor to find a new Lender or Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment
of the Non-Consenting Lender, the Non-Consenting Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the
date of purchase, and the Non-Consenting Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an
Assignment and Acceptance Agreement in the form attached hereto as Exhibit L and such Non-Consenting Lender’s original Note. Notwithstanding anything in this §18.8 to the contrary, any Lender or
other Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Lender must consent to the proposed amendment, modification or waiver. The purchase price for the Non-Consenting Lender’s Commitment shall equal any and all amounts outstanding and owed by Borrower to the Non-Consenting Lender, including principal and all accrued and
unpaid interest or fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Lender if the Loans were to be repaid in full on the date


  
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of such purchase of the Non-Consenting Lender’s Commitment (provided that the Borrower may pay to such
Non-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender). 

§18.9    Amendments to Loan Documents. 

Upon any such assignment, the Borrower and the Guarantors shall, upon the request of the Agent, enter into such documents as may be reasonably required by the
Agent to modify the Loan Documents to reflect such assignment. 
 §18.10    Titled Agents. 

The Titled Agents shall not have any additional rights or obligations under the Loan Documents, except for those rights, if any, as a Lender and those
expressly set forth herein as to such Titled Agent. 
 §19.    NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS. 

(a)    Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement
(hereinafter in this §19 referred to as “Notice”), but specifically excluding to the maximum extent permitted by law any notices of the institution or commencement of foreclosure proceedings, must be in writing and shall be deemed to
have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, or as expressly permitted herein, by
telecopy, and addressed as follows: 
 If to the Agent or KeyBank: 

KeyBank National Association 

4910 Tiedeman Road, 3rd Floor 

Brooklyn, Ohio 44144 

Attn: Real Estate Capital Services 

With a copy to: 

KeyBank National Association 

1200 Abernathy Road, N.E., Suite 1550 

Atlanta, Georgia 30328 

Attn: Mr. Daniel Stegemoeller 

Telecopy No.: (770) 510-2195 

and 

  
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Dentons US LLP 
 Suite 5300 

303 Peachtree Street, N.E. 

Atlanta, Georgia 30308 
 Attn:
William F. Timmons, Esq. 
 Telecopy No.: (404) 527-4198 

If to the Borrower: 
 Carter
Validus Operating Partnership II, LP 
 Two Urban Center 

4890 West Kennedy Blvd., Suite 650 

Tampa, Florida 33609 
 Attn:
Todd Sakow, Chief Financial Officer 
 Telecopy No.: (813) 287-0397 

With a copy to: 
 Morris,
Manning and Martin, LLP 
 1600 Atlanta Financial Center 

3343 Peachtree Road, NE 

Atlanta, Georgia 30326 
 Attn: HeathDouglas D.
LinskySelph, Esq. 
 Telecopy No.: (404) 365-9532 

to any other Lender which is a party hereto, at the address for such Lender set forth on its signature page hereto, and to any Lender which may hereafter
become a party to this Agreement, at such address as may be designated by such Lender. Each Notice shall be effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States Mail as
aforesaid, or if transmitted by telecopy, is permitted, upon being sent and confirmation of receipt. The time period in which a response to such Notice must be given or any action taken with respect thereto (if any), however, shall commence to run
from the date of receipt if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business Days following such deposit or the date of receipt as disclosed on the return
receipt. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of the Notice sent. By giving at least fifteen (15) days prior Notice thereof, the
Borrower, a Lender or Agent shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United
States of America. 
 (b)    Loan Documents and notices under the Loan Documents may, with Agent’s approval, be
transmitted and/or signed by facsimile and by signatures delivered in “PDF” format by electronic mail. The effectiveness of any such documents and signatures shall, subject to Applicable Law, have the same force and effect as an original
copy with manual signatures and shall be binding on the Borrower, the Guarantors, Agent and Lenders. Agent may also require that any such documents and signature delivered by facsimile or “PDF” format by electronic mail be


  
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confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver any such manually-signed original shall not affect the effectiveness of any facsimile or
“PDF” document or signature. 
 (c)    Notices and other communications to the Agent, the Lenders and the
Issuing Lender hereunder may be delivered or furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures approved by the Agent, provided that the foregoing shall not apply to notices to any
Lender or Issuing Lender pursuant to §2 if such Lender or Issuing Lender, as applicable, has notified the Agent that it is incapable of receiving notices under such Section by electronic communication. The Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless
the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient
(such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient, at its e mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor;
provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next business day for the recipient. 
  

	§20.    RELATIONSHIP.	 



Neither the Agent nor any Lender has any fiduciary relationship with or fiduciary duty to the Borrower, any Guarantor or their respective
Subsidiaries arising out of or in connection with this Agreement or the other Loan Documents or the transactions contemplated hereunder and thereunder, and the relationship between each Lender and Agent, and the Borrower is solely that of a lender
and borrower, and nothing contained herein or in any of the other Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower. 

§21.    GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. 

THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN OR THEREIN, SHALL, PURSUANT TO NEW
YORK GENERAL OBLIGATIONS LAW SECTION 5 1401, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF COMPETENT
JURISDICTION IN THE STATE OF NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN). THE BORROWER FURTHER ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY RELATED
APPELLATE COURT AND IRREVOCABLY (i) AGREES TO BE BOUND BY ANY JUDGMENT 

  
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RENDERED THEREBY WITH RESPECT TO THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AND (ii) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT
IN SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT FORUM. THE BORROWER FURTHER AGREES THAT SERVICE OF PROCESS IN ANY SUCH SUIT MAY BE MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19 HEREOF. IN ADDITION TO THE COURTS OF THE
STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT OR ANY LENDER MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY ASSETS OF THE BORROWER AND THE GUARANTORS EXIST AND THE BORROWER CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19 HEREOF. 
  

	§22.    HEADINGS.	 



The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof. 

 

	§23.    COUNTERPARTS.	 



This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when
so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom
enforcement is sought. 
 §24.    ENTIRE AGREEMENT, ETC. 

This Agreement and the Loan Documents is intended by the parties as the final, complete and exclusive statement of the transactions evidenced
by this Agreement and the Loan Documents. All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superseded by this Agreement and the Loan Documents, and no party is relying on any promise,
agreement or understanding not set forth in this Agreement and the Loan Documents. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in §27. 

§25.    WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. 

EACH OF THE BORROWER, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF
ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES 

  
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AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS §25. THE BORROWER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS §25 WITH
LEGAL COUNSEL AND THAT THE BORROWER AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT. 
 §26.    DEALINGS WITH
THE BORROWER. 
 The Agent, the Lenders and their affiliates may accept deposits from, extend credit to, invest in, act as trustee under
indentures of, serve as financial advisor of, and generally engage in any kind of banking, trust or other business with the Borrower, the Guarantors and their respective Subsidiaries or any of their Affiliates regardless of the capacity of the Agent
or the Lender hereunder. The Lenders acknowledge that, pursuant to such activities, KeyBank or its Affiliates may receive information regarding such Persons (including information that may be subject to confidentiality obligations in favor of such
Person) and acknowledge that the Agent shall be under no obligation to provide such information to them. Borrower acknowledges, on behalf of itself and its Affiliates, that the Agent and each of the Lenders and their respective Affiliates may be
providing debt financing, equity capital or other services (including financial advisory services) in which Borrower and its Affiliates may have conflicting interests regarding the transactions described herein and otherwise. Neither the Agent nor
any Lender will use confidential information described in §18.7 obtained from Borrower by virtue of the transactions contemplated hereby or its other relationships with Borrower and its Affiliates in connection with the performance by the Agent
or such Lender or their respective Affiliates of services for other companies, and neither the Agent nor any Lender nor their Affiliates will furnish any such information to other companies. Borrower, on behalf of itself and its Affiliates, also
acknowledges that neither the Agent nor any Lender has any obligation to use in connection with the transactions contemplated hereby, or to furnish to Borrower, confidential information obtained from other companies. Borrower, on behalf of itself
and its Affiliates, further acknowledges that one or more of the Agent and Lenders and their respective Affiliates may be a full service securities firm and may from time to time effect transactions, for its own or its Affiliates’ account or
the account of customers, and hold positions in loans, securities or options on loans or securities of Borrower and its Affiliates. 

§27.    CONSENTS, AMENDMENTS, WAIVERS, ETC. 

Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given, and any
term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or the Guarantors of any terms of this Agreement or such other


  
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instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the
written consent of the Required Lenders. Notwithstanding the foregoing, no modification or waiver of the definition of Pool Availability may occur without the written consent of Agent and the Required Lenders. Notwithstanding the foregoing, none of
the following may occur without the written consent of: (a) in the case of a reduction in the rate of interest on the Notes (other than a reduction or waiver of default interest), the consent of each Lender holding a Note affected by such
interest rate reduction; (b) in the case of an increase in the amount of the Revolving Credit Commitment or Term Loan Commitment of the Lenders (except as provided in §2.11 and §18.1), the consent of such Lender whose Commitment is
increased; (c) in the case of any increase in the Total Commitment (other than in connection with an increase under §2.11), the consent of each Lender; (d) in the case of a forgiveness, reduction or waiver of the principal of any
unpaid Loan or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Loan Documents, the consent of each Lender that would have otherwise received such principal, interest or fee; (e) in the case
of a change in the amount of any fee payable to a Lender hereunder, the consent of each Lender to which such fee would otherwise be owed; (f) in the case of the postponement of any date fixed for any payment of principal of or interest on the
Loan, the consent of each Lender that would otherwise have received such principal or interest at such earlier fixed date; (g) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.12) or Term Loan A
Maturity Date or Term Loan B Maturity Date, the consent of each Lender whose Commitment is thereby extended; (h) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender
directly affected thereby; (i) in the case of the release of the Borrower, any Guarantor or any Collateral except as otherwise provided in this Agreement, the consent of each Lender; (j) in the case of an amendment of the definition of
Required Lenders, the consent of each Lender, in the case of an amendment of the definition of Majority Revolving Credit Lenders, the consent of each Revolving Credit Lender, in the case of an amendment of the definition of Majority Term Loan A
Lenders, the consent of each Term Loan A Lender, in the case of an amendment of the definition of Majority Term Loan B Lenders, the consent of each Term Loan B Lender and in the case of an amendment of any requirement for consent by all of the
Lenders, the consent of each Lender; (k) in the case of any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage, the consent of
each such Lender thereby required to fund a pro rata share other than based on its Commitment Percentage; (l) in the case of an amendment to this §27, each Lender directly affected directly thereby; or (m) in the case of an amendment
of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number of Lenders to approve such action, the consent of each Lender, in the case of an amendment
of any provision of this Agreement or the Loan Documents which requires the approval of the Majority Revolving Credit Lenders to require a lesser number of Lenders to approve such action, the consent of each Revolving Credit Lender, in the case of
amendment of any provision of this Agreement or the Loan Documents which requires the approval of the Majority Term Loan A Lenders to require a lesser number of Lenders to approve such action, the consent of each Term Loan A Lender, and in the case
of amendment of any provision of this Agreement or the Loan Documents which requires the approval of the Majority Term Loan B Lenders to require a lesser number of Lenders to approve such action, the consent of each Term Loan B Lender; (n) in
the case of an amendment or waiver of the conditions contained in §11 to all Revolving Credit Lenders making any Loan or 

  
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issuing any Letter of Credit, the consent of the Majority Revolving Credit Lenders; or (o) in the case of the issuance or an extension of a Letter of Credit beyond the Revolving Credit
Maturity Date, the consent of each Revolving Credit Lender. The provisions of §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with
respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Any fee letter may be
amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. 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, except as provided in §2.12, 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender). The Borrower agrees to enter into such modifications or amendments of this
Agreement or the other Loan Documents as reasonably may be requested by KeyBank, the Joint Arrangers, and the Bookrunner in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or
increases any of the obligations of the Borrower hereunder. Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner
contemplated by §2.11 and the extension of the Revolving Credit Maturity Date as provided in §2.12. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or
delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or
demand in similar or other circumstances. 
 Further notwithstanding anything to the contrary in this §27, if the Agent and the
Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan
Documents, the Agent and the Borrower shall be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of
the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to this Agreement. 

§28.    SEVERABILITY. 

The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other
clause or provision of this Agreement in any jurisdiction. 

  
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 §29.    TIME OF THE ESSENCE. 

 Time is of the essence with respect to each and every covenant, agreement and obligation of the Borrower and the Guarantors under this
Agreement and the other Loan Documents. 
 §30.    NO UNWRITTEN AGREEMENTS. 

 THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW. 

§31.    REPLACEMENT NOTES. 

 Upon receipt of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of any Note, and in the
case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to the Borrower or, in the case of any such mutilation, upon surrender and cancellation of the applicable Note, the Borrower will execute
and deliver, in lieu thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution and delivery all references in the Loan Documents to such Note shall be
deemed to refer to such replacement Note. 
 §32.    NO THIRD PARTIES BENEFITED. 

 This Agreement and the other Loan Documents are made and entered into for the sole protection and legal benefit of the Borrower, the
Guarantors, the Lenders, the Agent, the Joint Arrangers, the Bookrunner and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any of the other Loan Documents. All conditions to the performance of the obligations of the Agent and the Lenders under this Agreement, including the obligation to make Loans and issue Letters of Credit, are
imposed solely and exclusively for the benefit of the Agent and the Lenders and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that the Agent and the Lenders
will refuse to make Loans or issue Letters of Credit in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely
waived in whole or in part by the Agent and the Lenders at any time if in their sole discretion they deem it desirable to do so. In particular, the Agent and the Lenders make no representations and assume no obligations as to third parties
concerning the quality of any construction by the
BorrowerREIT or any of its Subsidiaries of any development or the absence therefrom of defects. 

§33.    PATRIOT ACT. 

 Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that, pursuant to the requirements of
the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes names and addresses and other information that will allow such Lender or the Agent, as applicable, to identify the
Borrower in accordance with the Patriot Act. 

  
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 §34.    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 acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

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

(b)    the effects of any Bail-In Action on any such liability, including, if
applicable: 
 (i)    a reduction in full or in part or cancellation of any such liability; 

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with
respect to any such liability under this Agreement or any other Loan Document; or 
 (iii)    the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 

§35.    AMENDMENT AND RESTATEMENT OF LOAN DOCUMENTS. 

 In order to facilitate the amendment and restatement of the Existing Credit Agreement, certain new lenders are becoming a party to this
Agreement as Term Loan Lenders and/or Revolving Credit Lenders. Contemporaneously with the execution of this Agreement, (i) the Existing Revolving Credit Commitments and Existing Revolving Credit Loans shall be allocated among the Revolving
Credit Lenders that are a party to this Agreement in accordance with their respective Revolving Credit Commitment Percentages, and (ii) the Existing Term Loan Commitments and Existing Term Loans shall be allocated among the Term Loan Lenders
that are a party to this Agreement in accordance with their respective Term Loan Commitment Percentages. The foregoing is done as an accommodation to the Borrower and the Lenders, and shall be deemed to have occurred with the same force and effect
as if such assignments were evidenced by the applicable Assignment and Acceptance Agreement (as defined in the Existing Credit Agreement), and no other documents shall be, or shall be required to be, executed in connection therewith, except as
provided in §2.1 and §2.2. Any payment that is due and payable to any Lender under the Existing Credit Agreement as of the date of this Agreement shall be due and payable in the amount determined pursuant to the Existing Credit Agreement
for periods prior to the Closing Date on the next payment date for such interest or fee set forth in this Agreement. 

  
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 §36.    WAIVER OF CLAIMS. 

Borrower and Parent acknowledge, represent and agree that Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims,
counterclaims or causes of action of any kind or nature whatsoever with respect to the “Loan Documents” (as defined in the Existing Credit Agreement and this Agreement), the administration or funding of the “Loans” (as defined in
the Existing Credit Agreement and this Agreement), or with respect to any acts or omissions of Agent or any past or present directors, officers, agents or employees of Agent or any of the Lenders, whether under the Existing Credit Agreement or this
Agreement or the Loan Documents, and each of Borrower and Parent does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any. 

[remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, each of the undersigned have caused this Agreement to be executed
by its duly authorized representatives as of the date first set forth above. 
  

					
	BORROWER:	 	
	
	CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership
		
	By:	 	Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner
			
		 	By:	 	  

		 	Name:	 	Todd M. Sakow
		 	Title:   	 	Chief Financial Officer and Treasurer
	
	(SEAL)


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	AGENT AND LENDERS:
	
	 KEYBANK NATIONAL ASSOCIATION,

individually as a Lender and as Agent



 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	COMPASS BANK, individually as a Lender and as a Co-Syndication Agent


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent




			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	WHITNEY BANK dba HANCOCK WHITNEY BANK, individually as a Lender
and as a Co-Documentation Agent


 
			
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



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	CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent




			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	TEXAS CAPITAL BANK, N.A.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	CADENCE BANK, N.A.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	SYNOVUS BANK
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	WOODFOREST NATIONAL BANK, a national banking association


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	VALLEY NATIONAL BANK, a national banking association


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	RENASANT BANK


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	UNITED COMMUNITY BANK


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	AMERICAN MOMENTUM BANK


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	FIRST TENNESSEE BANK NATIONAL ASSOCIATION


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. SILICON VALLEY BRANCH


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	PROVIDENCE BANK, dba PREMIER BANK TEXAS


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



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	EASTERN BANK


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
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 EXHIBIT A 

FORM OF AMENDED AND RESTATED REVOLVING CREDIT NOTE 
  

			
	$                    	  	            , 20        

 FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to
                    
                     (“Payee”), or order, in accordance with the terms of that certain Third Amended and Restated Credit Agreement,
dated as of April 27, 2018, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the
extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of                     
($                    ), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily
interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of
interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the
Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used
herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 
 Payments hereunder shall be made to
the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as Agent may designate from time to time. 

This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings
under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in
the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. 

Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now
existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received
by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be
reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive
interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the
undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest 

  
 A-1 












 
paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the
principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall
control all agreements between the undersigned Maker and the Lenders and the Agent. 
 In case an Event of Default shall occur, the entire
principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. 

This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the
laws of the State of New York. 
 The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest,
notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note,
except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. 

This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement
of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the
obligations evidenced thereby. 
 IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on the day and
year first above written. 
  

					
	CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership
		
	By:    	 	Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	(SEAL)



  
 A-2 












 EXHIBIT B 

FORM OF AMENDED AND RESTATED SWING LOAN NOTE 
  

			
	$    ,000,000.00	  	                    , 20        

 FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to
                    
                     (“Payee”), or order, in accordance with the terms of that certain Third Amended and Restated Credit Agreement,
dated as of April 27, 2018, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the
extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of              Million and No/100 Dollars ($    ,000,000.00),
or such amount as may be advanced by the Payee under the Credit Agreement as a Swing Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per
annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by
Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the
stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 

Payments hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as
Agent may designate from time to time. 
 This Amended and Restated Swing Loan Note (this “Note”) is one of one or more Swing Loan
Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject
to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. 

Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now
existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received
by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be
reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive
interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the
undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest 

  
 B-1 












 
paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the
principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall
control all agreements between the undersigned Maker and the Lenders and the Agent. 
 In case an Event of Default shall occur, the entire
principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. 

This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the
laws of the State of New York. 
 The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest,
notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note,
except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. 

This Note is delivered in amendment and restatement of the “Swing Loan Note” as such term is defined in the Existing Credit
Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby. 

IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on the day and year first above written. 

 

					
	CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership
		
	By:    	 	Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	(SEAL)



  
 B-2 












 EXHIBIT C-1 

FORM OF AMENDED AND RESTATED TERM LOAN A NOTE 
  

			
	 $    ,000,000.00
	  	                    , 20    

 FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to
                                
                                 (“Payee”), or order, in accordance with
the terms of that certain Third Amended and Restated Credit Agreement, dated as of April 27, 2018, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from
time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Term Loan Maturity Date, the principal sum of              Million and
No/100 Dollars ($    ,000,000.00), or such amount as may be advanced by the Payee under the Credit Agreement as a Term Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the
principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with
interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit
Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the
Credit Agreement. 
 Payments hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at
such other address as Agent may designate from time to time. 
 This Amended and Restated Term Loan A Note (this “Note”) is one of
one or more Term Loan Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Term Loan Date and is
subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. 

Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now
existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received
by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be
reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive
interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the
undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest 

  
 C-1-1 












 
paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the
principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall
control all agreements between the undersigned Maker and the Lenders and the Agent. 
 In case an Event of Default shall occur, the entire
principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. 

This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the
laws of the State of New York. 
 The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest,
notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note,
except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. 

This Note is delivered in amendment and restatement of the “Term Loan Notes” as such term is defined in the Existing Credit
Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby. 

IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on the day and year first above written. 

 

					
	CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership


 
					
		
	By:	 	Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner


 
					
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  



 (SEAL) 

  
 C-1-2 












 EXHIBIT
C-12 

FORM OF AMENDED AND RESTATED TERM LOAN B NOTE 
  

			
	 $    ,000,000.00
	  	                    , 20    

 FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to
                                
                                 (“Payee”), or order, in accordance with
the terms of that certain Third Amended and Restated Credit Agreement, dated as of April 27, 2018, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from
time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Term Loan Maturity Date, the principal sum of              Million and
No/100 Dollars ($    ,000,000.00), or such amount as may be advanced by the Payee under the Credit Agreement as a Term Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the
principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with
interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit
Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the
Credit Agreement. 
 Payments hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at
such other address as Agent may designate from time to time. 
 This Amended and Restated Term Loan B Note (this “Note”) is one of
one or more Term Loan Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Term Loan Date and is
subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. 

Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now
existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received
by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be
reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive
interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the
undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest 

  
 C-2-1 












 
paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the
principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall
control all agreements between the undersigned Maker and the Lenders and the Agent. 
 In case an Event of Default shall occur, the entire
principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. 

This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the
laws of the State of New York. 
 The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest,
notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note,
except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. 

This Note is delivered in amendment and restatement of the “Term Loan Notes” as such term is defined in the Existing Credit
Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby. 

IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on the day and year first above written. 

 

					
	CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership
		
	By:	 	Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner


 
					
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

			
		 	(SEAL)	 	



  
 C-2-2 












 EXHIBIT D 

FORM OF REQUEST FOR TERM LOAN 

KeyBank National Association, as Agent 
 1200 Abernathy Road,
N.E., Suite 1550 
 Atlanta, Georgia 30328 

Attn:  Shelly West 
 Ladies and Gentlemen: 

Pursuant to the provisions of §2.7 of that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as the
same may hereafter be amended, the “Credit Agreement”), by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time
party thereto, the Borrower hereby requests and certifies as follows: 
 1.    Term Loan. The Borrower hereby
requests a [Term Loan A] [Term Loan B] under §2.2 of the Credit Agreement: 
 Principal Amount:
$                     
 Type
(LIBOR Rate, Base Rate): 
 Drawdown Date: 

Interest Period for LIBOR Rate Loans: 

by credit to the general account of the Borrower with the Agent at the Agent’s Head Office. 

2.    Use of Proceeds. Such Loan shall be used for purposes permitted by §2.9 of the Credit Agreement. 

3.    No Default. Borrower certifies that the Borrower and the Guarantors are and will be in compliance with all
covenants under the Loan Documents after giving effect to the making of the Loan requested hereby and no Default or Event of Default has occurred and is continuing. No condemnation proceedings are pending or, to the undersigned’s knowledge,
threatened against any Borrowing Base Asset, except as disclosed in writing to Agent. 
 4.    Representations
True. Borrower certifies, represents and agrees that each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or their respective Subsidiaries, contained in the Credit Agreement, in the other Loan Documents
or in any document or instrument delivered pursuant to or in connection with the Credit Agreement was true in all material respects as of the date on which it was made and, is true in all material respects as of the date hereof and shall also be
true in all material respects at and as of the Drawdown Date for the Loan requested hereby, with the same effect as if made at and as of such Drawdown Date, except to the extent of changes resulting from transactions permitted by the Loan Documents
(it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date). 

  
 D-1 












 5.    Other Conditions. The undersigned chief executive officer,
president or chief financial officer of the
BorrowerREIT certifies, represents and agrees that all other conditions to the making of the Loan requested hereby set forth in the Credit Agreement have been satisfied or waived in writing. 

6.    Definitions. Terms defined in the Credit Agreement are used herein with the meanings so defined. 

IN WITNESS WHEREOF, the undersigned has duly executed this request this
             day of                     ,
201    . 
  

							
		 	CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership
			
		 	By:	  	Carter Validus Mission Critical REIT II, Inc.,a Maryland corporation, its general partner


 

					
		 	By:	 	  



 
					
		 	Name:	 	Todd Sakow                           
                                     



 
					
		 	Title:	 	Chief Financial
Officer                                     
       
			
		 	(SEAL)	 	



  
 D-2 












 EXHIBIT E 

FORM OF JOINDER AGREEMENT 

THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of         ,
20    , by                     , a
                     (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of that
certain Third Amended and Restated Credit Agreement dated as of April 27, 2018, as from time to time in effect (the “Credit Agreement”), by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank
National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement. 

RECITALS 

A.    Joining Party is required, pursuant to §5.5 of the Credit Agreement, to become an additional Subsidiary
Guarantor under the Guaranty, the Indemnity Agreement and the Contribution Agreement. 
 B.    Joining Party expects to
realize direct and indirect benefits as a result of the availability to the Borrower of the credit facilities under the Credit Agreement. 

NOW, THEREFORE, Joining Party agrees as follows: 

AGREEMENT 

1.    Joinder. By this Joinder Agreement, Joining Party hereby becomes a “Subsidiary Guarantor” and a
“Guarantor” under the Credit Agreement, the Guaranty, [the Indemnity Agreement,] and the other Loan Documents with respect to all the Obligations of the Borrower now or hereafter incurred under the Credit Agreement and the other
Loan Documents, and a “Subsidiary Guarantor” under the Contribution Agreement. Joining Party agrees that Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and
waivers applicable to a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, [the Indemnity Agreement,] the other Loan Documents and the Contribution Agreement. 

2.    Representations and Warranties of Joining Party. Joining Party represents and warrants to Agent that, as of
the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures
delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents applicable to a “Guarantor” or “Subsidiary Guarantor” are true and correct in
all material respects as applied to Joining Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the
Contribution Agreement of the Subsidiary Guarantors apply to Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that Joining Party becomes a Subsidiary Guarantor. 

  
 E-1 












 3.    Joint and Several. Joining Party hereby agrees that, as of
the Effective Date, the Guaranty, the Contribution Agreement and the Indemnity Agreement heretofore delivered to the Agent and the Lenders shall be a joint and several obligation of Joining Party to the same extent as if executed and delivered by
Joining Party, and upon request by Agent, will promptly become a party to the Guaranty, the Contribution Agreement [and the Indemnity Agreement] to confirm such obligation. 

4.    Further Assurances. Joining Party agrees to execute and deliver such other instruments and documents and take
such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement. 

5.    GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL,
PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

6.    Counterparts. This Joinder Agreement may be executed in any number of counterparts which shall together
constitute but one and the same agreement. 
 7. The effective date (the “Effective Date”) of this Joinder Agreement is
            , 201    . 
 IN WITNESS WHEREOF,
Joining Party has executed this Joinder Agreement under seal as of the day and year first above written. 
  

					
	 “JOINING PARTY”
	 	
		
	  
	 	 , a

	
                   
                                         
        
	 	
		
	
By:                  
                                         
                                   
	 	
	
Name:                  
                                         
                              
	 	
	
Title:                  
                                         
                                
	 	
	
	[SEAL]


  

	
	ACKNOWLEDGED:
	
	KEYBANK NATIONAL ASSOCIATION, as Agent
	
	By:                                     
                                       
	
	Its:                                     
                                        



  
 E-2 












 EXHIBIT F 

INTENTIONALLY OMITTED 

  
 F-1 












 EXHIBIT G 

[INTENTIONALLY OMITTED] 

  
 G-1 












 EXHIBIT H 

FORM OF REQUEST FOR REVOLVING CREDIT LOAN 

KeyBank National Association, as Agent 
 1200 Abernathy Road,
N.E., Suite 1550 
 Atlanta, Georgia 30328 

Attn:  Shelly West 
 Ladies and Gentlemen: 

Pursuant to the provisions of §2.7 of that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as the
same may hereafter be amended, the “Credit Agreement”), by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time
party thereto, the undersigned Borrower hereby requests and certifies as follows: 
 1.      Revolving
Credit Loan. The undersigned Borrower hereby requests a [Revolving Credit Loan under §2.1] [Swing Loan under §2.5] of the Credit Agreement: 

Principal Amount: $                     

Type (LIBOR Rate, Base Rate): 

Drawdown Date: 
 Interest Period
for Revolving Credit LIBOR Rate Loans: 
 by credit to the general account of the Borrower with the Agent at the Agent’s Head Office. 

[If the requested Loan is a Swing Loan and the Borrower desires for such Loan to be a Revolving Credit LIBOR Rate Loan following its
conversion as provided in §2.5(d), specify the Interest Period following conversion:                        ]

 2.      Use of Proceeds. Such Loan shall be used for purposes permitted by §2.9 of the
Credit Agreement. 
 3.      No Default. The undersigned chief executive officer, president, chief
financial officer or chief accounting officer of
BorrowerREIT certifies on behalf of
BorrowerREIT (and not in his individual capacity) that the Borrower and the Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby
and no Default or Event of Default has occurred and is continuing. Attached hereto is a Pool Certificate setting forth a calculation of the Pool Availability after giving effect to the Loan requested hereby. No condemnation proceedings are pending
or, to the undersigned’s knowledge, threatened against any Pool Property. 

4.      Representations True. The undersigned chief executive officer, president, chief financial officer
or chief accounting officer of the Borrower certifies, represents and agrees on 

  
 H-1 












 behalf of the Borrower (and not in his individual capacity) that each of the representations
and warranties made by or on behalf of the Borrower, the Guarantors or their respective Subsidiaries, contained in the Credit Agreement, in the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the
Credit Agreement was true in all material respects as of the date on which it was made and, is true in all material respects as of the date hereof and shall also be true at and as of the Drawdown Date for the Loan requested hereby, with the same
effect as if made at and as of such Drawdown Date, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a
specified date shall be required to be true and correct only as of such specified date). 
 5.    Other
Conditions. The undersigned chief executive officer, president, chief financial officer or chief accounting officer of the BorrowerREIT certifies, represents and agrees on behalf of the BorrowerREIT (and not in his individual capacity) that all other conditions to the making of the Loan requested hereby set forth in the Credit Agreement have been satisfied or waived in writing. 

6.    Definitions. Terms defined in the Credit Agreement are used herein with the meanings so defined. 

IN WITNESS WHEREOF, the undersigned has duly executed this request this          day of
            , 201    . 
  

					
	CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership
		
	By:	 	Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner


 
					
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	(SEAL)



  
 H-2 












 EXHIBIT I 

FORM OF LETTER OF CREDIT REQUEST 

[DATE] 
 KeyBank National
Association, as Agent 
 4910 Tiedeman Road, 3rd Floor 

Brooklyn, Ohio 44144 
 Attn: Real Estate Capital Services 

 

	 	Re:	 Letter of Credit Request under Third Amended and Restated Credit Agreement dated as of April 27, 2018



 Ladies and Gentlemen: 

Pursuant to §2.10 of that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018, by and among you, certain
other Lenders and Carter Validus Operating Partnership II, LP (the “Borrower”), as amended from time to time (the “Credit Agreement”), we hereby request that you issue a Letter of Credit as follows: 

(i)     Name and address of beneficiary: 

(ii)     Face amount: $ 

(iii)     Proposed Issuance Date: 

(iv)     Proposed Expiration Date: 

(v)     Other terms and conditions as set forth in the proposed form of Letter of Credit attached hereto. 

(vi)     Purpose of Letter of Credit: 

This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions and
provisions set forth in §2.10 of the Credit Agreement. 
 The undersigned chief executive officer, president, chief financial officer
or chief accounting officer of the
BorrowerREIT certifies on behalf of the Borrower and the Guarantors (and not in his individual capacity) that the Borrower is
and Guarantors will be in compliance with all covenants under the
Loan Documents after giving effect to the issuance of the Letter of Credit requested hereby and no Default or Event of Default has occurred and is continuing. Attached hereto is a Pool Certificate setting forth a calculation of the Pool Availability
after giving effect to the Letter of Credit requested hereby. No condemnation proceedings are pending or, to the undersigned’s knowledge, threatened against any Pool Property. 

  
 I-1 












 We also understand that if you grant this request this request obligates us to accept the
requested Letter of Credit and pay the issuance fee and Letter of Credit fee as required by §2.10(e). All capitalized terms defined in the Credit Agreement and used herein without definition shall have the meanings set forth in §1.1 of the
Credit Agreement. 
 The undersigned chief executive officer, president, chief financial officer or chief accounting officer of the BorrowerREIT certifies, represents and agrees on behalf of the Borrower and the Guarantors (and not in his individual capacity) that each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or their respective Subsidiaries, contained in the Credit Agreement, in
the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement was true in all material respects as of the date on which it was made, is true as of the date hereof and shall also be true at
and as of the proposed issuance date of the Letter of Credit requested hereby, with the same effect as if made at and as of the proposed issuance date, except to the extent of changes resulting from transactions permitted by the Loan Documents (it
being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date). 

 

					
	CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership
		
	By:	 	Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner


 
							
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

	
	(SEAL)



  
 I-2 












 EXHIBIT J 

FORM OF POOL CERTIFICATE 
 KeyBank
National Association, as Agent 
 1200 Abernathy Road, N.E. 

Suite 1550 
 Atlanta, Georgia 30328 

Attn: Kristin Centracchio 
 Ladies and Gentlemen: 

Reference is made to that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as the same may hereafter be
amended, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto. Terms
defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. 
 Pursuant to the
Credit Agreement, the REIT, on the Borrower’s behalf, is furnishing to you herewith this Pool Certificate and supporting calculations and information. The information presented herein has been prepared in accordance with the requirements of the
Credit Agreement. 
 The undersigned is providing the attached information to demonstrate the components of the Pool and the calculation of
the Pool Availability. All Pool Properties included in the calculation of the Pool Availability satisfy the requirements of the Credit Agreement to be included therein. 

IN WITNESS WHEREOF, the undersigned has duly executed this Pool Certificate this          day of
                    , 201    . 
  

			
	CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation


 
			
		
	By:	 	  



 
			
	Name:	 	  



 
			
	Title:	 	  

	
	(SEAL)



  
 J-1 












 POOL AVAILABILITY WORKSHEET 

  
 J-2 












 EXHIBIT K 

FORM OF COMPLIANCE CERTIFICATE 

KeyBank National Association, as Agent 
 1200 Abernathy Road N.E.

 Suite 1550 
 Atlanta, Georgia 30328 

Attn: Kristin Centracchio 
 Ladies and Gentlemen: 

Reference is made to that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as the same may hereafter be
amended, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto. Terms
defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. 
 Pursuant to the
Credit Agreement, the REIT is furnishing to you herewith (or has most recently furnished to you) the consolidated financial statements of the REIT for the fiscal period ended
                         (the “Balance Sheet Date”). Such financial statements have been prepared in accordance with
GAAP and present fairly the consolidated financial position of the REIT at the date thereof and the results of its operations for the periods covered thereby. 

This certificate is submitted in compliance with requirements of §2.11(e)(iv), §5.3(d), §5.4(b), §7.4(c), §10.12 or
§11.3 of the Credit Agreement, as applicable. If this certificate is provided under a provision other than §7.4(c), the calculations provided below are made using the consolidated financial statements of the REIT as of the Balance Sheet
Date adjusted in the best good faith estimate of the REIT to give effect to the making of a Loan, issuance of a Letter of Credit, acquisition or disposition of property or other event that occasions the preparation of this certificate; and the
nature of such event and the estimate of the REIT of its effects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the chief financial officer or chief accounting officer of the REIT. 

The undersigned representative has caused the provisions of the Loan Documents to be reviewed and has no knowledge of any Default or Event of
Default. (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and the actions taken, being taken or proposed to be taken
by the Borrower with respect thereto.) 
 The undersigned is providing the attached information to demonstrate compliance as of the date
hereof with the covenants described in the attachment hereto. 

  
 K-1 












 IN WITNESS WHEREOF, the undersigned has duly executed this Compliance Certificate on behalf
of the REIT (and not in his individual capacity) this              day of
                    , 201    . 
  

			
	CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation


 
			
		
	By:	 	  



 
			
	Name:	 	  



 
			
	Title:	 	  




  
 K-2 












 APPENDIX TO COMPLIANCE CERTIFICATE 

  
 K-3 












 WORKSHEET 

GROSS ASSET VALUE* 

  
 K-4 












 EXHIBIT L 

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT 

THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Agreement”) dated
                            , by and between
                     (“Assignor”), and
                             (“Assignee”). 

W I T N E S S E T H: 

WHEREAS, Assignor is a party to that certain Third Amended and Restated Credit Agreement, dated April 27, 2018, as, by and among
CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Borrower”), the other lenders that are or may become a party thereto, and KEYBANK NATIONAL ASSOCIATION, individually and as Agent (as amended from
time to time, the “Credit Agreement”); and 
 WHEREAS, Assignor desires to transfer to Assignee [Describe Assigned
Commitment] under the Credit Agreement and its rights with respect to the Commitment assigned and its Outstanding Loans with respect thereto; 

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 

1.    Definitions. Terms defined in the Credit Agreement and used herein without definition shall have the
respective meanings assigned to such terms in the Credit Agreement. 
 2.    Assignment. 

(a)     Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by Assignee to
Assignor pursuant to Paragraph 5 of this Agreement, effective as of the “Assignment Date” (as defined in Paragraph 7 below), Assignor hereby irrevocably sells, transfers and assigns to Assignee, without recourse, a portion of its
[Revolving Credit] [Term Loan] Note in the amount of $                     representing a
$                     [Revolving Credit] [Term Loan] Commitment, and a
                     percent (            %) [Revolving Credit] [Term Loan]
Commitment Percentage, and a corresponding interest in and to all of the other rights and obligations under the Credit Agreement and the other Loan Documents relating thereto (the assigned interests being hereinafter referred to as the
“Assigned Interests”), including Assignor’s share of all outstanding [Revolving Credit] [Term] Loans with respect to the Assigned Interests and the right to receive interest and principal on and all other fees and amounts with
respect to the Assigned Interests, all from and after the Assignment Date, all as if Assignee were an original Lender under and signatory to the Credit Agreement having a [Revolving Credit] [Term Loan] Commitment Percentage equal to the
amount of the respective Assigned Interests. 
 (b)    Assignee, subject to the terms and conditions hereof, hereby
assumes all obligations of Assignor with respect to the Assigned Interests from and after the Assignment Date as if Assignee were an original Lender under and signatory to the Credit Agreement, which


  
 L-1 












 
obligations shall include, but shall not be limited to, the obligation to make [Revolving Credit] [Term] Loans to the Borrower with respect to the Assigned Interests and to indemnify the
Agent as provided therein (such obligations, together with all other obligations set forth in the Credit Agreement and the other Loan Documents are hereinafter collectively referred to as the “Assigned Obligations”). Assignor shall have no
further duties or obligations with respect to, and shall have no further interest in, the Assigned Obligations or the Assigned Interests. 

3.    Representations and Requests of Assignor. 

(a)     Assignor represents and warrants to Assignee (i) that it is legally authorized to, and has full power and
authority to, enter into this Agreement and perform its obligations under this Agreement; (ii) that as of the date hereof, before giving effect to the assignment contemplated hereby the principal face amount of Assignor’s [Revolving
Credit] [Term Loan] Note is $                     and the aggregate outstanding principal balance of the [Revolving Credit] [Term] Loans made
by it equals $            , and (iii) that it has forwarded to the Agent the [Revolving Credit] [Term Loan] Note held by Assignor. Assignor makes no representation or warranty,
express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness or sufficiency of any
Loan Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the continued existence, sufficiency or value of any Pool
Properties, the Collateral or any assets of the Borrower which may be realized upon for the repayment of the Loans, or the performance or observance by the Borrower of any of its obligations under the Loan Documents to which it is a party or any
other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such
interests are free and clear of any adverse claim. 
 (b)    Assignor requests that the Agent obtain replacement
Revolving Credit Notes or Term Loan Notes, as applicable, for each of Assignor and Assignee as provided in the Credit Agreement. 

4.    Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of
the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing, Assignee (a) represents and warrants that it is legally authorized to, and has full power and authority
to, enter into this Agreement and perform its obligations under this Agreement; (b) confirms that it has received copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Agreement; (c) agrees that it has and will, independently and without reliance upon Assignor, any other Lender or the Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the assets of the Borrower and the Guarantors, and taking or not taking action under the Loan Documents;
(d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; (e) agrees that, by this Assignment, Assignee
has become a party to and will perform in accordance with their terms all the obligations which by 

  
 L-2 












 
the terms of the Loan Documents are required to be performed by it as a Lender; (f) represents and warrants that Assignee does not control, is not controlled by, is not under common control
with and is otherwise free from influence or control by, the Borrower or REIT and is not a Defaulting Lender or Affiliate of a Defaulting Lender, (g) represents and warrants that if Assignee is not incorporated under the laws of the United
States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes and (h) if
Assignee is an assignee of any portion of the Revolving Credit Notes or the Term Loan Notes, Assignee has a net worth as of the date hereof of not less than $100,000,000.00 unless waived in writing by Borrower and Agent as required by the Credit
Agreement. Assignee agrees that Borrower may rely on the representation contained in Section 4(h). 

5.    Payments to Assignor. In consideration of the assignment made pursuant to Paragraph 1 of this Agreement,
Assignee agrees to pay to Assignor on the Assignment Date, an amount equal to $                     representing the aggregate principal amount
outstanding of the [Revolving Credit] [Term] Loans owing to Assignor under the Loan Agreement and the other Loan Documents with respect to the Assigned Interests. 

6.    Payments by Assignor. Assignor agrees to pay the Agent on the Assignment Date the registration fee required
by §18.2 of the Credit Agreement. 
 7.    Effectiveness. 

(a)    The effective date for this Agreement shall be
                         (the “Assignment Date”). Following the execution of this Agreement, each party hereto shall
deliver its duly executed counterpart hereof to the Agent for acceptance and recording in the Register by the Agent. 

(b)    Upon such acceptance and recording and from and after the Assignment Date, (i) Assignee shall be a party to
the Credit Agreement and, to the extent of the Assigned Interests, have the rights and obligations of a Lender thereunder, and (ii) Assignor shall, with respect to the Assigned Interests, relinquish its rights and be released from its
obligations under the Credit Agreement. 
 (c)    Upon such acceptance and recording and from and after the Assignment
Date, the Agent shall make all payments in respect of the rights and interests assigned hereby accruing after the Assignment Date (including payments of principal, interest, fees and other amounts) to Assignee. 

(d)    All outstanding LIBOR Rate Loans shall continue in effect for the remainder of their applicable Interest Periods
and Assignee shall accept the currently effective interest rates on its Assigned Interest of each LIBOR Rate Loan. 

  
 L-3 












 8.    Notices. Assignee specifies as its address for notices and
its Lending Office for all assigned Loans, the offices set forth below: 
  

									
		 	Notice Address:	  		  	
		 	    	  	     
	  	    
		 	    	  	     
	  	    
		 	    	  	     
	  	    
		 	    	  	     
	  	    
		 		  	Attn:
                                         
                                         
      
		 		  	Facsimile:	  	

 Domestic Lending Office:      Same as above 

Eurodollar Lending Office:    Same as above 

9.    Payment Instructions. All payments to Assignee under the Credit Agreement shall be made as provided in the
Credit Agreement in accordance with the separate instructions delivered to Agent. 
 10.    GOVERNING
LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 11.    Counterparts. This Agreement may be executed in
any number of counterparts which shall together constitute but one and the same agreement. 
 12.    Amendments.
This Agreement may not be amended, modified or terminated except by an agreement in writing signed by Assignor and Assignee, and consented to by Agent. 

13.    Successors. This Agreement shall inure to the benefit of the parties hereto and their respective successors
and assigns as permitted by the terms of Credit Agreement. 
 [signatures on following page] 

  
 L-4 












 IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this
Agreement to be executed on its behalf by its officers thereunto duly authorized, as of the date first above written. 
  

			
	ASSIGNEE:


 
			
		
	By:	 	  

		 	Title:


 
			
	
	ASSIGNOR:


 
			
		
	By:	 	  

	    	 	Title:


  

			
	 RECEIPT ACKNOWLEDGED AND
 ASSIGNMENT
CONSENTED TO BY:

	
	KEYBANK NATIONAL ASSOCIATION, as Agent


			
		
	By:	 	  

		 	Title:

  

					
	CONSENTED TO BY:1
	
	 CARTER VALIDUS OPERATING

PARTNERSHIP II, LP, a Delaware limited partnership

		
	By:	 	Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner


					
			
	    	 	By:	 	  



					
		 	Name:	 	  



					
		 	Title:	 	  



					
		 	(SEAL)

  

	1 	 Insert to extent required by Credit Agreement 



  
 L-5 












 EXHIBIT M 

FORM OF LETTER OF CREDIT APPLICATION 

[See Attached] 

  
 M-1 












 



 

  
 M-2 












 



 

  
 M-3 












 EXHIBIT N-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 that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), the financial institutions party thereto and their assignees under
§18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. 

Pursuant to the provisions of §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any Note(s) evidencing such 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 Agent and the Borrower with a certificate of its non-U.S. Person
status on IRS Form W-8BEN. 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 Agent, and (2) the undersigned shall have at all times furnished the Borrower and the 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. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF LENDER]


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 
			
	
	Date:                     , 20        



  
 N-1 












 EXHIBIT N-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 that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), the financial institutions party thereto and their assignees under
§18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. 

Pursuant to the provisions of §4.3 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. 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. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement. 
  

			
	 [NAME OF
PARTICIPANT]



 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 
			
	
	Date:                     , 20        



  
 N-2 












 EXHIBIT N-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 that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), the financial institutions party thereto and their assignees under
§18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. 

Pursuant to the provisions of §4.3 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
(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN 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. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	  
 [NAME OF
PARTICIPANT]



 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	Date:                      , 20    



  
 N-3 












 EXHIBIT N-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 that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), the financial institutions party thereto and their assignees under
§18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. 

Pursuant to the provisions of §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of
the Loan(s) (as well as any Note(s) evidencing such 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 Loan(s) (as well as any Note(s) evidencing
such 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 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 (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN 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 Agent, and (2) the undersigned shall have at all times furnished the Borrower and the 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. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	  

[NAME OF LENDER]



 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	Date:                          , 20    



  
 N-4 












 SCHEDULE 1.1 

TOTAL REVOLVING CREDIT COMMITMENT 
  

									
	 Name and Address
	  	Revolving Credit
Commitment	 	  	Revolving Credit
Commitment
Percentage	 
	 KeyBank National Association

1200 Abernathy Road, Suite 1550

Atlanta, Georgia 30328

Attention: Daniel Stegemoeller

Telephone: 770-510-2102

Facsimile: 770-510-2195
	  	$	51,430,000.00	 	  	 	11.428888888889	% 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Capital One, National Association

Commercial & Specialty Finance

2 Bethesda Metro Center, 5th Floor

Bethesda, MD 20814

Attn: Portfolio Manager Healthcare Real Estate

Telephone: 301-280-0215

Telecopy: 301-280-0299
	  	$	51,430,000.00	 	  	 	11.428888888889	% 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Compass Bank
  

999 18th Street Ste 2900

Denver, Colorado 80202

Attn: Scott Childs

Telephone: 303-217-2272

Facsimile: 866-984-8668
	  	$	51,430,000.00	 	  	 	11.428888888889	% 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 SunTrust Bank

303 Peachtree St NE, 22nd Floor

Atlanta, GA 30308

Attn: Danny Stover, SVP

Telephone: 404-813-5079
	  	$	51,430,000.00	 	  	 	11.428888888889	% 


  
 Schedule 1.1 - Page-1














									
	 Name and Address
	  	Revolving Credit
Commitment	 	  	Revolving Credit
Commitment
Percentage	 
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Fifth Third Bank

200 East Robinson Street, 10th Floor

Orlando, Florida 32801

Attention: Scott Quinn

Telephone: 407-999-3040

Facsimile: 407-999-3105
	  	 	$45,000,000.00	 	  	 	10.000000000000%	 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Hancock
Whitney Bank
 12 Cadillac Drive, Suite 200

Brentwood, TN 37027

Attn: Megan Brearey

Telephone 615-823-1927

Facsimile 615-373-3990
	  	 	$32,140,000.00	 	  	 	7.142222222222%	 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Synovus Bank

800 Shades Creek Parkway

Birmingham, Alabama 35209

Attention: Virgie Johnson

Telephone: 205-868-4840

Facsimile: 205-868-4749
	  	 	$25,715,000.00	 	  	 	5.714444444444%	 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Cadence Bank, N.A.

102 Woodmont Boulevard, Suite 243

Nashville, Tennessee 37205

Attn: Andrew Warfield

Telephone: 615-345-0208
	  	 	$22,500,000.00	 	  	 	5.000000000000%	 


  
 Schedule 1.1 - Page-2














									
	 Name and Address
	  	Revolving Credit
Commitment	 	  	Revolving Credit
Commitment
Percentage	 
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Texas Capital Bank, N.A.

2000 McKinney Avenue, Suite 700

Dallas, Texas 75201

Attention: Brett A. Walker

Telephone: 469-399-8598

Facsimile: 214-932-6604
	  	$	22,500,000.00	 	  	 	5.000000000000	% 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Mega International Commercial Bank Co.,

Ltd. Silicon Valley Branch

333 W. San Carlos Street, Suite 100

San Jose, California 95110

Attn: Christine Ma

Telephone: 408-283-1888

Facsimile: 408-283-1678
	  	$	16,070,000.00	 	  	 	3.571111111111	% 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Valley National Bank

107 S. Frankling St. Suite 300

Tampa, Florida 33602

Attention: Erica Gordon

Telephone: 813-418-4071

Facsimile: 813-418-4062
	  	$	16,070,000.00	 	  	 	3.571111111111	% 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Woodforest National Bank

1599 Lake Robbins Drive, Suite 100

The Woodlands, Texas 77380

Attention:    John Ellis SVP and

                   
 Jacob McGee AVP

Telephone:  832-375-2368
(Ellis)
 832-375-2601 (McGee)

Facsimile:    
832-375-3368 (Ellis)

832-375-3601 (McGee)
	  	$	16,070,000.00	 	  	 	3.571111111111	% 


  
 Schedule 1.1 - Page-3














									
	 Name and Address
	  	Revolving Credit
Commitment	 	  	Revolving Credit
Commitment
Percentage	 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 First Tennessee Bank

701 Market St.

Chattanooga, Tennessee 37402

Attn: Mandi McCarty

Telephone: 423-757-4075

Facsimile: 901-579-3428
	  	 	$12,860,000.00	 	  	 	2.857777777778%	 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Eastern Bank

605 Broadway, LF-24

Saugus, Massachusetts 01906

Attn: Jared H. Ward

Telephone: 781-581-4261

Facsimile: 781-581-4225
	  	 	$9,640,000.00	 	  	 	2.142222222222%	 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Renasant Bank

1820 West End Avenue

Nashville, Tennessee 37203

Attention: Craig Gardella, EVP

Telephone: 615-234-1625

Facsimile: 615-340-3027
	  	 	$9,640,000.00	 	  	 	2.142222222222%	 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	 Premier Bank dba Premier Bank Texas

1115 S. Main St.

Grapevine, Texas 76051

Attn: Angela Thornton

Telephone: 817-305-0436

Facsimile: 817-329-5502
	  	 	$6,430,000.00	 	  	 	1.428888888889%	 


  
 Schedule 1.1 - Page-4














									
	 Name and Address
	  	Revolving Credit
Commitment	 	  	Revolving Credit
Commitment
Percentage	 
			
	 LIBOR Lending Office

Same as Above
	  				  			
			
	United Community Bank 
830 Lowcountry Blvd Ste 200 
Mt Pleasant, South Carolina 29464 
Attn: Charles D. Chamberlain	  	$	6,430,000.00	 	  	 	1.428888888889	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	American Momentum Bank 
One Momentum Boulevard 
College Station, Texas 77845 
Attn: Teresa Eoff 
Telephone: 979-599-9374 
Facsimile: 979-599-5019	  	$	3,215,000.00	 	  	 	0.714444444444	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
		  	  
	  
	 	  	  
	  
	 
			
	TOTAL	  	$	450,000,000.00	 	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 


  
 Schedule 1.1 - Page-5













 TOTAL TERM LOAN A COMMITMENT 

 

									
	 Name and Address
	  	Term Loan A
Commitment	 	  	Term Loan A
Commitment
Percentage	 
	 KeyBank National Association
 1200 Abernathy
Road, Suite 1550
 Atlanta, Georgia 30328
 Attention: Daniel
Stegemoeller
 Telephone: 770-510-2102

Facsimile: 770-510-2195
	  	$	28,570,000.00	 	  	 	11.428000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Capital One, National Association
 2 Bethesda
Metro Center
 Bethesda, Maryland 20814
 Attn: Danny Moore

Telephone: 571-375-5068

Telecopy: 469-522-3588
	  	$	28,570,000.00	 	  	 	11.428000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Compass Bank
  

999 18th Street Ste 2900
 Denver, Colorado 80202

Attn: Scott Childs
 Telephone: 303-217-2272
 Facsimile:
866-984-8668
	  	$	28,570,000.00	 	  	 	11.428000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 SunTrust Bank
 303 Peachtree St NE, 22nd
Floor
 Atlanta, GA 30308
 Attn: Danny Stover, SVP

Telephone: 404-813-5079
	  	$	28,570,000.00	 	  	 	11.428000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			


  
 Schedule 1.1 - Page-6














									
	 Name and Address
	  	Term Loan A
Commitment	 	  	Term Loan A
Commitment
Percentage	 
	 Fifth Third Bank
 230 Public Square

Maildrop U37051
 Franklin, TN 37064

Attention: Benjamin Chen
	  	$	25,000,000.00	 	  	 	10.000000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Hancock Whitney Bank

12 Cadillac Drive, Suite 200
 Brentwood, TN 37027

Attn: Megan Brearey
 Telephone 615-823-1927
 Facsimile
615-373-3990
	  	$	17,860,000.00	 	  	 	7.144000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Synovus Bank
 800 Shades Creek Parkway

Birmingham, Alabama 35209
 Attention: Virgie Johnson

Telephone: 205-868-4840

Facsimile: 205-868-4749
	  	$	14,285,000.00	 	  	 	5.714000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Cadence Bank, N.A.
 102 Woodmont Boulevard,
Suite 243
 Nashville, Tennessee 37205
 Attn: Andrew
Warfield
 Telephone: 615-345-0208
	  	$	12,500,000.00	 	  	 	5.000000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			


  
 Schedule 1.1 - Page-7














									
	 Name and Address
	  	Term Loan A
Commitment	 	  	Term Loan A
Commitment
Percentage	 
	 Texas Capital Bank, N.A.
 2000 McKinney Avenue,
Suite 700
 Dallas, Texas 75201
 Attention: Brett A. Walker

Telephone: 469-399-8598

Facsimile: 214-932-6604
	  	$	12,500,000.00	 	  	 	5.000000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Mega International Commercial Bank Co.,
 Ltd.
Silicon Valley Branch
 333 W. San Carlos Street, Suite 100
 San
Jose, California 95110
 Attn: Christine Ma
 Telephone: 408-283-1888
 Facsimile: 408-283-1678
	  	$	8,930,000.00	 	  	 	3.572000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Valley National Bank
 107 S. Frankling St. Suite
300
 Tampa, Florida 33602
 Attention: Erica Gordon

Telephone: 813-418-4071

Facsimile: 813-418-4062
	  	$	8,930,000.00	 	  	 	3.572000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Woodforest National Bank
 1599 Lake Robbins
Drive, Suite 100
 The Woodlands, Texas 77380

Attention:    John Ellis SVP and

                    Jacob McGee AVP
 Telephone:  832-375-2368 (Ellis)
 832-375-2601 (McGee)

Facsimile:    832-375-3368 (Ellis)

832-375-3601 (McGee)
	  	$	8,930,000.00	 	  	 	3.572000000000	% 


  
 Schedule 1.1 - Page-8














									
	 Name and Address
	  	Term Loan A
Commitment	 	  	Term Loan A
Commitment
Percentage	 
	LIBOR Lending Office 
Same as Above	  				  			
			
	 First Tennessee Bank
 701 Market St.

Chattanooga, Tennessee 37402
 Attn: Mandi McCarty

Telephone: 423-757-4075

Facsimile: 901-579-3428
	  	$	7,140,000.00	 	  	 	2.856000000000	% 
			
	 Eastern Bank
 605 Broadway, LF-24
 Saugus, Massachusetts 01906

Attn: Jared H. Ward
 Telephone: 781-581-4261
 Facsimile:
781-581-4225
	  	$	5,360,000.00	 	  	 	2.144000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Renasant Bank
 1820 West End Avenue

Nashville, Tennessee 37203
 Attention: Craig Gardella, EVP

Telephone: 615-234-1625

Facsimile: 615-340-3027
	  	$	5,360,000.00	 	  	 	2.144000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Premier Bank Texas
 1115 S. Main St.

Grapevine, Texas 76051
 Attn: Angela Thornton

Telephone: 817-305-436

Facsimile: 817-329-5502
	  	$	3,570,000.00	 	  	 	1.428000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			


  
 Schedule 1.1 - Page-9














									
	 Name and Address
	  	Term Loan A
Commitment	 	  	Term Loan A
Commitment
Percentage	 
	United Community Bank 
40 W. Broad Street, Suite 510 
Greenville, South Carolina 29601 
Attn: Charles D. Chamberlain	  	$	3,570,000.00	 	  	 	1.428000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	American Momentum Bank 
One Momentum Boulevard 
College Station, Texas 77845 
Attn: Teresa Eoff 
Telephone: 979-599-9374 
Facsimile: 979-599-5019	  	$	1,785,000.00	 	  	 	0.714000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
		  	  
	  
	 	  	  
	  
	 
	TOTAL	  	$	250,000,000.00	 	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 


  
 Schedule 1.1 - Page-10













 TOTAL COMMITMENT 

 

									
	 Name and Address
	  	Total Commitment	 	  	Commitment
Percentage	 
	 KeyBank National Association
 1200 Abernathy
Road, Suite 1550
 Atlanta, Georgia 30328
 Attention: Daniel
Stegemoeller
 Telephone: 770-510-2102

Facsimile: 770-510-2195
	  	$	80,000,000.00	 	  	 	11.428571428571	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Capital One, National Association

Commercial & Specialty Finance
 2 Bethesda Metro Center,
5th Floor
 Bethesda, MD 20814
 Attn: Portfolio Manager
Healthcare Real Estate
 Telephone: 301-280-0215

Telecopy: 301-280-0299
	  	$	80,000,000.00	 	  	 	11.428571428571	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Compass Bank
  

999 18th Street Ste 2900
 Denver, Colorado 80202

Attn: Scott Childs
 Telephone: 303-217-2272
 Facsimile:
866-984-8668
	  	$	80,000,000.00	 	  	 	11.428571428571	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 SunTrust Bank
 303 Peachtree St NE, 22nd
Floor
 Atlanta, GA 30308
 Attn: Danny Stover, SVP

Telephone: 404-813-5079
	  	$	80,000,000.00	 	  	 	11.428571428571	% 


  
 Schedule 1.1 - Page-11














									
	 Name and Address
	  	Total Commitment	 	  	Commitment
Percentage	 
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Fifth Third Bank
 230 Public Square

Maildrop U37051
 Franklin, TN 37064

Attention: Benjamin Chen
	  	$	70,000,000.00	 	  	 	10.000000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Hancock Whitney Bank

12 Cadillac Drive, Suite 200
 Brentwood, TN 37027

Attn: Megan Brearey
 Telephone 615-823-1927
 Facsimile
615-373-3990
	  	$	50,000,000.00	 	  	 	7.142857142857	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Synovus Bank
 800 Shades Creek Parkway

Birmingham, Alabama 35209
 Attention: Virgie Johnson

Telephone: 205-868-4840

Facsimile: 205-868-4749
	  	$	40,000,000.00	 	  	 	5.714285714286	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Cadence Bank, N.A.
 102 Woodmont Boulevard,
Suite 243
 Nashville, Tennessee 37205
 Attn: Andrew
Warfield
 Telephone: 615-345-0208
	  	$	35,000,000.00	 	  	 	5.000000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			


  
 Schedule 1.1 - Page-12














									
	 Name and Address
	  	Total Commitment	 	  	Commitment
Percentage	 
	 Texas Capital Bank, N.A.
 2000 McKinney Avenue,
Suite 700
 Dallas, Texas 75201
 Attention: Brett A. Walker

Telephone: 469-399-8598

Facsimile: 214-932-6604
	  	$	35,000,000.00	 	  	 	5.000000000000	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Mega International Commercial Bank Co.,
 Ltd.
Silicon Valley Branch
 333 W. San Carlos Street, Suite 100
 San
Jose, California 95110
 Attn: Christine Ma
 Telephone: 408-283-1888
 Facsimile: 408-283-1678
	  	$	25,000,000.00	 	  	 	3.571428571429	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Valley National Bank
 107 S. Frankling St. Suite
300
 Tampa, Florida 33602
 Attention: Erica Gordon

Telephone: 813-418-4071

Facsimile: 813-418-4062
	  	$	25,000,000.00	 	  	 	3.571428571429	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Woodforest National Bank
 1599 Lake Robbins
Drive, Suite 100
 The Woodlands, Texas 77380

Attention:    JohnEllis SVP and

                   
 JacobMcGee AVP
 Telephone:  832-375-2368 (Ellis)

832-375-2601 (McGee)

Facsimile:   832-375-3368 (Ellis)

832-375-3601 (McGee)
	  	$	25,000,000.00	 	  	 	3.571428571429	% 


  
 Schedule 1.1 - Page-13














									
	 Name and Address
	  	Total Commitment	 	  	Commitment
Percentage	 
	LIBOR Lending Office 
Same as Above	  				  			
			
	 First Tennessee Bank
 701 Market St.

Chattanooga, Tennessee 37402
 Attn: Mandi McCarty

Telephone: 423-757-4075

Facsimile: 901-579-3428
	  	$	20,000,000.00	 	  	 	2.857142857143	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Eastern Bank
 605 Broadway, LF-24
 Saugus, Massachusetts 01906

Attn: Jared H. Ward
 Telephone: 781-581-4261
 Facsimile:
781-581-4225
	  	$	15,000,000.00	 	  	 	2.142857142857	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Renasant Bank
 1820 West End Avenue

Nashville, Tennessee 37203
 Attention: Craig Gardella, EVP

Telephone: 615-234-1625

Facsimile: 615-340-3027
	  	$	15,000,000.00	 	  	 	2.142857142857	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	 Premier Bank
 1115 S. Main St.

Grapevine, Texas 76051
 Attn: Angela Thornton

Telephone: 817-305-0436

Facsimile: 817-329-5502
	  	$	10,000,000.00	 	  	 	1.428571428571	% 
			
	LIBOR Lending Office 
Same as Above	  				  			


  
 Schedule 1.1 - Page-14














									
	 Name and Address
	  	Total Commitment	 	  	Commitment
Percentage	 
	United Community Bank 
40 W. Broad Street, Suite 510 
Greenville, South Carolina 29601 
Attn: Charles D. Chamberlain	  	$	10,000,000.00	 	  	 	1.428571428571	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
			
	American Momentum Bank 
One Momentum Boulevard 
College Station, Texas 77845 
Attn: Teresa Eoff 
Telephone: 979-599-9374 
Facsimile: 979-599-5019	  	$	5,000,000.00	 	  	 	0.714285714286	% 
			
	LIBOR Lending Office 
Same as Above	  				  			
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	700,000,000.00	 	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 


  
 Schedule 1.1 - Page-15













 SCHEDULE 1.2 

SUBSIDIARY GUARANTORS 
  

	1.	 HC-11250 Fallbrook Drive, LLC, a Delaware limited liability company



  

	2.	 HCII-5525 Marie Avenue, LLC, a Delaware limited liability company 



 

	3.	 Health Care II-110 Charlois Boulevard, LLC, a Delaware limited
liability company 


  

	4.	 HCII-110 Charlois Boulevard, LP, a Delaware limited partnership



  

	5.	 HCII-150 York Street, LLC, a Delaware limited liability company



  

	6.	 HCII-1800 Park Place Avenue, LLC, a Delaware limited liability company 



 

	7.	 HCII-5100 Indian Creek Parkway, LLC, a Delaware limited liability company 



 

	8.	 DCII-505 W. Merrill Street, LLC, a Delaware limited liability company



  

	9.	 HCII-30 Pinnacle Drive PA, LP, a Delaware limited partnership



  

	10.	 HCII-30 Pinnacle Drive, LLC, a Delaware limited liability company



  

	11.	 HCII-110 East Medical Center Blvd., LLC, a Delaware limited liability
company 


  

	12.	 HCII-15 Enterprise Drive, LLC, a Delaware limited liability company



  

	13.	 HCII-68 Cavalier Boulevard, LLC, a Delaware limited liability company



  

	14.	 HCII-107 First Park Drive, LLC, a Delaware limited liability company



  

	15.	 HCII-3590 Lucille Drive, LLC, a Delaware limited liability company 



 

	16.	 HCII-237 William Howard Taft Road, LLC, a Delaware limited liability
company 


  

	17.	 HCII-2752 Century Boulevard PA, LP, a Delaware limited partnership 



 

	18.	 HCII-2752 Century Boulevard, LLC, a Delaware limited liability company 



 

	19.	 HCII-200 Memorial Drive, LLC, a Delaware limited liability company



  

	20.	 DCII-5400-5510 Feltl Road, LLC, a Delaware limited liability company 



 

	21.	 HCII-2001 Hermann Drive, LLC, a Delaware limited liability company 



 

	22.	 HCII-1131 Papillion Parkway, LLC, a Delaware limited liability company 



 

	23.	 HCII-Heritage Park, LLC, a Delaware limited liability company 



  
 Schedule 1.2 - Page-1














	24.	 HCII-HPI Healthcare Portfolio, LLC, a Delaware limited liability
company 


  

	25.	 HCII-750 12th
Avenue, LLC, a Delaware limited liability company 


  

	26.	 DCII-700 Austin Avenue, LLC, a Delaware limited liability company



  

	27.	 HCII HPI-3212 SW
89th Street, LLC, a Delaware limited liability company 


  

	28.	 HCII HPI-3125 SW
89th Street, LLC, a Delaware limited liability company 


  

	29.	 HCII HPI-3110 SW
89th Street, LLC, a Delaware limited liability company 


  

	30.	 HCII HPI-1616 S. Kelly Avenue, LLC, a Delaware limited liability
company 


  

	31.	 HCII HPI-300 NW
32nd Street, LLC, a Delaware limited liability company 


  

	32.	 HCII HPI-3115 SW
89th Street, LLC, a Delaware limited liability company 


  

	33.	 DCII-5225 Exchange Drive, LLC, a Delaware limited liability company 



 

	34.	 DCII-3255 Neil Armstrong Boulevard, LLC, a Delaware limited liability company 



 

	35.	 DCII-200 Campus Drive, LLC, a Delaware limited liability company



  

	36.	 HCII-11200 North Portland Avenue, LLC, a Delaware limited liability company 



 

	37.	 DCII-400 Minuteman Road, LLC, a Delaware limited liability company



  

	38.	 C&Y Partners, LLC, a Delaware limited liability company 



 

	39.	 DCII-1501 Opus Place, LLC, a Delaware limited liability company 



 

	40.	 DCII-10309 Wilson Blvd., LLC, a Delaware limited liability company 



 

	41.	 DCII-2601 W. Broadway Road, LLC, a Delaware limited liability company 



 

	42.	 HCII-2111 Ogden Avenue, LLC, a Delaware limited liability company 



 

	43.	 DCII-1400 Crossbeam Dr., LP, a Delaware limited partnership 



 

	44.	 DCII-1400 Crossbeam Drive, LLC, a Delaware limited liability company 



 

	45.	 DCII-1400 Kifer Road, LLC, a Delaware limited liability company 



 

	46.	 DCII-8700 Govenors Hill Drive, LLC, a Delaware limited liability company 



 

	47.	 HCII-9800 Levin Road NW, LLC, a Delaware limited liability company 



  
 Schedule 1.2 - Page-2














	48.	 HCII-4409 NW Anderson Hill Road, LLC, a Delaware limited liability company 



 

	49.	 DCII-2005 East Technology Circle, LLC, a Delaware limited liability company 



 

	50.	 HCII-1015 S. Washington Avenue, LLC, a Delaware limited liability company 



 

	51.	 DCPII-SAC-11085 Sun Center
Drive, LLC, a Delaware limited liability company 


  

	52.	 DCPII-SAC-3065 Gold Camp Drive,
LLC, a Delaware limited liability company 


  

	53.	 DCII-4121 Perimeter Center Place, LLC, a Delaware limited liability company 



 

	54.	
HCII-1601
 West Hebron Parkway, LLC, a Delaware limited liability company 


  

	55.	

HCII-455 Park Grove Drive, LLC, a Delaware limited liability company 


  

	56.	
DCII-400
 Holger Way, LLC, a Delaware limited liability company 


  

	57.	
HCII-2006
 4th Street, LLC, a Delaware limited liability company 


  

	58.	

HCII-307 E. Scenic Valley Avenue, LLC, a Delaware limited liability company 


  

	59.	
DCII-4726
 Hills and Dales Road NW, LLC, a Delaware limited liability company 


  

	60.	

HCII-3&5 Medical Park Drive, LLC, a Delaware limited liability company 


  

	61.	
HCII-1200
 North Main Street, LLC, a Delaware limited liability company 


  

	62.	

HCII-124 Sawtooth Oak Street, LLC, a Delaware limited liability company 


  

	63.	
HCII-23157
 I-30 Frontage Road, LLC, a Delaware limited liability company 


  

	64.	 HCII-12499 University Avenue, LLC, a Delaware
limited liability company 


  

	65.	
HCII-2414
 and 2418 North Oak Street, LLC, a Delaware limited liability company 



  
 Schedule 1.2 - Page-3













 SCHEDULE 1.3 

INITIAL POOL PROPERTIES 
  

					
	 Property Owner
	  	 Name of Property
	  	 Address

			
	 1. HC-11250 Fallbrook Drive, LLC
	  	Cy-Fair Surgery Center	  	11250 Fallbrook Drive, Houston, TX
			
	 2. HCII-5525 Marie Avenue, LLC
	  	Mercy IMF	  	5525 Marie Avenue, Cincinnati, OH
			
	 3. HCII-110 Charlois Boulevard, LP
	  	Penta IMF	  	110 Charlois Blvd., Winston-Salem, NC
			
	 4. HCII-150 York Street, LLC
	  	New England Sinai	  	150 York Street, Stoughton, MA
			
	 5. HCII-1800 Park Place Avenue, LLC
	  	Baylor MOB	  	1800 Park Place Avenue, Ft. Worth, TX
			
	 7. HCII-5100 Indian Creek Parkway, LLC
	  	Heartland Rehab	  	5100 Indian Creek Pkwy, Overland Park, KS
			
	 8. DCII-505 W. Merrill Street, LLC
	  	Online Tech Data Center	  	505 W. Merrill Street, Indianapolis, IN
			
	 9. HCII-30 Pinnacle Drive PA, LP
	  	Clarion IMF	  	30 Pinnacle Drive, Clarion, PA
			
	 10. HCII-110 East Medical Center Blvd., LLC
	  	Post-Acute Webster	  	110 East Medical Center Blvd., Webster, TX
			
	 11. HCII-15 Enterprise Drive, LLC
	  	CMK IMF Portfolio	  	15 Enterprise Drive, Augusta, ME
			
	 12. HCII-68 Cavalier Boulevard, LLC
	  	CMK IMF Portfolio	  	68 Cavalier Boulevard, Florence, KY
			
	 13. HCII-107 First Park Drive, LLC
	  	CMK IMF Portfolio	  	107 First Park Drive, Oakland, ME
			
	 14. HCII-3590 Lucille Drive, LLC
	  	CMK IMF Portfolio	  	3590 Lucille Drive, Columbia, OH
			
	 15. HCII-237 William Howard Taft Road, LLC
	  	CMK IMF Portfolio	  	237 William Howard Taft Road, Cincinnati, OH
			
	 16. HCII-2752 Century Boulevard PA, LP
	  	Reading Surgical Institute	  	2752 Century Blvd, Wyomissing, PA
			
	 17. HCII-200 Memorial Drive, LLC
	  	Post-Acute Warm Springs-Lulling	  	200 Memorial Drive, Lulling, TX
			
	 18. DCII-5400-5510 Feltl Road, LLC
	  	Feltl Road Data Center	  	5400-5510 Feltl Road, Minnetonka, MN
			
	 19. HCII-2001 Hermann Drive, LLC
	  	Houston Surgical Hospital and LTACH	  	2001 Hermann Drive, Houston, TX
			
	 20. HCII-1131 Papillion Parkway, LLC
	  	Old Mill Rehab	  	1131 Papillion Parkway, Omaha, NE
			
	 21. HCII-Heritage Park, LLC
	  	Heritage Park	  	3601 N. Calais Street and 1103 E. Sara Swamy Drive, Sherman, TX


  
 Schedule 1.3 - Page-1














					
			
	 22. HCII-HPI Healthcare Portfolio, LLC
	  	TPG Medical Plaza-Western	  	 10001-10021 S. Western Ave.,
 Oklahoma City,
OK

			
	 23. HCII-750 12th Avenue, LLC
	  	Baylor Surgery Center	  	 750 12th Avenue,

Fort Worth, TX

			
	 24. DCII-700 Austin Avenue, LLC
	  	Clear View Waco	  	 700 Austin Avenue,
 Waco, TX

			
	 25. HCII HPI-3212 SW 89th Street, LLC
	  	Fountain Park Family	  	3212 SW 89th Street, Oklahoma City, OK
			
	 26. HCII HPI-3125 SW 89th Street, LLC
	  	HPI Office	  	3125 SW 89th Street, Oklahoma City, OK
			
	 27. HCII HPI-3110 SW 89th Street, LLC
	  	Fountain Park Medical Plaza	  	3110 SW 89th Street, Oklahoma City, OK
			
	 28. HCII HPI-1616 S. Kelly Avenue, LLC
	  	TPG Medical Plaza-Edmond	  	1616 S. Kelly Avenue, Edmond, OK
			
	 29. HCII HPI-300 NW 32nd Street, LLC
	  	Tri-Cities Family Clinic	  	300 NW 32nd Street, Newcastle, OK
			
	 30. HCII HPI-3115 SW 89th Street, LLC
	  	OSSO Spine Center	  	3115 SW 89th Street, Oklahoma City, OK
			
	 31. DCII-5225 Exchange Drive, LLC
	  	Flint Data Center	  	 5225 Exchange Drive,
 Flint, MI

			
	 32. DCII-3255 Neil Armstrong Boulevard, LLC
	  	DataBank Eagan	  	 3255 Neil Armstrong Blvd.,
 Eagan,
MN

			
	 33. DCII-200 Campus Drive, LLC
	  	Somerset Data Center	  	200 Campus Drive, Somerset, NJ
			
	 34. HCII-11200 North Portland Avenue, LLC
	  	Integris Lakeside Women’s Hospital	  	11200 N. Portland Ave., Oklahoma City, OK
			
	 35. DCII-400 Minuteman Road, LLC
	  	400 Minuteman	  	400 Minuteman Road, Andover, MA
			
	 36. DCII-4600 Carothers Parkway, LLC
	  	Peak 10 Tennessee	  	4600 Carothers Parkway, Franklin, TN
			
	 37. DCII-1501 Opus Place, LLC
	  	Ensono	  	 1501 Opus Place,
 Downers Grove,
IL

			
	 38. DCII-10309 Wilson Blvd., LLC
	  	Blythewood Data Center	  	10309 Wilson Boulevard, Blythewood, SC
			
	 39. DCII-2601 W. Broadway Road, LLC
	  	T-Mobile	  	2601 W. Broadway Road, Tempe, AZ
			
	 40. HCII-2111 Ogden Avenue, LLC
	  	Rush-Copley	  	2111 Ogden Avenue, Aurora, IL
			
	 41. DCII-1400 Crossbeam Dr., LP
	  	Charlotte Data Center II	  	1400 Cross Beam Drive, Charlotte, NC
			
	 42. DCII-1400 Kifer Road, LLC
	  	Kifer Data Center	  	1400 Kifer Road, Sunnyvale, CA
			
	 43. DCII-8700 Govenors Hill Drive, LLC
	  	GE Cincinnati	  	8700 Governor’s Hill Drive, Cincinnati, OH
			
	 44. HCII-9800 Levin Road NW, LLC
	  	Clear Creek/Silverdale	  	9800 Levin Road N.W., Silverdale, WA
			
	 45. HCII-4409 NW Anderson Hill Road, LLC
	  	Westsound Silverdale	  	 4409 N.W. Anderson Hill Road,
 Silverdale,
WA



  
 Schedule 1.3 - Page-2














					
			
	46. DCII-2005 East Technology Circle, LLC	  	Wipro	  	 2005 E. Technology Circle,
 Tempe,
AZ

			
	47. HCII-1015 S. Washington Avenue, LLC	  	St. Mary’s Healthcare Facility	  	1015 S. Washington Ave., Saginaw, MI
			
	48. DCPII-SAC-11085 Sun Center Drive, LLC	  	Rancho Cordova I	  	11085 Sun Center Drive, Rancho Cordova, CA
			
	49. DCPII-SAC-3065 Gold Camp Drive, LLC	  	Rancho Cordova II	  	3065 Gold Camp Drive, Rancho Cordova, CA
			
	50. DCII-4121 Perimeter Center Place, LLC	  	TierPoint OKC	  	 4121 Perimeter Center Place,
 Oklahoma City,
OK

			
	51. HCII-1601 West Hebron Parkway, LLC	  	Carrollton Healthcare Facility	  	1601 W. Hebron Pkwy, Carrollton, TX
			
	52. HCII-455 Park Grove Drive, LLC	  	Oceans Katy Behavioral Health Hospital	  	455 Park Grove Drive, Katy, TX
			
	53. DCII-400 Holger Way, LLC	  	AT&T San Jose Data Center	  	400 Holger Way, San Jose, CA
			
	54. HCII-2006 4th Street, LLC	  	Indianola Healthcare I	  	2006 N. 4th Street, Indianola, IA
			
	55. HCII-307 E. Scenic Valley Avenue, LLC	  	Indianola Healthcare II	  	307 E. Scenic Valley Avenue, Indianola, IA
			
	56. DCII-4726 Hills and Dales Road NW, LLC	  	Canton Data Center	  	4726 Hills and Dales Rd NW, Jackson Township, OH
			
	57. HCII-3&5 Medical Park Drive, LLC; HCII-1200 North Main Street, LLC;
HCII-124 Sawtooth Oak Street, LLC; and HCII-23157 I-30 Frontage Road, LLC	  	Benton HC Portfolio	  	3 Medical Park Drive, Benton, AR; 5 Medical Park Drive, Benton, AR; 1200 N. Main Street, Benton, AR; 124 Sawtooth Oak Street, Hot Springs, AR; and 23157 I-30 Frontage Road, Bryant, AR
			
	58. HCII-12499 University Avenue, LLC	  	Clive HC	  	12499 University Ave, Clive, IA
			
	59. HCII-2414 and 2418 North Oak Street, LLC	  	Valdosta HC Portfolio	  	2412 and 2418 N. Oak Street, Valdosta, GA


  
 Schedule 1.3 - Page-3













 SCHEDULE 4.3 

ACCOUNTS 
  

	1)	 KeyBank Collection Account 



Carter Validus Operating Partnership II, LP 

Account Number: 
 Routing Number:

  

	2)	 KeyBank Cash Collateral Account 



Carter Validus Operating Partnership II, LP 

Account Number: 
 Routing Number:


  
 Schedule 4.3 - Page-1













 SCHEDULE 5.3 

ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS 

With respect to any parcel of Real Estate of the Borrower or a Subsidiary Guarantor proposed to be included in the calculation of Pool Availability prior to
the Release of Security Date, each of the following: 
 (a)    Description of Property. A narrative description
and Borrower prepared investment summary of the Real Estate, the improvements thereon and the tenants and Leases relating to such Real Estate. 

(b)    Security Documents. Such Security Documents relating to such Equity Interests of such Guarantor, including
any amendments to or additional Security Documents, in order to grant to the Agent, for the benefit of the Lenders, a first priority perfected lien and security interest in such Equity Interests as the Agent shall in good faith require, duly
executed and delivered by the respective parties thereto (which with respect to a Pool Property shall include the delivery to Agent of certificates evidencing such Equity Interests together with such transfer powers or assignments as the Agent may
reasonably require, and the Agent shall have recorded such UCC financing statements or amendments thereto reflecting such pledge as the Agent may reasonably require). 

(c)    Authority Documents. Such organizational and formation documents of such Subsidiary Guarantor as the Agent
shall in good faith require. 
 (d)    Enforceability Opinion. The favorable legal opinion of counsel to Borrower
or such Subsidiary Guarantor, from counsel reasonably acceptable to the Agent, addressed to the Lenders and the Agent covering the enforceability of such Security Documents, the perfection and priority of the liens created thereby and such other
matters as the Agent shall reasonably request. 
 (e)    Perfection of Liens. Evidence reasonably satisfactory to
the Agent that the Security Documents are effective to create in favor of the Agent a legal, valid and enforceable first lien or security title and security interest in the Collateral subject thereto and that all filings, recordings, deliveries of
instruments and other actions necessary or desirable to protect and preserve such liens or security title or security interests have been duly effected. 

(f)    Survey and Taxes. The Survey of such Real Estate and evidence of payment of all real estate taxes,
assessments and municipal charges on such Real Estate which on the date of determination are required to have been paid under §7.8. 

(g)    Title Insurance; Title Exception Documents. The Title Policy (or “marked” commitment/proforma
policy for a Title Policy) covering such Real Estate, including all endorsements thereto, and together with proof of payment of all fees and premiums for such policy, and true and accurate copies of all documents listed as exceptions under such
policy. 
 (h)    Mezzanine Endorsement. If required by Agent, an ALTA Form
16-06 Mezzanine Financing endorsement or equivalent to the Title Policy relating to such Eligible Real Estate in form and substance reasonably satisfactory to Agent, together with proof of payment of all
premiums for such endorsement. 

  
 Schedule 5.3 - Page-1













 (i)    UCC Certification. A certification from the Title
Insurance Company, records search firm, or counsel satisfactory to the Agent that a search of the appropriate public records disclosed no conditional sales contracts, security agreements, chattel mortgages, leases of personalty, financing statements
or title retention agreements which affect any property, rights or interests of the Borrower or such Subsidiary Guarantor except to the extent that the same are discharged and removed prior to or simultaneously with the inclusion of the Real Estate
in the Pool Availability or Equity Interests in the Collateral. 
 (j)    Management Agreement. A true copy of
the Management Agreement, if any, relating to such Real Estate, which shall be in the form and substance reasonably satisfactory to the Agent and a subordination of the manager’s rights thereunder to the rights of Agent and the Lenders under
the Loan Documents. 
 (k)    Leases. True copies of all Leases relating to such Real Estate together with Lease
Summaries for all such Leases if available, and, if required by Agent, a Rent Roll for such Real Estate certified by the Borrower or Subsidiary Guarantor as accurate and complete as of a recent date, each of which shall be in form and substance
reasonably satisfactory to the Agent. 
 (l)    Lease Form. As required by the Agent, the form of Lease, if any,
to be used by the Borrower or such Subsidiary Guarantor in connection with future leasing of such Pool Property, which shall be in form and substance reasonably satisfactory to the Agent. 

(m)    Pool Value. Any information required by the Agent to determine the Pool Value attributable to such Eligible
Real Estate and compliance with §7.26. 
 (n)    Estoppel Certificates. Estoppel certificates from each
Major Tenant, and from other tenants whose Leases (when taken with the Major Leases) in the aggregate cover at least 75% of the net rentable area of such Real Estate, and from other tenants of such Real Estate as required by Agent, such certificates
to be dated not more than thirty (30) days prior to the inclusion of such Real Estate in the Collateral (unless extended in Agent’s reasonable discretion, but in any case, not to exceed 60 days), each such estoppel certificate to be in
form and substance reasonably satisfactory to the Agent. 
 (o)    Certification Regarding Eligible Real Estate.
A certification by Borrower as to the matters contained in §7.26(a)(i)-(vi). 
 (p)    Certificates of
Insurance. Each of (i) a current certificate of insurance as to the insurance maintained by the Borrower or such Subsidiary Guarantor and the applicable Operator on such Real Estate (including flood insurance if necessary) from the insurer
or an independent insurance broker dated as of the date of determination, identifying insurers, types of insurance, insurance limits, and policy terms; (ii) certified copies of all policies evidencing such insurance (or certificates therefor
signed by the insurer or an agent authorized to bind the insurer); and (iii) such further information and certificates from the Borrower or such Subsidiary Guarantor, its insurers and insurance brokers as the Agent may reasonably request, all
of which shall be in compliance with the requirements of this Agreement. 

  
 Schedule 5.3 - Page-2













 (q)    Property Condition Report. A property condition report
from a firm of professional engineers or architects selected by Borrower and reasonably acceptable to Agent (the “Inspector”) satisfactory in form and content to the Agent, dated not more than ninety (90) days prior to the inclusion
of such Real Estate in the calculation of Pool Availability, addressing such matters as the Agent may reasonably require. 

(r)    Hazardous Substance Assessments. A hazardous waste site assessment report addressed to the Agent (or the
subject of a reliance letter addressed to, and in a form reasonably satisfactory to, the Agent) concerning Hazardous Substances and asbestos on such Real Estate dated or updated not more than ninety (90) days prior to the inclusion of such Real
Estate in the calculation of Pool Availability, from the Environmental Engineer, such report to contain no qualifications except those that are acceptable to the Required Lenders in their reasonable discretion and to otherwise be in form and
substance reasonably satisfactory to the Agent in its sole discretion. 
 (s)    Zoning and Land Use Compliance.
Such evidence regarding zoning and land use compliance as the Agent may require and approve in its reasonable discretion, including, without limitation, a PZR Zoning report. 

(t)    Certificate of Occupancy. A copy of the certificate(s) of occupancy issued to the Borrower or any Subsidiary
Guarantor for such parcel of Real Estate permitting the use and occupancy of the Building thereon (or a copy of the certificates of occupancy issued for such parcel of Real Estate and evidence satisfactory to the Agent that any previously issued
certificate(s) of occupancy is not required to be reissued to the Borrower or any Subsidiary Guarantor), or a legal opinion or certificate from the appropriate authority reasonably satisfactory to the Agent that no certificates of occupancy are
necessary to the use and occupancy thereof. 
 (u)    License and Permits. A copy of any permits or any licenses
needed to operate any Pool Properties, including, without limitation, all Primary Licenses and Permits, and upon reasonable request of Agent, information regarding administrative or regulatory audits, reviews, surveys, investigations or similar
items. 
 (v)    Appraisal. An Appraisal of such Real Estate, in form and substance satisfactory to the Agent and
the Required Lenders as provided in §5.2 and dated not more than ninety (90) days prior to the inclusion of such Real Estate in the calculation of Pool Availability. 

(w)    Budget. An operating and capital expenditure budget for such Real Estate in form and substance reasonably
satisfactory to the Agent. 
 (x)    Operating Statements. Operating statements for such Real Estate in the form
of such statements delivered to the Lenders under §7.4(e) covering each of the four fiscal quarters ending immediately prior to the addition of such Real Estate to the Pool, to the extent available. 

(y)    Environmental Disclosure. Such evidence regarding compliance with §6.20(d) as Agent may reasonably
require. 

  
 Schedule 5.3 - Page-3













 (z)    EBITDAR Information. Financial information from each
tenant of a Pool Property required by Agent to determine compliance with the covenant contained in paragraph (vii) of the definition of “Eligible Real Estate” contained in §1.1. 

(aa)    Reports. Copies of any other third party reports obtained by Borrower with respect to such Real Estate,
including appraisals, feasibility reports and analysis regarding the sustainability of revenues. 

(bb)    Subsidiary Guarantor Documents. With respect to Real Estate owned by a Subsidiary, the Joinder Agreement
and such other documents, instruments, reports, assurances, or opinions as the Agent may reasonably require. 

(cc)    Taxes. The Agent and the Required Lenders shall not have objected to any transfer tax, deed tax, conveyance
tax or similar tax which may be payable as a result of the foreclosure by Agent on behalf of the Lenders of the Equity Interests relating to such Real Estate. 

(dd)    Additional Documents. Such other agreements, documents, certificates, reports or assurances as the Agent
may reasonably require. 
 With respect to any parcel of Real Estate of the Borrower or a Subsidiary Guarantor proposed to be included in
the calculation of Pool Availability following the Release of Security Date, each of the following: 

(a)    Description of Property. A narrative description and Borrower prepared investment summary of the Real
Estate, the improvements thereon and the tenants and Leases relating to such Real Estate. 
 (b)    Authority
Documents. Such organizational and formation documents of such Subsidiary Guarantor as the Agent shall in good faith require. 

(c)    Enforceability Opinion. The favorable legal opinion of counsel to Borrower or such Subsidiary Guarantor,
from counsel reasonably acceptable to the Agent, addressed to the Lenders and the Agent covering the enforceability of the Joinder Agreement and such other matters as the Agent shall reasonably request. 

(d)    UCC Certification. A certification from the Title Insurance Company, records search firm, or counsel
satisfactory to the Agent that a search of the appropriate public records disclosed no conditional sales contracts, security agreements, chattel mortgages, leases of personalty, financing statements or title retention agreements which affect any
property, rights or interests of the Borrower or such Subsidiary Guarantor relating to such Real Estate except to the extent that the same are discharged and removed prior to or simultaneously with the inclusion of the Real Estate in the Pool. 

(e)    Leases. True copies of all Leases relating to such Real Estate together with Lease Summaries for all such
Leases if available, and, if required by Agent, a Rent Roll for such Real Estate certified by the Borrower or Subsidiary Guarantor as accurate and complete as of a recent date, each of which shall be in form and substance reasonably satisfactory to
the Agent. 

  
 Schedule 5.3 - Page-4













 (f)    Pool Value. Any information required by the Agent to
determine the Pool Value attributable to such Eligible Real Estate and compliance with §7.26. 

(g)    Certification Regarding Eligible Real Estate. A certification by Borrower as to the matters contained in
§7.26(a)(i)-(vi). 
 (h)    Appraisal. An Appraisal of such Real Estate, in form and substance satisfactory
to the Agent as provided in §5.2 and dated not more than ninety (90) days prior to the inclusion of such Real Estate in the calculation of Pool Availability. 

(i)    Operating Statements. Operating statements for such Real Estate in the form of such statements delivered to
the Lenders under §7.4(e) covering each of the four fiscal quarters ending immediately prior to the addition of such Real Estate to the Pool, to the extent available. 

(j)    EBITDAR Information. Financial information from each tenant of a Pool Property required by Agent to
determine compliance with the covenant contained in paragraph (vii) of the definition of “Eligible Real Estate” contained in §1.1. 

(k)    Subsidiary Guarantor Documents. With respect to Real Estate owned by a Subsidiary, the Joinder Agreement and
such other documents, instruments, reports, assurances, or opinions as the Agent may reasonably require. 

(l)    Additional Documents. Such other agreements, documents, certificates, reports or assurances as the Agent may
reasonably require. 

  
 Schedule 5.3 - Page-5













 SCHEDULE 6.3 

TITLE TO PROPERTIES 
 None. 

  
 Schedule 6.3 - Page-1













 SCHEDULE 6.5 

NO MATERIAL CHANGES 
 None. 

  
 Schedule 6.5 - Page-1













 SCHEDULE 6.6 

TRADEMARKS, TRADENAMES 
 None. 

  
 Schedule 6.6 - Page-1













 SCHEDULE 6.7 

PENDING LITIGATION 
 None. 

  
 Schedule 6.7 - Page-1













 SCHEDULE 6.10 

TAX STATUS 
 None. 

  
 Schedule 6.10 - Page-1













 SCHEDULE 6.15 

CERTAIN TRANSACTIONS 
 None. 

  
 Schedule 6.15 - Page-1













 SCHEDULE 6.20 

ENVIRONMENTAL RELEASES 
 None. 

  
 Schedule 6.20 - Page-1













 SCHEDULE 6.21(a) 

SUBSIDIARIES OF REIT 
 See(see attached
.) 

  
 Schedule 6.21(a) - Page-1













 




 

  
 Schedule 6.21(a) - Page-2













 SCHEDULE 6.21(b) 

UNCONSOLIDATED AFFILIATES OF REIT AND ITS SUBSIDIARIES 

None. 

  
 Schedule 6.21(b) - Page-2













 SCHEDULE 6.22 

EXCEPTIONS TO RENT ROLL 
 None. 

  
 Schedule 6.22 - Page-1













 SCHEDULE 6.23 

PROPERTY 
 None. 

  
 Schedule 6.23 - Page-1













 SCHEDULE 6.25 

MATERIAL LOAN AGREEMENTS 
 None. 

  
 Schedule 6.25 - Page-1













 SCHEDULE 6.34 

SERVICE GUARANTEES 
 None. 

  
 Schedule 6.34 - Page-1













 SCHEDULE 6.35 

HEALTHCARE 
 None. 

  
 Schedule 6.35 - Page-1














SCHEDULE 8.3

 CVOP I REAL
ESTATE 
  

					
	Property Owner	  	 Name of Bridge
Pool
 Property
	  	Address
			
	
1.  HC-2727 E. Lemmon Avenue, LLC
	  	Baylor Medical Center	  	2727 E. Lemmon Avenue Dallas, Texas
			
	
2.  HC-17322 Red Oak Drive, LLC
	  	Tenet Surgery Center	  	17322 Red Oak Drive, Houston, Texas
			
	
3.  HC-4499 Acushnet Avenue, LLC
	  	Vibra New Bedford Hospital	  	4499 Acushnet Avenue, New Bedford, Massachusetts
			
	
4.  HC-760 Office Parkway, LLC
	  	St. Louis Surgical Center	  	760 Office Parkway, 
Creve Coeur, Missouri
			
	
5.  HC-14024 Quail Pointe Drive, LLC
	  	HPI Integrated Medical Facility	  	14024 Quail Pointe Drive, Oklahoma City, Oklahoma
			
	
6.  HC-8451 Pearl Street, LLC
	  	Vibra Denver Hospital	  	8451 Pearl Street, Thornton, Colorado
			
	
7.  Green Wellness Investors, LLLP
	  	Akron Medical Office Building	  	1940 Town Park Boulevard, Green, Ohio
			
	
8.  HC-1940 Town Park Boulevard,
LLC
	  	Indirect Owner of Akron Medical Office Building	  	
			
	
9.  HC-2501 W William Cannon Dr, LLC
	  	Stonegate Center	  	2501 W. William Cannon Dr., Buildings 3, 4 and 5, Austin, Texas
			
	
10.  HC-4201 William D. Tate Avenue,
LLC
	  	Ethicus Hospital	  	4201 William D. Tate Ave, Grapevine, Texas
			
	
11.  HC-2257 Karisa Drive, LLC
	  	Fresenius Medical Care	  	2257 Karisa Drive, Goshen, Indiana
			
	
12.  HC-3001 North Augusta National Drive, LLC
	  	Valley Baptist Health Center	  	3001 N. Augusta National Dr., Harlingen, Texas
			
	
13.  HC-4810 N. Loop 289, LLC
	  	Lubbock Heart & Surgical Hospital	  	4810 N. Loop 289 Lubbock, Texas













					
	
14.  Green Medical Investors, LLLP
	  	Akron General Hospital	  	1946 Town Park Boulevard, Green, Ohio
			
	
15.  HC-1946 Town Park Boulevard, LLC
	  	Indirect Owner of Akron General Hospital	  	
			
	
16.  HC-239 S. Mountain Boulevard, LP
	  	Wilkes Barre General Hospital	  	239 S. Mountain Boulevard, Mountain Top, Pennsylvania
			
	
17.  HC-239 S. Mountain Boulevard Management,
LLC
	  	Indirect Owner of Wilkes Barre General Hospital	  	
			
	
18.  HC-3873 N. Parkview Drive, LLC
	  	Physicians Specialty Hospital	  	3873 N. Parkview Drive, Fayetteville, Arkansas
			
	
19.  HC-5330 N. Loop 1604 West, LLC
	  	Victory Medical Center	  	5330 N Loop 1604 E, 
San Antonio, Texas
			
	
20.  HC-5101 Medical Drive, LLC
	  	Warm Springs Rehabilitation Hospital	  	5101 Medical Drive, 
San Antonio, Texas
			
	
21.  HC-3436 Masonic Drive, LLC
	  	Christus Cabrini Hospital	  	3436 Masonic Drive, Alexandria, Louisiana
			
	
22.  HC-10323 State Highway 151, LLC
	  	Warm Springs Rehabilitation Hospital	  	10323 State Highway 151, 
San Antonio, Texas
			
	
23.  HC-42570 South Airport Road, LLC
	  	Cypress Pointe Hospital	  	42570 South Airport Road, Hammond, Louisiana
			
	
24.  HC-200 Blossom Street, LLC
	  	Clear Lake Campus Hospital	  	200 Blossom Street, 
Webster, Texas
			
	
25.  HC-116 Eddie Dowling Highway, LLC
	  	Rhode Island Rehabilitation Hospital	  	116 Eddie Dowling Highway, North Smithfield, Rhode Island
			
	
26.  HCP-Select Medical, LLC
	  	Select Medical Portfolio	  	 200 East Market Street, 
Akron, Ohio

 
 12380
DePaul Drive, 
Bridgeton, Missouri
  

2990 Legacy Drive, 
Frisco, Texas

			
	
27.  HC-5330L N. Loop 1604 West, LLC
	  	PAM Specialty Hospital	  	5418 North Loop 1604 W., 
San Antonio, Texas













					
	
28.  HCP-Dermatology Associates, LLC
	  	Dermatology Associates of Wisconsin	  	 801 York Street, 
Manitowoc, Wisconsin

 
 2617
Development Drive, Bellevue, Wisconsin
  

3935 Lightning Drive, 
Appleton, Wisconsin

 
 1515
Randolph Court, Manitowoc, Wisconsin
  

2806 Riverview Drive, 
Howard, Wisconsin

 
 2351 State
Road 44, 
Oshkosh, Wisconsin
  

3515 Murray Street, 
Marinette, Wisconsin

 
 1400
Scheuring Road, 
DePere, Wisconsin
  

33 Green Bay Road, 
Sturgeon Bay, Wisconsin

			
	
29.  HC-1101 Kaliste Saloom Road, LLC
	  	Lafayette Specialty Surgery Hospital	  	1101 Kaliste Saloom Road, Lafayette, Louisiana
			
	
30.  HCP-RTS, LLC
	  	Indirect Owner of RTS Portfolio	  	
			
	
31.  HC-52 North Pecos Road, LLC
	  	RTS Portfolio	  	52 North Pecos Road, Henderson, Nevada
			
	
32.  HC-6879 US Highway 98 West, LLC
	  	RTS Portfolio	  	6879 US Highway 98 West, Santa Rosa Beach, Florida
			
	
33.  HC-8991 Brighton Lane, LLC
	  	RTS Portfolio	  	8991 Brighton Lane, 
Bonita Springs, Florida
			
	
34.  HC-7751 Baymeadows Rd., E., LLC
	  	RTS Portfolio	  	7751 Baymeadows Road East, Jacksonville, Florida
			
	
35.  HC-40055 Bob Hope Drive, LLC
	  	RTS Portfolio	  	40055 Bob Hope Drive, 
Rancho Mirage, California













					
	
36.  HC-77-840 Flora Road, LLC
	  	RTS Portfolio	  	77-840 Flora Road, 
Palm Desert, California
			
	
37.  HC-2234 Colonial Blvd., LLC
	  	RTS Portfolio	  	2234 Colonial Boulevard, 
Fort Myers, Florida
			
	
38.  HC-#2 Physicians Park Dr., LLC
	  	RTS Portfolio	  	2 Physicians Park Drive, Frankfort, Kentucky
			
	
39.  HC-6160 S. Fort Apache Road, LLC
	  	RTS Portfolio	  	6160 South Fort Apache Road, Las Vegas, Nevada
			
	
40.  HC-5829 29 Palms Highway, LLC
	  	RTS Portfolio	  	58295 29 Palms Highway, Yucca Valley, California
			
	
41.  HC-187 Skylar Drive, LLC
	  	RTS Portfolio	  	187 Skylar Drive, 
Fairlea, West Virginia
			
	
42.  HC-1026 Mar Walt Drive, NW, LLC
	  	RTS Portfolio	  	1026 Mar Walt Drive, 
Fort Walton Beach, Florida
			
	
43.  HC-1120 Lee Boulevard, LLC
	  	RTS Portfolio	  	1120 Lee Boulevard, 
Lehigh Acres, Florida
			
	
44.  HC-6310 Health Pkwy., Units 100 & 200, LLC 
	  	RTS Portfolio	  	6310 Health Parkway, 
Lakewood Ranch, Florida
			
	
45.  HC-601 Redstone Avenue West, LLC
	  	RTS Portfolio	  	601 Redstone Avenue West, Crestview, Florida
			
	
46.  HC-2270 Colonial Blvd., LLC
	  	RTS Portfolio	  	2270 Colonial Boulevard, 
Fort Myers, Florida
			
	
47.  HC-860 Parkview Drive North, Units A&B, LLC
	  	RTS Portfolio	  	860 Parkview Drive North, 
El Segundo, California
			
	
48.  HC-800 East 68th Street, LLC
	  	Landmark Hospital of Savannah	  	800 East 68th Street, 
Savannah, Georgia
			
	
49.  HCP-PAM Warm Springs, LLC
	  	Indirect Owner of PAM Warm Springs Portfolio	  	
			
	
50.  HC-20050 Crestwood Boulevard, LLC
	  	PAM Warm Springs Portfolio	  	20050 Crestwood Boulevard, Covington, Louisiana
			
	
51.  HC-101 James Coleman Drive, LLC
	  	PAM Warm Springs Portfolio	  	101 James Coleman Drive, Victoria, Texas













					
	
52.  HC- 42074 Veterans Avenue, LLC
	  	PAM Warm Springs Portfolio	  	42074 Veterans Avenue, Hammond, Louisiana
			
	
53.  HC-102 Medical Drive, LLC
	  	PAM Warm Springs Portfolio	  	102 Medical Drive, Victoria, Texas
			
	
54.  HC-1445 Hanz Drive, LLC
	  	PAM Warm Springs Portfolio	  	1445 Hanz Drive, New Braunfels, Texas
			
	
55.  HC-6555 Cortez, LLC
	  	RTS Portfolio	  	6555 Cortez Rd., Bradenton, Florida
			
	
56.  HC-7502 Greenville Avenue, LLC
	  	Walnut Hill Medical Center	  	7502 Greenville Avenue, Dallas, Texas












 EXHIBITS AND SCHEDULES 

 

			
	Exhibit A	  	FORM OF AMENDED AND RESTATED REVOLVING CREDIT NOTE
		
	Exhibit B	  	FORM OF AMENDED AND RESTATED SWING LOAN NOTE
		
	Exhibit C-1	  	FORM OF AMENDED AND RESTATED TERM LOAN A
NOTE
		
	Exhibit C-2	  	FORM OF AMENDED AND RESTATED TERM LOAN B NOTE
		
	Exhibit D	  	INTENTIONALLY OMITTEDFORM OF REQUEST FOR TERM LOAN
		
	Exhibit E	  	FORM OF JOINDER AGREEMENT
		
	Exhibit F	  	INTENTIONALLY OMITTED
		
	Exhibit G	  	INTENTIONALLY OMITTED
		
	Exhibit H	  	FORM OF REQUEST FOR REVOLVING CREDIT LOAN
		
	Exhibit I	  	FORM OF LETTER OF CREDIT REQUEST
		
	Exhibit J	  	FORM OF POOL CERTIFICATE
		  	POOL AVAILABILITY WORKSHEET
		
	Exhibit K	  	FORM OF COMPLIANCE CERTIFICATE
		
	Exhibit L	  	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
		
	Exhibit M	  	FORM OF LETTER OF CREDIT APPLICATION
		
	Exhibit N-1	  	FORM OF U.S. TAX COMPLIANCE CERTIFICATE
		
	Exhibit N-2	  	FORM OF U.S. TAX COMPLIANCE CERTIFICATE
		
	Exhibit N-3	  	FORM OF U.S. TAX COMPLIANCE CERTIFICATE
		
	Exhibit N-4	  	FORM OF U.S. TAX COMPLIANCE CERTIFICATE
		
	Schedule 1.1	  	LENDERS AND COMMITMENTS
		  	REVOLVING CREDIT LOAN
		
	Schedule 1.2	  	SUBSIDIARY GUARANTORS
		
	Schedule 1.3	  	INITIAL POOL PROPERTIES
		
	Schedule 4.3	  	ACCOUNTS
		
	Schedule 5.3	  	ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS













			
		
	Schedule 6.3	 	TITLE TO PROPERTIES
		
	Schedule 6.5	 	NO MATERIAL CHANGES
		
	Schedule 6.6	 	TRADEMARKS, TRADENAMES
		
	Schedule 6.7	 	PENDING LITIGATION
		
	Schedule 6.10	 	TAX STATUS
		
	Schedule 6.15	 	CERTAIN TRANSACTIONS
		
	Schedule 6.20	 	ENVIRONMENTAL RELEASES
		
	Schedule 6.21(a)	 	SUBSIDIARIES OF REIT
		
	Schedule 6.21(b)	 	UNCONSOLIDATED AFFILIATES REIT AND ITS SUBSIDIARIES
		
	Schedule 6.22	 	EXCEPTIONS TO RENT ROLL
		
	Schedule 6.23	 	PROPERTY
		
	Schedule 6.25	 	MATERIAL LOAN AGREEMENTS
		
	Schedule 6.34	 	SERVICE GUARANTEES
		
	Schedule 6.35	 	HEALTHCARE
		
	Schedule 8.3	 	CVOP I REAL ESTATE












 TABLE OF CONTENTS 

 

									
	 	  	 	  	 	  	Page	 
			
	 §1.
	  	 DEFINITIONS AND RULES OF INTERPRETATION
	  	 	1	 
				
		  	§1.1	  	 Definitions
	  	 	1	 
				
		  	§1.2	  	 Rules of Interpretation
	  	 	44	 
				
		  	§1.3	  	 Financial Attributes of Unconsolidated Affiliates and Subsidiaries that are not Wholly-Owned
Subsidiaries
	  	 	4545	 
			
	 §2.
	  	 THE CREDIT FACILITY
	  	 	46	 
				
		  	§2.1	  	 Revolving Credit Loans
	  	 	46	 
				
		  	§2.2	  	 Commitment to Lend Term Loan A and Term Loan B
	  	 	47	 
				
		  	§2.3	  	 Facility Unused Fee
	  	 	49	 
				
		  	§2.4	  	 Reduction and Termination of the Revolving Credit Commitments
	  	 	4949	 
				
		  	§2.5	  	 Swing Loan Commitment
	  	 	50	 
				
		  	§2.6	  	 Interest on Loans
	  	 	53	 
				
		  	§2.7	  	 Requests for Revolving Credit Loans
	  	 	53	 
				
		  	§2.8	  	 Funds for Loans
	  	 	5454	 
				
		  	§2.9	  	 Use of Proceeds
	  	 	55	 
				
		  	§2.10	  	 Letters of Credit
	  	 	5555	 
				
		  	§2.11	  	 Increase in Total Commitment
	  	 	59	 
				
		  	§2.12	  	 Extension of Revolving Credit Maturity Date
	  	 	6262	 
				
		  	§2.13	  	 Defaulting Lenders
	  	 	6364	 
			
	 §3.
	  	 REPAYMENT OF THE LOANS
	  	 	67	 
				
		  	§3.1	  	 Stated Maturity
	  	 	67	 
				
		  	§3.2	  	 Mandatory Prepayments
	  	 	6768	 
				
		  	§3.3	  	 Optional Prepayments
	  	 	6869	 
				
		  	§3.4	  	 Partial Prepayments
	  	 	69	 
				
		  	§3.5	  	 Effect of Prepayments
	  	 	69	 
			
	 §4.
	  	 CERTAIN GENERAL PROVISIONS
	  	 	69	 
				
		  	§4.1	  	 Conversion Options
	  	 	69	 
				
		  	§4.2	  	 Fees
	  	 	70	 
				
		  	§4.3	  	 Funds for Payments
	  	 	71	 
				
		  	§4.4	  	 Computations
	  	 	75	 
				
		  	§4.5	  	Suspension of LIBOR Rate Loans	  	 	75	 













									
				
		  	§4.6	  	Illegality	  	 	7576	 
				
		  	§4.7	  	Additional Interest	  	 	76	 
				
		  	§4.8	  	Additional Costs, Etc	  	 	76	 
				
		  	§4.9	  	Capital Adequacy	  	 	78	 
				
		  	§4.10	  	Breakage Costs	  	 	78	 
				
		  	§4.11	  	Default Interest; Late Charge	  	 	78	 
				
		  	§4.12	  	Certificate	  	 	79	 
				
		  	§4.13	  	Limitation on Interest	  	 	79	 
				
		  	§4.14	  	Certain Provisions Relating to Increased Costs	  	 	79	 
				
		  	§4.15	  	Rates	  	 	7980	 
			
	 §5.
	  	 COLLATERAL SECURITY; GUARANTORS
	  	 	7980	 
				
		  	§5.1	  	Collateral	  	 	7980	 
				
		  	§5.2	  	Appraisals; Adjusted Value	  	 	80	 
				
		  	§5.3	  	Addition of Pool Properties	  	 	8081	 
				
		  	§5.4	  	Release of Pool Property as Collateral	  	 	8182	 
				
		  	§5.5	  	Additional Guarantors	  	 	83	 
				
		  	§5.6	  	Release of Certain Guarantors	  	 	84	 
				
		  	§5.7	  	Release of Collateral	  	 	85	 
			
	 §6.
	  	 REPRESENTATIONS AND WARRANTIES
	  	 	85	 
				
		  	§6.1	  	Corporate Authority, Etc	  	 	8485	 
				
		  	§6.2	  	Governmental Approvals	  	 	8586	 
				
		  	§6.3	  	Title to Properties	  	 	8586	 
				
		  	§6.4	  	Financial Statements	  	 	87	 
				
		  	§6.5	  	No Material Changes	  	 	87	 
				
		  	§6.6	  	Franchises, Patents, Copyrights, Etc	  	 	8687	 
				
		  	§6.7	  	Litigation	  	 	8688	 
				
		  	§6.8	  	No Material Adverse Contracts, Etc	  	 	88	 
				
		  	§6.9	  	Compliance with Other Instruments, Laws, Etc	  	 	8788	 
				
		  	§6.10	  	Tax Status	  	 	8788	 
				
		  	§6.11	  	No Event of Default	  	 	89	 
				
		  	§6.12	  	Investment Company Act	  	 	89	 
				
		  	§6.13	  	Intentionally Omitted	  	 	89	 
				
		  	§6.14	  	Setoff, Etc	  	 	89	 













									
				
		  	§6.15	  	 Certain Transactions
	  	 	89	 
				
		  	§6.16	  	 Employee Benefit Plans
	  	 	8889	 
				
		  	§6.17	  	 Disclosure
	  	 	90	 
				
		  	§6.18	  	 Place of Business
	  	 	8990	 
				
		  	§6.19	  	 Regulations T, U and X
	  	 	8991	 
				
		  	§6.20	  	 Environmental Compliance
	  	 	8991	 
				
		  	§6.21	  	 Subsidiaries; Organizational Structure
	  	 	92	 
				
		  	§6.22	  	 Leases
	  	 	9193	 
				
		  	§6.23	  	 Property
	  	 	93	 
				
		  	§6.24	  	 Brokers
	  	 	94	 
				
		  	§6.25	  	 Other Debt
	  	 	95	 
				
		  	§6.26	  	 Solvency
	  	 	9395	 
				
		  	§6.27	  	 No Bankruptcy Filing
	  	 	9395	 
				
		  	§6.28	  	 No Fraudulent Intent
	  	 	95	 
				
		  	§6.29	  	 Transaction in Best Interests of Borrower and Guarantors; Consideration
	  	 	95	 
				
		  	§6.30	  	 Contribution Agreement
	  	 	9496	 
				
		  	§6.31	  	 Representations and Warranties of Guarantors
	  	 	9496	 
				
		  	§6.32	  	 OFAC
	  	 	9496	 
				
		  	§6.33	  	 Ground Lease
	  	 	97	 
				
		  	§6.34	  	 Service Guarantees
	  	 	97	 
				
		  	§6.35	  	 Healthcare Representations
	  	 	98	 
				
		  	§6.36	  	 Intellectual Property
	  	 	9799	 
				
		  	§6.37	  	 Labor Matters
	  	 	9799	 
				
		  	§6.38	  	 Pool Properties
	  	 	9799	 
			
	 §7.
	  	 AFFIRMATIVE COVENANTS
	  	 	100	 
				
		  	§7.1	  	 Punctual Payment
	  	 	100	 
				
		  	§7.2	  	 Maintenance of Office
	  	 	100	 
				
		  	§7.3	  	 Records and Accounts
	  	 	100	 
				
		  	§7.4	  	 Financial Statements, Certificates and Information
	  	 	98100	 
				
		  	§7.5	  	 Notices
	  	 	102104	 
				
		  	§7.6	  	 Existence; Maintenance of Properties
	  	 	104106	 
				
		  	§7.7	  	 Insurance; Condemnation
	  	 	105107	 
				
		  	§7.8	  	 Taxes; Liens
	  	 	113	 













									
				
		  	§7.9	  	 Inspection of Properties and Books
	  	 	111114	 
				
		  	§7.10	  	 Compliance with Laws, Contracts, Licenses, and Permits
	  	 	114	 
				
		  	§7.11	  	 Further Assurances
	  	 	112114	 
				
		  	§7.12	  	 Management/Advisor
	  	 	112115	 
				
		  	§7.13	  	 Leases of the Property
	  	 	113115	 
				
		  	§7.14	  	 Business Operations
	  	 	116	 
				
		  	§7.15	  	 Healthcare Laws and Covenants
	  	 	114116	 
				
		  	§7.16	  	 Registered Servicemark
	  	 	116118	 
				
		  	§7.17	  	 Ownership of Real Estate
	  	 	116118	 
				
		  	§7.18	  	 Distributions of Income to Borrower 116 and CVOP I
	  	 	119	 
				
		  	§7.19	  	 Plan Assets
	  	 	116119	 
				
		  	§7.20	  	 Power Generators
	  	 	119	 
				
		  	§7.21	  	 Assignment of Interest Rate Protection
	  	 	119	 
				
		  	§7.22	  	 Material Contracts
	  	 	117120	 
				
		  	§7.23	  	 Sanctions Laws and Regulations
	  	 	117120	 
				
		  	§7.24	  	 Limiting Agreements
	  	 	117121	 
				
		  	§7.25	  	 More Restrictive Agreements
	  	 	118121	 
				
		  	§7.26	  	 Pool Properties
	  	 	118121	 
				
		  	§7.27	  	 Preservation of Right to Pledge Pool Properties
	  	 	120123	 
			
	 §8.
	  	 NEGATIVE COVENANTS
	  	 	120123	 
				
		  	§8.1	  	 Restrictions on Indebtedness
	  	 	120123	 
				
		  	§8.2	  	 Restrictions on Liens, Etc
	  	 	122125	 
				
		  	§8.3	  	 Restrictions on Investments
	  	 	124127	 
				
		  	§8.4	  	 Merger, Consolidation
	  	 	125128	 
				
		  	§8.5	  	 Sale and Leaseback
	  	 	126129	 
				
		  	§8.6	  	 Compliance with Environmental Laws
	  	 	126129	 
				
		  	§8.7	  	 Distributions
	  	 	127131	 
				
		  	§8.8	  	 Asset Sales
	  	 	128131	 
				
		  	§8.9	  	 Restriction on Prepayment of Indebtedness
	  	 	128131	 
				
		  	§8.10	  	 Zoning and Contract Changes and Compliance
	  	 	128132	 
				
		  	§8.11	  	 Derivatives Contracts
	  	 	129132	 
				
		  	§8.12	  	 Transactions with Affiliates
	  	 	129132	 
				
		  	§8.13	  	 Equity Pledges
	  	 	129132	 













											
					
		  		  	§8.14	  	 Leasing Activities
	  	 	129130	 
					
		  		  	§8.15	  	 Fees
	  	 	129130	 
					
		  		  	§8.16	  	 Changes to Organizational Documents
	  	 	129130	 
					
		  		  	§8.17	  	 Burdensome Agreements
	  	 	129131	 
				
		  	§9.	  	 FINANCIAL COVENANTS
	  	 	130131	 
					
		  		  	§9.1	  	 Pool Availability
	  	 	130131	 
					
		  		  	§9.2	  	 Consolidated Total Indebtedness to Gross Asset Value
	  	 	130131	 
					
		  		  	§9.3	  	 Maximum Secured Leverage Ratio
	  	 	130131	 
					
		  		  	§9.4	  	 Adjusted Consolidated EBITDA to Consolidated Fixed Charges
	  	 	130131	 
					
		  		  	§9.5	  	 Minimum Consolidated Tangible Net Worth
	  	 	130132	 
					
		  		  	§9.6	  	 Intentionally Omitted
	  	 	130132	 
					
		  		  	§9.7	  	 Intentionally Omitted
	  	 	130132	 
					
		  		  	§9.8	  	 Remaining Lease Term
	  	 	131132	 
					
		  		  	§9.9	  	 Minimum Actual Debt Service Coverage Ratio
	  	 	131132	 
					
		  		  	§9.10	  	 Minimum Property Requirement
	  	 	131132	 
					
		  		  	§9.11	  	 Aggregate Occupancy Rate
	  	 	131132	 
					
		  		  	§9.12	  	 Concentration Limits
	  	 	131132	 
				
		  	§10.	  	 CLOSING CONDITIONS
	  	 	131133	 
					
		  		  	§10.1	  	 Loan Documents
	  	 	132133	 
					
		  		  	§10.2	  	 Certified Copies of Organizational Documents
	  	 	132133	 
					
		  		  	§10.3	  	 Resolutions
	  	 	132133	 
					
		  		  	§10.4	  	 Incumbency Certificate; Authorized Signers
	  	 	132133	 
					
		  		  	§10.5	  	 Opinion of Counsel
	  	 	132133	 
					
		  		  	§10.6	  	 Payment of Fees
	  	 	132133	 
					
		  		  	§10.7	  	 Insurance
	  	 	132133	 
					
		  		  	§10.8	  	 Performance; No Default
	  	 	132134	 
					
		  		  	§10.9	  	 Representations and Warranties
	  	 	132134	 
					
		  		  	§10.10	  	 Proceedings and Documents
	  	 	133134	 
					
		  		  	§10.11	  	 Eligible Real Estate Qualification Documents
	  	 	133134	 
					
		  		  	§10.12	  	 Compliance Certificate and Pool Certificate
	  	 	133134	 
					
		  		  	§10.13	  	 Appraisals
	  	 	133134	 
					
		  		  	§10.14	  	 Consents
	  	 	133134	 
					
		  		  	§10.15	  	 Contribution Agreement
	  	 	133134	 













									
				
		  	§10.16	  	 Subordination of Management Agreement
	  	 	133137	 
				
		  	§10.17	  	 Subordination of Advisory Agreement
	  	 	133138	 
				
		  	§10.18	  	 Other
	  	 	133138	 
			
	 §11.
	  	 CONDITIONS TO ALL BORROWINGS
	  	 	134138	 
				
		  	§11.1	  	 Prior Conditions Satisfied
	  	 	134138	 
				
		  	§11.2	  	 Representations True; No Default
	  	 	134138	 
				
		  	§11.3	  	 Borrowing Documents
	  	 	134138	 
			
	 §12.
	  	 EVENTS OF DEFAULT; ACCELERATION; ETC
	  	 	134138	 
				
		  	§12.1	  	 Events of Default and Acceleration
	  	 	134138	 
				
		  	§12.2	  	 Certain Cure Periods; Limitation of Cure Periods
	  	 	138142	 
				
		  	§12.3	  	 Termination of Revolving Credit Commitments
	  	 	138142	 
				
		  	§12.4	  	 Remedies
	  	 	138143	 
				
		  	§12.5	  	 Distribution of Collateral Proceeds
	  	 	139143	 
				
		  	§12.6	  	 Collateral Account
	  	 	140144	 
			
	 §13.
	  	 SETOFF
	  	 	141145	 
			
	 §14.
	  	 THE AGENT
	  	 	141146	 
				
		  	§14.1	  	 Authorization
	  	 	141146	 
				
		  	§14.2	  	 Employees and Agents
	  	 	142146	 
				
		  	§14.3	  	 No Liability
	  	 	142146	 
				
		  	§14.4	  	 No Representations
	  	 	142147	 
				
		  	§14.5	  	 Payments
	  	 	143147	 
				
		  	§14.6	  	 Holders of Notes
	  	 	143148	 
				
		  	§14.7	  	 Indemnity
	  	 	144148	 
				
		  	§14.8	  	 Agent as Lender
	  	 	144148	 
				
		  	§14.9	  	 Resignation
	  	 	144149	 
				
		  	§14.10	  	 Duties in the Case of Enforcement
	  	 	145149	 
				
		  	§14.11	  	 Bankruptcy
	  	 	145150	 
				
		  	§14.12	  	 Request for Agent Action
	  	 	145150	 
				
		  	§14.13	  	 Reliance by Agent
	  	 	146150	 
				
		  	§14.14	  	 Approvals
	  	 	146151	 
				
		  	§14.15	  	 Borrower Not Beneficiary
	  	 	147151	 
				
		  	§14.16	  	 Reliance on Hedge Provider
	  	 	147151	 
			
	 §15.
	  	 EXPENSES
	  	 	147152	 













											
				
		 	 §16.
	  	INDEMNIFICATION	  	 	148153	 
				
		 	 §17.
	  	SURVIVAL OF COVENANTS, ETC.	  	 	149153	 
				
		 	 §18.
	  	ASSIGNMENT AND PARTICIPATION	  	 	149154	 
					
		 		  	 §18.1
	  	Conditions to Assignment by Lenders	  	 	149154	 
					
		 		  	 §18.2
	  	Register	  	 	151155	 
					
		 		  	 §18.3
	  	New Notes	  	 	151156	 
					
		 		  	 §18.4
	  	Participations	  	 	151156	 
					
		 		  	 §18.5
	  	Pledge by Lender	  	 	152157	 
					
		 		  	 §18.6
	  	No Assignment by Borrower	  	 	152157	 
					
		 		  	 §18.7
	  	Disclosure	  	 	152157	 
					
		 		  	 §18.8
	  	Mandatory Assignment	  	 	153158	 
					
		 		  	 §18.9
	  	Amendments to Loan Documents	  	 	154159	 
					
		 		  	 §18.10
	  	Titled Agents	  	 	154159	 
				
		 	 §19.
	  	NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS	  	 	154159	 
				
		 	 §20.
	  	RELATIONSHIP	  	 	156161	 
				
		 	 §21.
	  	GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE	  	 	156161	 
				
		 	 §22.
	  	HEADINGS	  	 	157162	 
				
		 	 §23.
	  	COUNTERPARTS	  	 	157162	 
				
		 	 §24.
	  	ENTIRE AGREEMENT, ETC.	  	 	157162	 
				
		 	 §25.
	  	WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS	  	 	157162	 
				
		 	 §26.
	  	DEALINGS WITH THE BORROWER	  	 	158163	 
				
		 	 §27.
	  	CONSENTS, AMENDMENTS, WAIVERS, ETC.	  	 	158163	 
				
		 	 §28.
	  	SEVERABILITY	  	 	160165	 
				
		 	 §29.
	  	TIME OF THE ESSENCE	  	 	161166	 
				
		 	 §30.
	  	NO UNWRITTEN AGREEMENTS	  	 	161166	 
				
		 	 §31.
	  	REPLACEMENT NOTES	  	 	161166	 
				
		 	 §32.
	  	NO THIRD PARTIES BENEFITED	  	 	161166	 
				
		 	 §33.
	  	PATRIOT ACT	  	 	162166	 
				
		 	 §34.
	  	ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS	  	 	162167	 
				
		 	 §35.
	  	AMENDMENT AND RESTATEMENT OF LOAN DOCUMENTS	  	 	162167	 
				
		 	 §36.
	  	WAIVER OF CLAIMS	  	 	163168