EX-10.1




 Exhibit 10.1 
  

 
  

TERM LOAN AGREEMENT 

Dated as of September 24, 2021 

among 
 CHP PARTNERS,
LP, 
 as Borrower, 

KEYBANK NATIONAL ASSOCIATION, 

as Agent, 
 and 

The Other Lenders Party Hereto 
  

 
  

Truist Bank and Fifth Third Bank, 

as Co-Syndication Agents 

KeyBanc Capital Markets, Truist Bank and Fifth Third Bank, 

as Joint Lead Arrangers 
  

 
  

 











 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	 
			
	 1.01
	 	 Defined Terms
	  	 	1	 
	 1.02
	 	 Other Interpretive Provisions
	  	 	20	 
	 1.03
	 	 Accounting Terms
	  	 	21	 
	 1.04
	 	 Rounding
	  	 	21	 
	 1.05
	 	 Times of Day
	  	 	21	 
		
	 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	21	 
			
	 2.01
	 	 Committed Loans
	  	 	21	 
	 2.02
	 	 Borrowings, Conversions and Continuations of Committed Loans
	  	 	22	 
	 2.03
	 	 Reserved
	  	 	23	 
	 2.04
	 	 Reserved
	  	 	23	 
	 2.05
	 	 Prepayments
	  	 	23	 
	 2.06
	 	 Termination or Reduction of Commitments
	  	 	23	 
	 2.07
	 	 Repayment of Loans
	  	 	23	 
	 2.08
	 	 Interest
	  	 	23	 
	 2.09
	 	 Ticking Fee
	  	 	24	 
	 2.10
	 	 Computation of Interest and Fees
	  	 	24	 
	 2.11
	 	 Evidence of Debt
	  	 	24	 
	 2.12
	 	 Payments Generally; Agent’s Clawback
	  	 	24	 
	 2.13
	 	 Sharing of Payments
	  	 	26	 
	 2.14
	 	 Unencumbered Pool
	  	 	26	 
	 2.15
	 	 Increase in Commitments
	  	 	28	 
		
	 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	29	 
			
	 3.01
	 	 Taxes
	  	 	29	 
	 3.02
	 	 Illegality
	  	 	30	 
	 3.03
	 	 Reserved
	  	 	30	 
	 3.04
	 	 Increased Costs
	  	 	30	 
	 3.05
	 	 Compensation for Losses
	  	 	31	 
	 3.06
	 	 Mitigation Obligations
	  	 	31	 
	 3.07
	 	 Benchmark Replacement Setting
	  	 	31	 
	 3.08
	 	 Survival
	  	 	34	 
		
	 ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	35	 
			
	 4.01
	 	 Conditions of Initial Credit Extension
	  	 	35	 
	 4.02
	 	 Conditions to all Credit Extensions
	  	 	36	 
		
	 ARTICLE V. REPRESENTATIONS AND WARRANTIES
	  	 	36	 
			
	 5.01
	 	 Existence, Qualification and Power
	  	 	36	 
	 5.02
	 	 Authorization; No Contravention
	  	 	36	 
	 5.03
	 	 Governmental Authorization; Other Consents
	  	 	36	 
	 5.04
	 	 Binding Effect
	  	 	37	 
	 5.05
	 	 Financial Statements; No Material Adverse Effect
	  	 	37	 
	 5.06
	 	 Litigation
	  	 	37	 
	 5.07
	 	 No Default
	  	 	37	 
	 5.08
	 	 Ownership of Property; Liens
	  	 	37	 
	 5.09
	 	 Environmental Compliance
	  	 	37	 
	 5.10
	 	 Insurance
	  	 	38	 
	 5.11
	 	 Taxes
	  	 	38	 
	 5.12
	 	 ERISA Compliance
	  	 	38	 
	 5.13
	 	 Subsidiaries
	  	 	38	 


  
 -i- 












 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 5.14
	 	 Margin Regulations; Investment Company Act
	  	 	38	 
	 5.15
	 	 Disclosure
	  	 	39	 
	 5.16
	 	 Compliance with Laws
	  	 	39	 
	 5.17
	 	 Taxpayer Identification Number
	  	 	39	 
	 5.18
	 	 Intellectual Property; Licenses, Etc.
	  	 	39	 
	 5.19
	 	 Unencumbered Pool
	  	 	39	 
	 5.20
	 	 Solvency
	  	 	39	 
	 5.21
	 	 OFAC
	  	 	39	 
		
	 ARTICLE VI. AFFIRMATIVE COVENANTS
	  	 	40	 
			
	 6.01
	 	 Financial Statements
	  	 	40	 
	 6.02
	 	 Certificates; Other Information
	  	 	40	 
	 6.03
	 	 Notices
	  	 	41	 
	 6.04
	 	 Payment of Obligations
	  	 	42	 
	 6.05
	 	 Preservation of Existence, Etc.
	  	 	42	 
	 6.06
	 	 Maintenance of Properties
	  	 	42	 
	 6.07
	 	 Maintenance of Insurance
	  	 	42	 
	 6.08
	 	 Compliance with Laws
	  	 	42	 
	 6.09
	 	 Books and Records
	  	 	42	 
	 6.10
	 	 Inspection Rights
	  	 	42	 
	 6.11
	 	 Use of Proceeds
	  	 	43	 
	 6.12
	 	 Financial Covenants
	  	 	43	 
	 6.13
	 	 Unencumbered Pool Records
	  	 	43	 
	 6.14
	 	 Security Interests
	  	 	44	 
	 6.15
	 	 Appraisals
	  	 	44	 
	 6.16
	 	 Additional Guarantors
	  	 	44	 
		
	 ARTICLE VII. NEGATIVE COVENANTS
	  	 	44	 
			
	 7.01
	 	 Liens
	  	 	44	 
	 7.02
	 	 Investments
	  	 	45	 
	 7.03
	 	 Indebtedness
	  	 	45	 
	 7.04
	 	 Fundamental Changes
	  	 	46	 
	 7.05
	 	 Dispositions
	  	 	46	 
	 7.06
	 	 Restricted Payments
	  	 	47	 
	 7.07
	 	 Change in Nature of Business
	  	 	47	 
	 7.08
	 	 Transactions with Affiliates
	  	 	47	 
	 7.09
	 	 Burdensome Agreements
	  	 	47	 
	 7.10
	 	 Use of Proceeds
	  	 	47	 
	 7.11
	 	 Leasing Restrictions
	  	 	48	 
	 7.12
	 	 OFAC
	  	 	48	 
		
	 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
	  	 	48	 
			
	 8.01
	 	 Events of Default
	  	 	48	 
	 8.02
	 	 Remedies Upon Event of Default
	  	 	50	 
	 8.03
	 	 Application of Funds
	  	 	50	 
		
	 ARTICLE IX. AGENT
	  	 	50	 
			
	 9.01
	 	 Appointment and Authorization of Administrative Agent
	  	 	50	 
	 9.02
	 	 Rights as a Lender
	  	 	51	 
	 9.03
	 	 Exculpatory Provisions
	  	 	51	 
	 9.04
	 	 Reliance by Administrative Agent
	  	 	51	 
	 9.05
	 	 Delegation of Duties
	  	 	52	 


  
 -ii- 












 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 9.06
	 	 Resignation by Agent
	  	 	52	 
	 9.07
	 	 Non-Reliance on Agent and Other Lenders
	  	 	52	 
	 9.08
	 	 No Other Duties, Etc.
	  	 	52	 
	 9.09
	 	 Administrative Agent May File Proofs of Claim
	  	 	52	 
	 9.10
	 	 Joint Lead Arranger, Documentation Agent and Syndication Agent
	  	 	53	 
		
	 ARTICLE X. MISCELLANEOUS
	  	 	53	 
			
	 10.01
	 	 Amendments, Etc.
	  	 	53	 
	 10.02
	 	 Notices; Effectiveness; Electronic Communications
	  	 	54	 
	 10.03
	 	 No Waiver; Cumulative Remedies
	  	 	55	 
	 10.04
	 	 Expenses; Indemnity; Damage Waiver
	  	 	55	 
	 10.05
	 	 Payments Set Aside
	  	 	56	 
	 10.06
	 	 Successors and Assigns
	  	 	57	 
	 10.07
	 	 Treatment of Certain Information; Confidentiality
	  	 	59	 
	 10.08
	 	 Right of Setoff
	  	 	60	 
	 10.09
	 	 Interest Rate Limitation
	  	 	60	 
	 10.10
	 	 Counterparts; Integration; Effectiveness
	  	 	60	 
	 10.11
	 	 Survival of Representations and Warranties
	  	 	60	 
	 10.12
	 	 Severability
	  	 	60	 
	 10.13
	 	 Governing Law; Jurisdiction; Etc.
	  	 	61	 
	 10.14
	 	 Waiver of Jury Trial
	  	 	61	 
	 10.15
	 	 No Advisory or Fiduciary Responsibility
	  	 	61	 
	 10.16
	 	 USA PATRIOT Act Notice
	  	 	62	 
	 10.17
	 	 Time of the Essence
	  	 	62	 
	 10.18
	 	 FINAL AGREEMENT
	  	 	62	 


  
 -iii- 












 SCHEDULES 

 

			
	2.01	  	Commitments and Applicable Percentages
	5.06	  	Litigation
	5.09	  	Environmental Matters
	5.13	  	Subsidiaries and Other Equity Investments
	10.02	  	Agent’s Office, Certain Addresses for Notices


 EXHIBITS 
  

			
	Form of
	A        	  	Committed Loan Notice
	B	  	Term Note
	C	  	Compliance Certificate
	D	  	Assignment and Assumption
	E	  	Unencumbered Pool Certificate













 TERM LOAN AGREEMENT 

This TERM LOAN AGREEMENT (this “Agreement”) is entered into as of September 24, 2021, among CHP
PARTNERS, LP, a Delaware limited partnership (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and KEYBANK NATIONAL
ASSOCIATION, a national banking association, as Administrative Agent. 
 Borrower has requested that Lenders provide the Term Loan (as
defined below), and Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 

1.01    Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: 

“Additional Lender” has the meaning specified in Section 2.15. 

“Administrative Agent” or “Agent” means KeyBank National Association, a national banking association, in its
capacity as Administrative Agent under any of the Loan Documents, or any successor Agent. 
 “Agent’s Office” means
Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as Agent may from time to time notify Borrower and Lenders. 

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

“Adjusted Base Rate” or “ABR” means the sum of (a) the Base Rate plus (b) the Applicable
Margin. 
 “Adjusted LIBOR Rate” means the sum of (a) the LIBOR Rate plus (b) the Applicable Margin. 

“Adjusted Net Operating Income” means, for any Eligible Unencumbered Pool Property, the difference between (a) the Gross
Revenues [provided, that, if the applicable Property is net leased, Gross Revenues shall be the lesser of (i) actual rent paid to the Owner or (ii) a reduced rent that complies with the EBITDAR Thresholds], and (b) the sum of
(i) the operating expenses for the applicable Property for such period, (ii) the greater of (A) the actual management expense for the applicable period or (B) 5% of Gross Revenues for any Seniors Housing Property, or 3% of Gross
Revenues for any MOB, and (iii) the applicable Capital Reserves. Adjusted Net Operating Income shall be calculated based upon a trailing six month basis (annualized). For any of the Eligible Unencumbered Pool Properties that have been owned for
less than six months, such calculation shall be based on a trailing six month basis. Any variation in the foregoing calculation must be approved by Required Lenders. 

“Advisor” means CNL Healthcare Corp., a Florida corporation. 

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Aggregate
Commitments” means the Commitments of all Lenders. 
 “Agreement” means this Term Loan Agreement; as may be
amended, restated, supplemented or otherwise modified from time to time pursuant to the terms hereof. 
 “AL” means an
assisted living facility. 
 “ALZ” mean a memory care facility. 

  

			
	TERM LOAN AGREEMENT	  	Page 1













 “Anti-Terrorism Laws” means those laws and sanctions relating to terrorism
or money laundering, including Executive Order No. 13224, the USA Patriot Act (Public Law 107-56), the Bank Secrecy Act (Public Law 91-508), the Trading with the
Enemy Act (50 U.S.C. App. Section 1 et. seq.), the International Emergency Economic Powers Act (50 U.S.C. Section 1701 et. seq.), and the sanction regulations promulgated pursuant thereto by the Office of Foreign Assets Control, as well as
laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957 (as any of the foregoing may from time to time be amended, renewed, extended or replaced). 

“Applicable Margin” means the corresponding percentages per annum as set forth below based on the Leverage Ratio: 

 

															
	 Pricing Level
	  	Covenant Level	 	 	 	  	Applicable Margin	 
	 	  	Leverage Ratio	 	 	 	  	LIBOR Margin	 	 	Base Rate Margin	 
	 I
	  	< 40%	 				  	 	1.45	% 	 	 	0.55	% 
	 II
	  	> 40%, but < 45%	 				  	 	1.60	% 	 	 	0.70	% 
	 III
	  	> 45%, but < 50%	 				  	 	1.70	% 	 	 	0.80	% 
	 IV
	  	> 50%, but < 55%	 				  	 	1.85	% 	 	 	0.95	% 
	 V
	  	> 55%	 				  	 	2.05	% 	 	 	1.15	% 

 Commencing the date hereof, the Applicable Margin shall be Price Level IV until the receipt by Administrative Agent of
the first Compliance Certificate. The Applicable Margin shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after receipt by the Agent of the Compliance Certificate pursuant
to Section 6.02 for the most recently ended fiscal quarter of the Borrower; provided that if the Borrower fails to provide the Compliance Certificate as required by Section 6.02 for the most
recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level V until such time as an appropriate Compliance Certificate is provided,
at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one
Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Loans then existing or subsequently made or issued. 

If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Agent or the Lenders
determine that (a) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (b) a proper calculation of the Leverage Ratio would have resulted in different pricing for any period, then if the proper
calculation of the Leverage Ratio would have resulted in either higher or lower pricing for such period, the Borrower shall automatically and retroactively be obligated to pay (or receive credit if in connection with lower pricing) to the Agent for
the benefit of the applicable Lenders, promptly on demand by the Agent therefor (provided, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Law, automatically and without
further action by the Agent)), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period (or a credit towards the next payment in
the amount equal to any reduction in the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid). Nothing in this paragraph shall limit the other rights of the Agent and Lenders
under this Agreement. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder. 

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place)
of the Aggregate Commitments represented by such Lender’s Commitment at such time. If the commitment of each Lender to make Loans have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have
expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is
set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 

  

			
	TERM LOAN AGREEMENT	  	Page 2













 “Appraised Value” means any Project’s value, on a leased fee (if the
Project is triple net leased to a third-party that is not affiliated with Borrower or CNL HP) or fee simple basis (if the Project is not triple net leased to a third-party that is not affiliated with Borrower or CNL HP), as applicable as determined
by Agent in its sole but reasonable discretion, and as determined by an appraisal on an ‘as-is’ basis performed by an appraisal firm acceptable to the Agent. 

“Approved CCRC Facilities” means Wellmore of Tega Cay, Wellmore of Lexington and Legacy Village. 

“Approved Restricted Distribution Add Back” means any portion of any distribution pursuant to restricted stock which would be
subtracted from income as an expense for GAAP purposes. 
 “Assignee Group” means two or more Eligible Assignees that are
Affiliates of one another. 
 “Assignment and Assumption” means an assignment and assumption entered into by a Lender and
an assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by Agent, in substantially the form of Exhibit D or any other form approved by Agent. 

“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized
amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant
lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease. 

“Audited Financial Statements” means the audited consolidated balance sheet of CNL HP and its consolidated Subsidiaries, if
any, for the fiscal year ended December 31, 2020, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of CNL HP and its consolidated Subsidiaries, including the notes
thereto. 
 “Availability Period” means the period from and including the Closing Date to the earliest of (a) the
Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans. 

“Base Rate” means, for any day, a fluctuating interest rate per annum as shall be in effect from time to time which rate per
annum shall at all times be equal to the greatest of : 
 (a)    the rate of interest established by
KeyBank National Association, from time to time, as its “prime rate,” whether or not publicly announced, which interest rate may or may not be the lowest rate charged by it for commercial loans or other extensions of credit; 

(b)    the Federal Funds Effective Rate in effect from time to time, determined one Business Day in
arrears, plus 1/2 of 1% per annum; and 
 (c)    one percent (1.0%). 

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan. 

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. 

“Borrower” has the meaning specified in the introductory paragraph hereto. 

“Borrower Materials” has the meaning specified in Section 6.02. 

“Borrowing” means a Committed Borrowing. 

  

			
	TERM LOAN AGREEMENT	  	Page 3













 “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where Administrative Agent’s Office is located. 

“Capital Reserves” means, to the extent Borrower or any Owner is responsible for a portion or all of the capital expenditures
for a given Project, Capital Reserves is defined as an amount equal to $350 per unit for IL, AL & ALZ, $500 per bed for SNF, $0.50 per square foot for medical office and $0.75 per square foot for all other property types annually. For
triple net or absolute net properties, no additional reserves shall apply. 
 “Capitalization Rate” means 7.50% for Seniors
Housing Properties and 7.00% for medical office properties. 
 “Change in Law” means the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the
contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be
a “Change in Law”, regardless of the date enacted, adopted or issued. 
 “Change of Control” means, with respect
to any Person, an event or series of events by which: 
 (a)    any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a
person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an
“option right”)), directly or indirectly, of 25% or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into
account all such securities that such person or group has the right to acquire pursuant to any option right); 

(b)    during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent
governing body of such Person cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body
was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other
equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of
both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents
for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or 

(c)    any individual(s) or entity(s) acting in concert shall have acquired by contract or otherwise, or shall have
entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of such Person, or control over
the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such individual(s) or entity(s) or
group has the right to acquire pursuant to any option right) representing 25% or more of the combined voting power of such securities. 

  

			
	TERM LOAN AGREEMENT	  	Page 4













 “Closing Date” means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01. 
 “CNL
HP” means CNL Healthcare Properties, Inc., a Maryland corporation. 
 “Code” means the Internal Revenue Code of
1986. 
 “Commitment” means, as to each Lender, its obligation to make Committed Loans to Borrower pursuant to
Section 2.01 in the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement. 
 “Committed Borrowing” means a borrowing consisting of
simultaneous Committed Loans of the same Type and, in the case of LIBOR Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 

“Committed Loan” has the meaning specified in Section 2.01. 

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one
Type to the other, or (c) a continuation of LIBOR Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. 

“Compliance Certificate” means a certificate substantially in the form of Exhibit C. 

“Consolidated EBITDA” means, with respect to any period, an amount equal to the EBITDA of CNL HP and its Subsidiaries (to the
extent of CNL HP’s Equity Percentage in such Subsidiaries) for such period determined on a consolidated basis plus (without duplication) each such person’s Equity Percentage of EBITDA of its Unconsolidated Affiliates as hereafter provided.

 “Consolidated Fixed Charges” means, on any date of determination, the sum of (a) consolidated interest expense
(both expensed and capitalized), plus (b) all of the principal due and payable and principal paid with respect to Total Indebtedness of CNL HP and its Subsidiaries (to the extent of CNL HP’s Equity Percentage in such Subsidiaries) during
such period, other than any balloon, bullet or similar principal payment which repays such Total Indebtedness in full and any voluntary full or partial prepayments prior to stated maturity thereof, plus (c) all distributions on preferred stock
paid during such period, plus (d) the principal payment on any capital lease obligations. Each such person’s equity percentage in the fixed charges referred to above of its Unconsolidated Affiliates shall be included (without duplication)
in the determination of “Consolidated Fixed Charges”. 
 “Consolidated Net Worth” means, with respect to any
period, for CNL HP and its Subsidiaries (to the extent of CNL HP’s Equity Percentage in such Subsidiaries), an amount equal to (a) the sum of (i) shareholder’s equity as of such date, plus (ii) accumulated depreciation and
amortization, less (b) the sum of (i) all intangible assets (excluding those related to value of leases from real estate acquisitions) plus (ii) intangible liabilities all as determined in accordance with GAAP. Each such person’s
equity percentage in the amounts referred to above of its Unconsolidated Affiliates shall be included (without duplication) in the determination of “Consolidated Net Worth.” 

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Credit Extension” means a Borrowing. 

  

			
	TERM LOAN AGREEMENT	  	Page 5













 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally. 
 “Default” means any event or condition that
constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 

“Default Rate” means when used with respect to Obligations an interest rate equal to the sum of (a) the Adjusted Base
Rate plus (b) 2% per annum; provided, however, that with respect to a LIBOR Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan
plus 2% per annum. 
 “Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of
its Committed Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies 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, or (ii) pay to the Agent or any other Lender any other
amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a
public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to
funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), or (c) has been deemed insolvent or become the subject of a bankruptcy or
insolvency proceeding. 
 “Defaulting Lender Waterfall” means any payment of principal, interest, fees or other amounts
received by the Agent for the account of any Defaulting Lender (whether voluntary or mandatory, at maturity or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such
time or times as may be determined by Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, 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 Administrative Agent; third, if so determined by the Agent and the
Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, 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 fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. 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 pursuant to this “Defaulting Lender Waterfall” shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

“Development Property” means any property that is currently under construction or is a recently completed construction
project that is not yet 85% leased. Notwithstanding the foregoing, a completed construction project may not be included as a “Development Property” for more than 12 months. After 12 months, the property will be valued on the basis of
current “as-is” appraised value if included in the Unencumbered Pool. 

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale
and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 

“Dollar” and “$” mean lawful money of the United States. 

“EBITDA” means, with respect to any Person, for any period (without duplication): (a) net income (or loss) 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)


  

			
	TERM LOAN AGREEMENT	  	Page 6













 
acquisition and closing costs (to include investment service fees not to exceed 1.85% of the purchase price of an asset, disposition fees not to exceed 1% of the disposition price of an asset and
asset management and finance coordination fees paid to Advisor not to exceed 1% of the amount financed) 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); (v) other non-cash items to the extent not actually paid as a cash expense; (vi) other extraordinary and non-recurring items at the Agent’s reasonable discretion; and (vii) any Approved Restricted Distribution Add Back; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates
as provided below. In no event shall any of the adjustments be double-counted. With respect to consolidated Subsidiaries that are not wholly-owned Subsidiaries, EBITDA attributable to such entities shall only be included to the extent of CNL
HP’s Equity Percentage in such Subsidiaries. For the avoidance of doubt, EBITDA for Unconsolidated Affiliates and Subsidiaries of CNL HP that are not wholly owned Subsidiaries shall include only CNL HP’s Equity Percentage of net income (or
loss) from such Subsidiary of CNL HP 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; (v) other non-cash items to the extent not actually paid as a cash expense; (vi) other extraordinary and non-recurring items at the Agent’s reasonable discretion; and
(vii) any Approved Restricted Distribution Add Back. 
 “EBITDAR” means, for any Person for any applicable period,
such Person’s net income, less income or plus loss from discontinued operations and extraordinary items, plus income taxes, plus interest expense, plus depreciation and amortization, plus any leased asset payments during such period, plus any
parent company expenses not attributable to operations of the asset. 
 “EBITDAR Thresholds” means, for each net leased
Eligible Unencumbered Pool Property, the applicable tenant EBITDAR for such Property must be equal to or greater than: (i) 1.10x for Seniors Housing Properties; (ii) 1.85x for hospitals included as Other Healthcare Assets; and (iii) 1.35x for all
Other Healthcare Assets excluding hospitals. 
 “Eligible Assignee” means any Qualified Lender that meets the requirements
to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)). 

“Eligible MOB Property” shall mean as of any date, any MOB which is an Eligible Unencumbered Property. 

“Eligible Other Healthcare Asset” shall mean as of any date, any Other Healthcare Asset which is an Eligible Unencumbered
Property. 
 “Eligible Seniors Housing Property” shall mean as of any date, each Seniors Housing Property which is an
Eligible Unencumbered Property. 
 “Eligible Unencumbered Property” shall mean any Property which: (i) is 100% owned
by any Owner; (ii) is owned in fee simple, free and clear of any title exceptions or negative pledge other than those approved in writing by Agent (if not owned fee simple, the applicable Property may be subject to a “mortgageable”
ground lease with not less than 30 years remaining on the term and with other standard mortgagee provisions acceptable to Agent in its sole discretion); (iii) is free from environmental concerns; (iv) has all appropriate licenses and
certificates of occupancy per the applicable jurisdiction; (v) is located in the mainland United States; (vi) is an operating property free from development and/or material renovation; (vii) is (a) managed by the Borrower, any
Affiliate of Borrower or a qualified property management company reasonably acceptable to Agent, or (b) leased to a single tenant not in bankruptcy or more than sixty days past due on any payment of rent; and (viii) if a MOB, (a) is
leased to a single tenant not in bankruptcy or, to the extent leased to multiple tenants, is not leased to a tenant or tenants in bankruptcy pursuant to a lease or leases covering in excess of 40% of the total rentable area of the applicable
Property; and (b) is not leased to any single tenant more than sixty days past due on any rent or, to the extent leased to multiple tenants, not leased to a tenant or tenants more than sixty days delinquent in payment of rent pursuant to a
lease or leases covering in excess of 40% of the total rentable area of the Property. If a Property fails to meet any of the foregoing, it may be deemed to be an “Eligible Unencumbered Property” if such Property is otherwise acceptable to
Required Lenders in their reasonable discretion. 

  

			
	TERM LOAN AGREEMENT	  	Page 7













 “Environmental Laws” means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any
materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other
ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of
determination. 
 “Equity Percentage” means, with respect to any Person, the ownership interest of such Person in each of
its Subsidiaries and Unconsolidated Affiliates, as applicable. 
 “ERISA” means the Employee Retirement Income Security Act
of 1974. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Borrower
within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Borrower or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal
under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to
terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate. 
 “Event of
Default” has the meaning specified in Section 8.01. 
 “Excluded Taxes” means, with
respect to Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of Borrower or any Guarantor hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and
franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in
which its applicable Lending Office is located, and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower or any Guarantor is located. 

  

			
	TERM LOAN AGREEMENT	  	Page 8













 “Extension Option” shall mean the option of Borrower to extend the Term
Loan Initial Maturity Date for one period of twelve (12) months provided that Borrower satisfies the following conditions precedent: 

(a)    The delivery by Borrower to Agent not less than ninety (90) days prior to the Term Loan Initial Maturity Date
but not more than one hundred fifty (150) days prior to such date of written notice of Borrower’s election to exercise the extension of the Term Loan Initial Maturity Date; 

(b)     The payment by Borrower to Agent for the benefit of the Lenders of an extension fee in an amount equal to the
product of twelve and one-half basis points (0.125%) times the Term Loan Commitment Amount (less any principal payments made by Borrower) as of the Term Loan Initial Maturity Date; 

(c)    As of the Term Loan Initial Maturity Date, (i) there shall exist no Default, and (ii) all representations
and warranties set forth herein shall be true and correct in all material respects; and 
 (d)    Borrower shall pay all
reasonable expenses, including (without limitation) attorneys’ fees and legal expenses, incurred by Agent in connection with determining whether the conditions set forth in this Agreement are fully satisfied and the resulting granting of or
refusal to grant the extension of the Term Loan Initial Maturity Date by the Lenders (and in connection with the preparation and execution of any documentation therefor). 

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

“FFO” as defined by NAREIT and adjusted for (a) non-cash/reoccurring write offs,
(b) acquisitions costs and investment service fees (not to exceed 1.85% of purchase price), (c) deferred financing costs, (d) asset management and finance coordination fees paid to any Advisor not exceed 1% of the amount financed, and
(e) Approved Restricted Distribution Add Backs. FFO from joint venture investments will be excluded and the amount of distributions received in cash from the joint ventures will be included. In no event shall any adjustments be double counted.
FFO shall initially be calculated as of September 30, 2019, and shall be based upon a trailing twelve (12) months. 

“Fixed Charge Coverage Ratio” means the ratio of (a) Consolidated EBITDA, to (b) Consolidated Fixed Charges. Such
ratio shall initially be calculated as of June 30, 2021, and shall be based upon a trailing twelve (12) months. 

“FRB” means the Board of Governors of the Federal Reserve System of the United States. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

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

  

			
	TERM LOAN AGREEMENT	  	Page 9













 “Gross Asset Value” means an amount equal to the sum of (a) the
undepreciated book value (adjusted for any impairments) of all operating properties (including real estate related intangibles) owned by Borrower, CNL HP or any Subsidiary of Borrower or CNL HP consolidated for GAAP purposes, plus (b) the GAAP
book value of all Development Properties owned by Borrower, CNL HP or any Subsidiary of Borrower or CNL HP (to the extent of the applicable Person’s Equity Percentage in such Subsidiary); plus (c) the GAAP book value of all land owned by
Borrower, CNL HP or any Subsidiary of Borrower or CNL HP (to the extent of the applicable Person’s Equity Percentage in such Subsidiary); plus (d) the GAAP book value of all mortgage notes receivable owned by Borrower, CNL HP or any
Subsidiary of Borrower or CNL HP (to the extent of the applicable Person’s Equity Percentage in such Subsidiary), plus (e) the cash and cash equivalents of Borrower or CNL HP. Notwithstanding anything to the contrary, “Gross Asset
Value” will include the pro rata share of Borrower or CNL HP of any of the items listed above for any Unconsolidated Affiliates. 

“Gross Revenue” means, for any applicable period, all revenues of the Pool Assets derived from the operation, use, leasing
and occupancy of such Pool Assets; provided, however, that in no event shall Gross Revenues include (a) any loan proceeds, (b) proceeds or payments under insurance policies (except proceeds of business interruption insurance); (c)
condemnation proceeds; (d) any security deposits received from tenants in the applicable Pool Assets, unless and until the same are applied to rent or other obligations in accordance with the tenant’s lease; or (e) any other
extraordinary items, in Agent’s reasonable discretion. 
 “Guarantee” means, as to any Person, any (a) any
obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets
of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any
such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 

“Guarantors” means, collectively, CNL HP, each Material Subsidiary, each Owner and each Tenant, on a joint and several basis.

 “Guaranty” means that certain Guaranty Agreement, executed by the Guarantors, jointly and severally, in favor of the
Lenders pursuant to which the Guarantors have guaranteed, among other things, all obligations of Borrower under the Loan Documents; as may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms hereof. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law. 
 “IL” means an independent living facility. 

“Incremental Amendment” has the meaning specified in Section 2.15. 

  

			
	TERM LOAN AGREEMENT	  	Page 10













 “Indebtedness” means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 

(a)    all obligations of such Person for borrowed money (other than trade debt incurred in the ordinary course of
business which is not more than one hundred eighty (180) days past due) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 

(b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 
 (c)    net obligations
of such Person under any Swap Contract; 
 (d)    all obligations of such Person to pay the deferred purchase price of
property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than sixty (60) days after the date on which such trade account payable was created); 

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such
Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f)    capital leases and Synthetic Lease Obligations; 

(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any
Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and 

(h)    all Guarantees of such Person in respect of any of the foregoing. 

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is
itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net
obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date. 
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 

“Indemnitees” has the meaning specified in Section 10.04(b). 

“Ineligible Unencumbered Property” has the meaning specified in Section 2.14. 

“Information” has the meaning specified in Section 10.07. 

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each month as well as the
last day of each Interest Period applicable to such Loan and the Maturity Date; and (b) as to any Base Rate Loan, the last Business Day of each month and the Maturity Date. 

“Initial Term Loan Commitment Amount” means $150,000,000.00. 

“Initial Term Notes” shall mean one or more promissory notes dated the date hereof made by Borrower and payable to one or
more Lenders in the aggregate principal amount of $150,000,000.00, evidencing the Term Loan Facility. 

  

			
	TERM LOAN AGREEMENT	  	Page 11













 “Interest Period” means, as to each LIBOR Rate Loan, the period commencing
on the date such LIBOR Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and ending on the date one, two, three or six months thereafter, as selected by Borrower in its Committed Loan Notice; provided that: 

(i)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended
to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

(ii)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; 

(iii)    any one month Interest Period that begins on a date other than as provided in (ii) shall end
on the last Business Day of the calendar month in which such Interest Period commences; and 
 (iv)    no
Interest Period shall extend beyond the Maturity Date. 
 “Investment” means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of,
or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 

“IRS” means the United States Internal Revenue Service. 

“KeyBank” means KeyBank National Association and its successors. 

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

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires. 

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and Agent. 

“Leverage Ratio” means, as of any applicable date of determination, the ratio of (a) CNL HP’s consolidated Total
Indebtedness to (b) the Gross Asset Value. 
 “LIBOR Business Day” means a Business Day on which dealings in Dollars
are carried on in the London Interbank Market. 
 “LIBOR Rate” means for any Interest Period, the greater of the
LIBOR Rate Floor or the average rate, as shown by Reuters, at which deposits in 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. 

  

			
	TERM LOAN AGREEMENT	  	Page 12













 “LIBOR Rate Floor” means zero percent (0.00%) per annum unless, with
respect to any Loan, Borrower has identified that Loan as being subject to a Specified Swap Contract entered in accordance with the terms of this Agreement in which case there shall be no “LIBOR Rate Floor”. 

“LIBOR Rate Loan” means a Committed Loan that bears interest at a rate based on the LIBOR Rate. 

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),
charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of
way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). 

“Liquidity” shall mean the difference between (i) the sum of (a) Unrestricted Cash and Cash Equivalents of
Borrower, plus (b) the difference between (1) the May 2019 Revolving Commitment Amount less (2) the sum of (A) the face amount of any issued and outstanding letters of credit issued and outstanding under the May 2019 Credit
Agreement, plus (B) the aggregate outstanding principal balance under the Revolving Notes (as defined in the May 2019 Credit Agreement), less (ii) any of Borrower’s wholly-owned debt maturing within
six-months of the applicable date of determination for which no extension option is available or no refinancing commitment has been entered into between Borrower or its Subsidiary and a legitimate financing
source in Agent’s reasonable discretion. 
 “Loan” means an extension of credit by a Lender to Borrower under
Article II in the form of a Committed Loan. 
 “Loan Documents” means this Agreement, each Note and the Guaranty.

 “Loan Parties” means, collectively, Borrower, CNL HP, each other Guarantor and each other Person (other than Agent or
any Lender) executing any Loan Document. For the avoidance of doubt, no Operator shall be deemed to be a “Loan Party” so long as such Operator is not a Guarantor. 

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations,
business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of (i) Borrower or CNL HP or (ii) Borrower, CNL HP and their Subsidiaries taken as a whole which, if unaddressed, would result in a
material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (b) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan
Party of any Loan Document to which it is a party. 
 “Material Subsidiary” means (i) any wholly-owned Subsidiary of
Borrower or CNL HP which owns, directly or indirectly, equity in any Owner or Tenant and (ii) any wholly-owned Subsidiary of Borrower or CNL HP which accounts for 5% or more of Gross Asset Value and that is not prohibited from providing a
guaranty under permanent debt agreements. 
 “Maturity Date” means the Term Loan Maturity Date. 

“May 2019 Credit Agreement” that certain Credit Agreement, dated as of May 15, 2019, by and among KeyBank National
Association, as agent on behalf of itself and certain other lenders, such other lenders and Borrower; as may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms hereof. 

“May 2019 Revolving Commitment Amount” shall mean the then current commitment of lenders to make revolving commitment to
Borrower as set forth in May 2019 Credit Agreement. “MOB” means medical office building. 
 “Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been
obligated to make contributions. 

  

			
	TERM LOAN AGREEMENT	  	Page 13













 “NAREIT” means the National Association of Real Estate Investment Trusts.

 “Note” means each promissory note made by Borrower in favor of a Lender evidencing Loans made by such Lender,
substantially in the form of Exhibit B, including, without limitation, the Initial Term Notes; as may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms hereof. 

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising
under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that
accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims
in such proceeding. 
 “Operator” means any lessee, manager or other operator of any Pool Asset. For the avoidance of
doubt, any lessee under a residency agreement or a space lease shall not be deemed to be an “Operator”. 
 “Other
Healthcare Asset” shall mean any specialty hospital, acute care hospital, long-term acute care hospital, ambulatory surgery center, diagnostic center or SNF approved by Required Lenders. 

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or
organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles
of formation or organization of such entity. 
 “Other Taxes” means all present or future stamp, intangible or documentary
taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document. 
 “Outstanding Amount” means with respect to Committed Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans occurring on such date. 

“Owner” shall mean the applicable Subsidiary of CNL HP that owns a Pool Asset. 

“Participant” has the meaning specified in Section 10.06(d). 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a
multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. 

“Permitted IPO” shall mean the listing of CNL HP on an approved stock exchange and any program associated with a tender offer
or stock redemption so long as: (i) no Event of Default after giving effect to any such tender offer or stock redemption, including, without limitation, any payment required in connection therewith; (ii) Borrower maintains Liquidity of not
less than $50,000,000.00; and (iii) any legal or governance/organizational changes are subject to the prior approval of Agent before the listing of CNL HP on any applicable exchange. 

  

			
	TERM LOAN AGREEMENT	  	Page 14













 “Permitted Management Internalization Event” shall mean either (i) the
termination by CNL HP any contract or agreement between CNL HP and CNL Financial Group or any Affiliate thereof to manage the assets of CNL HP and the internalization of the functions covered by such contract or agreement to individuals or groups to
be employed by CNL HP, or (ii) the assignment of any contract or agreement between CNL HP and CNL Financial Group or any Affiliate thereof to manage the assets of CNL HP to CNL HP or an Affiliate thereof, so long as in either case: (a) no
Event of Default exists after giving effect to any such termination, including, without limitation, any payment required in connection therewith; (b) Borrower maintains Liquidity of not less than $65,000,000.00; and (c) the management team
for Borrower and CNL HP of Steve Mauldin, as CEO, Ixchell Duarte as CFO, and John Starr as COO, shall not have changed, or any such change shall have been approved by the Agent in its reasonable discretion. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any “employee benefit plan” (as such term is
defined in Section 3(3) of ERISA), if any, established by Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 

“Platform” has the meaning specified in Section 6.02. 

“Pool Asset” means any Eligible Unencumbered Property that has been included in the Unencumbered Pool for all purposes
hereunder. 
 “Project” shall refer to each Seniors Housing Property, MOB or Other Healthcare Asset that is owned by an
Owner and is a Pool Asset. 
 “Property” shall refer to any Senior Housing Property, MOB or Other Healthcare Asset. 

“Public Lender” has the meaning specified in Section 6.02. 

“Qualified Lender” means (i) any commercial bank, savings bank, savings and loan association or similar financial
institution which (a) has total assets of One Billion Dollars ($1,000,000,000) or more, (b) is “well capitalized” within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit
Insurance Corporation Improvement Act of 1991, (c) in the sole judgment of the Agent, is engaged in the business of lending money and extending credit, and buying loans or participations in loans under credit facilities substantially similar to
those extended under this Agreement, and (d) in the sole judgment of the Agent, is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank; (ii) any insurance company in the
business of writing insurance which (a) has total assets of One Billion Dollars ($1,000,000,000) or more (b) is “best capitalized” within the meaning of such term under the applicable regulations of the National Association of
Insurance Commissioners, and (c) meets the requirements set forth in subclauses (c) and (d) of clause (i) above; and (iii) any other financial institution having total assets of One Billion Dollars ($1,000,000,000) (including a
mutual fund or other fund under management of any investment manager having under its management total assets of One Billion Dollars ($1,000,000,000) or more) which meets the requirement set forth in subclauses (c) and (d) of clause
(i) above; provided that each Qualified Lender must (w) be organized under the Laws of the United States of America, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States
of America, any state thereof or the District of Columbia, the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, (x) act under the Loan
Documents through a branch, agency or funding office located in the United States of America, and (y) be exempt from withholding of tax on interest and deliver the documents related thereto pursuant to the Internal Revenue Code as in effect
from time to time. 
 “Register” has the meaning specified in Section 10.06(c). 

  

			
	TERM LOAN AGREEMENT	  	Page 15













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

“Rent” shall mean all rentals or other income paid to an Owner under the leases between any Owner and the tenant in
connection with a Pool Asset for any applicable period, but specifically excluding any reserves, escrows, security deposits or other deposits, taxes, or reimbursements for amounts paid by an Owner on a tenant’s behalf. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day
notice period has been waived. 
 “Request for Credit Extension” means with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice. 
 “Required Lenders” means, as of any date of determination,
Lenders having in the aggregate at least fifty percent (50.0%) of the sum of the Total Outstandings. 
 “Responsible
Officer” means the chief executive officer, president or chief financial officer of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by
any of the foregoing officers in a notice to Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to
any capital stock or other Equity Interest of Borrower, CNL HP or any Subsidiary of Borrower or CNL HP (to the extent of the Equity Percentage of Borrower or CNL HP in such Subsidiary), or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest or on account of any return of capital to the
stockholders, partners or members (or the equivalent Person thereof) of Borrower or CNL HP. 
 “RIDEA” means the REIT
Investment Diversification and Empowerment Act of 2007. 
 “Sanctioned Entity” shall mean (i) an agency of the
government of, (ii) an organization directly or indirectly controlled by, or (iii) a person resident, in a country that is subject to a sanctions program identified on the list maintained by OFAC and available
at http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time as such program may be applicable to such agency, organization or person. 

“Sanctioned Person” shall mean a person named on the list of Specially Designated Nationals or Blocked Persons maintained by
OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Secured Indebtedness” means, as of any date of determination, the aggregate principal amount of Total
Indebtedness outstanding of Borrower or CNL HP or any Subsidiary of Borrower or CNL HP (to the extent of the applicable Person’s Equity Percentage in such Subsidiary), as evidenced by notes, bonds, debentures, or similar instruments and capital
lease obligations that is secured by a lien. 
 “Secured Recourse Indebtedness” means Secured Indebtedness that is recourse
for payment to Borrower or CNL HP. For the avoidance of doubt, the indebtedness of Borrower under the Loan Documents shall not be deemed to be Secured Recourse Indebtedness for purpose hereof. 

  

			
	TERM LOAN AGREEMENT	  	Page 16













 “Seniors Housing Properties” shall mean all IL, AL and ALZ facilities and
the Approved CCRC Facilities. 
 “SNF” means a skilled nursing facility. 

“Solvent” means, as to any Loan Party on a particular date, that any such Person (a) has capital sufficient to carry on
its business and transactions and all business and transactions in which it is about to engage and is able to pay its debts as they mature, (b) has assets having a value, both at fair valuation and at present fair saleable value, greater than
the amount required to pay its probable liabilities (including contingencies), and (c) does not believe that it will incur debts or liabilities beyond its ability to pay such debts or liabilities as they mature. 

“Specified Swap Contract” means any Swap Contract that is made or entered into at any time, or in effect at any time now or
hereafter, whether as a result of an assignment or transfer or otherwise, in each case with respect to the Term Loan, between the Borrower and a Specified Swap Contract Provider. 

“Specified Swap Contract Provider” means any Lender, or Affiliate of a Lender, that is party to a Swap Contract at the time
such Swap Contract is entered into. 
 “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power
only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of CNL HP. 

“Swap Contract” means (a) 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, and (b) 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 (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap 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 Swap Contracts, as determined based
upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on
the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). 

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

  

			
	TERM LOAN AGREEMENT	  	Page 17













 “Tenant” shall mean the applicable wholly-owned Subsidiary of CNL HP that
controls any Pool Asset pursuant to a lease with the applicable Owner. 
 “Term Loan Commitment Amount” shall mean the
Initial Term Loan Commitment Amount, provided, however, that Borrower shall have the right, after the date hereof, to request that the Term Loan Commitment Amount be increased in accordance with Section 2.15. 

“Term Loan Commitment Increase” shall have the meaning given such term in Section 2.15. 

“Term Loan Facility” or “Term Loan” means that certain term loan facility established by the Lenders for the
Borrower on or about the date hereof in the initial maximum aggregate amount of $150,000,000.00. 
 “Term Loan Initial Maturity
Date” means May 15, 2024. 
 “Term Loan Maturity Date” means the date on which the Term Notes mature, whether
by acceleration, lapse of time or otherwise; provided, that such date shall be the Term Loan Initial Maturity Date, unless earlier accelerated as permitted herein or in any other Loan Document, subject to the Extension Option. 

“Term Notes” means, collectively, each promissory note made by Borrower in favor of a Lender evidencing Loans made by such
Lender evidencing the Term Loan Facility, substantially in the form of Exhibit B, including, without limitation, the Initial Term Notes. 

“Ticking Fee” has the meaning specified in Section 2.09. 

“Total Indebtedness” means 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 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) all 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 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 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 

  

			
	TERM LOAN AGREEMENT	  	Page 18













 
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) of any
unconsolidated affiliate of such person. 
 “Total 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. 
 “Total Outstandings” means the aggregate Outstanding
Amount of all Loans. 
 “Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a LIBOR Rate
Loan. 
 “Unconsolidated Affiliates” means, in respect of any Person, any other Person in which such Person holds an Equity
Interest and (a) which Equity Interest is accounted for in the financial statements of such Person on an equal 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, or (b) which is not a Subsidiary of such first Person. 

“Unencumbered Pool” means all Pool Assets as of any applicable date of determination. 

“Unencumbered Pool Certificate” means a certificate executed by Borrower in the form attached hereto as Exhibit E.

 “Unencumbered Pool Value” means, with respect to all Pool Assets, an aggregate amount equal to the sum of: 

(a)    for each Seniors Housing Property and each MOB, either (i) during the 18 month period commencing on the date
such Property is acquired by the applicable Owner, the acquisition cost of such Property, or (ii) at all times thereafter, the quotient of such Property’s Adjusted Net Operating Income divided by the Capitalization Rate; plus 

(b)    the as-is Appraised Value of each Other Healthcare Asset. 

Notwithstanding the foregoing, for those Pool Assets that are less than 80% occupied at the time of addition to the Unencumbered Pool, the Unencumbered Pool
Value for such Pool Assets is the amount equal to, for the 18 month period commencing on the date of inclusion to the Unencumbered Pool, the as-stabilized Appraised Value of each Seniors Housing Property. At
the expiration of such 18 month period, the value of the applicable Pool Assets shall be calculated pursuant to clause (a)(ii) above. 

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of
ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year. 

“United States” and “U.S.” mean the United States of America. 

  

			
	TERM LOAN AGREEMENT	  	Page 19













 “Unreimbursed Amount” has the meaning specified in
Section 2.03(c)(i). 
 “Unrestricted Cash and Cash Equivalents” shall mean all of the following
so long as the same are free of any lien, claim, pledge, assignment, security interest or other restriction: (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof
and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof, (ii) marketable direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof maturing within ninety (90) days after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from any two
of the Rating Agencies (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as may be reasonably acceptable to Agent) and not listed for possible down-grade in
Credit Watch published by Standard & Poor’s; (iii) commercial paper, other than commercial paper issued by Borrower or any of its affiliates, maturing no more than ninety (90) days after the date of creation thereof and, at
the time of acquisition, having a rating of at least A-1 or P-1 from either Standard & Poor’s or Moody’s (or, if at any time neither
Standard & Poor’s nor Moody’s shall be rating such obligations, then the highest rating from such other nationally recognized rating services as may be reasonably acceptable to Agent); (iv) domestic and Eurodollar certificates of
deposit or time deposits or bankers’ acceptances maturing within ninety (90) days after the date of acquisition thereof, overnight securities repurchase agreements, or reverse repurchase agreements secured by any of the foregoing types of
securities or debt instruments issued, in each case, by (A) any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or Canada having combined capital and surplus of not less
than Two Hundred Fifty Million Dollars ($250,000,000) or (B) Agent; (v) securities regularly traded, and currently listed, on a nationally recognized exchange, and (vi) cash held in unrestricted bank accounts. 

“Unsecured Indebtedness” means, as of any date of determination, the aggregate amount of Total Indebtedness of Borrower or
CNL HP or any Subsidiary of Borrower or CNL HP (to the extent of the applicable Person’s Equity Percentage in such Subsidiary) as of such date that is not Secured Indebtedness. 

“Unsecured Interest Expense” means, as of any date of determination, the greater of (i) the product of (a) the
Unsecured Indebtedness multiplied by (b) six percent (6.00%), and (ii) the actual interest expense on the Unsecured Indebtedness for the applicable period. 

“Unused Fee” shall have the meaning given such term in Section 2.09. 

“Weighted Average Occupancy” means: (a) with respect to an AL, IL, or an ALZ that is single and/or single and dual
occupancy, the number of occupied units divided by total units; (b) with respect to an AL, IL, or an ALZ that is dual occupancy only, the number of occupied beds divided by total beds; (c) with respect to a SNF, the number of occupied beds
divided by total beds; and (d) for all other product types, the occupied square footage divided by the total square footage. The foregoing occupancy determination will be weighted for each applicable Property based upon such Property’s
contribution to the aggregate Adjusted Net Operating Income for the Pool Assets. 
 1.02    Other Interpretive
Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: 

(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to
any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words
“herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision
thereof, (iv) all references in a Loan 

  

			
	TERM LOAN AGREEMENT	  	Page 20













 
Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear,
(v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or
regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights. 
 (b)    In the computation
of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but
excluding;” and the word “through” means “to and including.” 

(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall
not affect the interpretation of this Agreement or any other Loan Document. 
 1.03    Accounting Terms.

 (a)    Generally. All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from
time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. 

(b)    Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and Borrower or the Required Lenders shall so request, Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such
change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and
(ii) Borrower shall provide to Agent and Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made
before and after giving effect to such change in GAAP. 
 (c)    Consolidation of Variable Interest Entities. All
references herein to consolidated financial statements of CNL HP and its Subsidiaries or to the determination of any amount for CNL HP and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include
each variable interest entity that CNL HP is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest
entity were a Subsidiary as defined herein. 
 1.04    Rounding. Any financial ratios required to be maintained
by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result
up or down to the nearest number (with a rounding-up if there is no nearest number). 

1.05    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to
Eastern Time (daylight or standard, as applicable). 
 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 

2.01    Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make
loans under the Term Loan Facility (each such loan, a “Committed Loan”) to Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of
such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Unencumbered Pool Value, (ii) the aggregate outstanding balance under the
Term Loan Facility (plus any prior principal payments on the Term Loan) shall not exceed the 

  

			
	TERM LOAN AGREEMENT	  	Page 21













 
Term Loan Commitment Amount, and (iii) the aggregate Outstanding Amount of the Committed Loans of any Lender (plus any prior principal payments to such Lender on the Term Loan) shall not
exceed such Lender’s Commitment. Amounts borrowed under the Term Loan Facility may be prepaid under Section 2.05, but may not be reborrowed hereunder. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as
further provided herein. 
 2.02    Borrowings, Conversions and Continuations of Committed Loans. 

(a)    Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of
LIBOR Rate Loans shall be made upon Borrower’s irrevocable notice to Agent, which may be given by telephone. Each such notice must be received by Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of LIBOR Rate Loans or of any conversion of LIBOR Rate Loans to Base Rate Committed Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Base Rate Committed Loans. Each
telephonic notice by Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower.
Each Borrowing of, conversion to or continuation of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Committed Loans shall be in a
principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether Borrower is requesting a Committed Borrowing, a conversion of Committed
Loans from one Type to the other, or a continuation of LIBOR Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to
be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) in the case of a LIBOR Rate Loan, whether such Loan is subject to a Specified Swap
Agreement, and (vi) if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if Borrower fails to give a timely notice requesting a conversion
or continuation, then Borrower shall be deemed to have provided a continuation notice with respect to any such Committed Loan. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable LIBOR Rate Loans. If Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Rate Loans in any such Committed Loan Notice, but fail to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month. 
 (b)    Following receipt of a Committed Loan Notice, Agent shall promptly
notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Agent shall notify each Lender of the details of any automatic
conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to Agent in immediately available funds at Agent’s Office not later
than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension,
Section 4.01), Agent shall make all funds so received available to Borrower in like funds as received by Agent either by (i) crediting the account of Borrower on the books of KeyBank with the amount of such funds or
(ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Agent by Borrower. 

(c)    Except as otherwise provided herein, a LIBOR Rate Loan may be continued or converted only on the last day of an
Interest Period for such LIBOR Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as LIBOR Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all
of the then outstanding LIBOR Rate Loans be converted immediately to Base Rate Committed Loans and Borrower agrees to pay all amounts due under Section 3.05 in accordance with the terms thereof due to any such conversion.

 (d)    Agent shall promptly notify Borrower and Lenders of the interest rate applicable to any Interest Period for
LIBOR Rate Loans upon determination of such interest rate. 

  

			
	TERM LOAN AGREEMENT	  	Page 22













 (e)    After giving effect to all Committed Borrowings, all conversions
of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect with respect to Committed Loans during any calendar month. 

2.03    Reserved. 

2.04    Reserved. 

2.05     Prepayments. (a) Borrower may, upon notice to Agent, at any time or from time to time voluntarily
prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Agent not later than 12:00 noon (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans
and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base
Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of
such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such
Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment
of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans
of Lenders in accordance with their respective Applicable Percentages. 
 (b)    If for any reason the Total
Outstandings at any time exceed, subject to Section 2.01, the Unencumbered Pool Value, Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. 

2.06    Termination or Reduction of Commitments. Borrower may, upon notice to Agent, terminate the Aggregate
Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect
thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments exceeds the amount of the Aggregate Commitments,
such Sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be
applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. 

2.07     Repayment of Loans Borrower shall repay to Lenders, on the Term Loan Maturity Date, the aggregate
principal amount of Committed Loans under the Term Loan Facility outstanding on such date. 
 2.08    Interest.
(a) Subject to the provisions of subsection (b) below, (i) each LIBOR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted LIBOR Rate for such Interest
Period; and (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Adjusted Base Rate. 

(b)    (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

  

			
	TERM LOAN AGREEMENT	  	Page 23













 (ii)    If any amount (other than principal of any Loan)
payable by Borrower under any Loan Document is not paid following the expiration of any applicable grace or cure period, whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall
thereafter bear interest from the date such payment was due (without regard to any applicable grace or cure period) at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

 (iii)    Upon the request of the Required Lenders, while any Event of Default exists, Borrower shall
pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(iv)    Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be
due and payable upon demand. 
 (c)    Interest on each Loan shall be due and payable in arrears on each Interest
Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding
under any Debtor Relief Law. 
 2.09    Ticking Fee. In the event that any of the Term Loan Commitment is not
advanced as of the date ninety (90) days after the Term Loan Closing Date, such unadvanced amount shall incur an unused fee equal to one-fourth of one percent (0.25%) per annum multiplied by the average
daily amount of the unadvanced portion of the Term Loan Commitment. Such unused fee shall be payable to the Term Loan Lenders pro rata quarterly in arrears and will start accruing on the date ninety (90) days after the Term Loan Closing
Date and will stop accruing on the first to occur of (a) the date the Term Loan Commitments are fully advanced or (b) the Borrower terminates any remaining portion of the Term Loan Commitments. 

2.10    Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is
determined by KeyBank’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue
on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made
shall, subject to Section 2.07, bear interest for one day. Each determination by Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

2.11    Evidence of Debt. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by Agent in the ordinary course of business. The accounts or records maintained by Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by Lenders to
Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations. In the
event of any conflict between the accounts and records maintained by any Lender and the accounts and records of Agent in respect of such matters, the accounts and records of Agent shall control in the absence of manifest error. Upon the request of
any Lender made through Agent, Borrower shall execute and deliver to such Lender (through Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 

2.12    Payments Generally; Agent’s Clawback. (a) General. All payments to be made by Borrower
shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Agent, for the account of the respective Lenders to
which such payment is owed, at the Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein. Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable
share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by Agent after 12:00 noon Cleveland, Ohio 

  

			
	TERM LOAN AGREEMENT	  	Page 24













 
time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. Any and all amounts due hereunder or under the other Loan Documents which
remain unpaid more than ten (10) days after the date said amount was due and payable shall incur a fee of four percent (4%) of said amount, which payment shall be in addition to all of Lenders’ other rights and remedies under the Loan
Documents, provided that no late charge shall apply to the final payment of principal on the Maturity Date. 

(b)    Funding by Lenders; Presumption by Agent. Unless Agent shall have received notice from a Lender prior to the
proposed date of any Committed Borrowing of LIBOR Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 p.m. on the date of such Committed Borrowing) that such Lender will not make available to Agent such
Lender’s share of such Committed Borrowing, Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans,
that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Committed Borrowing available to Agent, then the applicable Lender and Borrower severally agree to pay to Agent forthwith on demand such corresponding amount in immediately available funds with
interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate
and a rate determined by Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Agent in connection with the foregoing and (B) in the case of a
payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Agent for the same or an overlapping period, Agent shall promptly remit to Borrower the amount of such interest
paid by Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by Borrower
shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Agent. 

(c)    Payments by Borrower; Presumptions by Agent. Unless Agent shall have received notice from Borrower prior to
the date on which any payment is due to Agent for the account of the Lenders that Borrower will not make such payment, Agent may assume that Borrower have made such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to Lenders the amount due. In such event, if Borrower have not in fact made such payment, then each of Lenders severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender, in immediately
available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance
with banking industry rules on interbank compensation. A notice of Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. 

(d)    Failure to Satisfy Conditions Precedent. If any Lender makes available to Agent funds for any Loan to be
made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to Borrower by Agent because the conditions to the applicable Credit Extension set forth in Article IV are not
satisfied or waived in accordance with the terms hereof, Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 

(e)    Obligations of Lenders Several. The obligations of Lenders hereunder to make Committed Loans and to make
payments under Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, purchase its participation or to
make its payment under Section 10.04(c). 
 (f)    Funding Source. Nothing herein shall
be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

  

			
	TERM LOAN AGREEMENT	  	Page 25













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

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

(ii)    the provisions of this Section shall not be construed to apply to (x) any payment made by
Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans to any assignee or
participant, other than to Borrower, CNL HP or any Subsidiary thereof (as to which the provisions of this Section shall apply). 
 Each Loan Party consents
to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. 

2.14    Unencumbered Pool. 

(a)    Covenants. With respect to the Unencumbered Pool, so long as any Lender shall have any Commitment hereunder,
any Loan or other Obligation hereunder shall remain unpaid, Borrower shall, and shall cause each Owner to: 

(i)    Cause the Unencumbered Pool to include not less than twenty-five (25) Eligible Unencumbered
Properties with a minimum Unencumbered Pool Value of $500,000,000.00; 
 (ii)    Cause the portion of the
Unencumbered Pool Value attributable to Eligible Other Healthcare Assets to be not more than twenty percent (20%); 

(iii)    Cause the portion of the Unencumbered Pool Value attributable to SNFs to be not more than ten
percent (10%); 
 (iv)    Cause not more than twenty-five percent (25%) of the Unencumbered Pool Value to
be derived from any one metropolitan statistical area; 
 (v)    Cause not more than twenty percent (20%)
of the Unencumbered Pool Value to be derived from leases to any one tenant; 
 (vi)    Cause no single
Pool Asset to exceed fifteen percent (15%) of the Unencumbered Pool Value excluding the Pool Asset commonly known as “Legacy Village” which may equal up to twenty percent (20%) of the Unencumbered Pool Value; 

(vii)    Maintain the weighted average (based upon each asset’s Unencumbered Pool Value) remaining
lease term for all Eligible MOB Properties, on an aggregate basis, at a level of at least two years; and 

  

			
	TERM LOAN AGREEMENT	  	Page 26













 (viii)    Maintain a weighted average occupancy of at
least 80% for the Unencumbered Asset Pool at all times. Occupancy will be weighted based on each property’s contribution to aggregate Adjusted Net Operating Income for the Unencumbered Pool. 

If, as of the end of any calendar quarter, Borrower fails to meet any of the foregoing covenants, Borrower may cure any such default by either
(A) removing one or more Pool Assets from the Unencumbered Pool (each such property an “Ineligible Unencumbered Property”), (B) making a principal payment in accordance with Section 2.05 in an amount
attributable to the applicable failure, or (C) to the extent the failure is related to clauses (ii), (iii), (iv), (v) or (vi), reducing the Unencumbered Pool Value by an amount attributable to the applicable failure, and, in either (A), (B) or
(C), recalculating the covenants and the Unencumbered Pool Value. Such recalculation and payment shall be made within the time required for delivery of the then due Unencumbered Pool Certificate as set forth in
Section 6.02. 
 (b)    Additions of Eligible Unencumbered Properties to the Unencumbered
Pool. Provided that no Default or Event of Default exists, Borrower shall have the right, subject to the satisfaction of the conditions set forth below and upon notice to Agent, to request the addition of an Eligible Unencumbered Property to the
Unencumbered Pool. Any request shall be subject to the following: 
 (i)    Delivery by Borrower to Agent
of such request in writing at least thirty (30) days (or such other period approved by Agent) prior to the requested date of applicable addition; 

(ii)    Delivery by Borrower to Agent of a pro forma Compliance Certificate and Unencumbered Pool
Certificate prepared using the financial statements of Borrower most recently provided or required to be provided to Agent under Section 6.01 evidencing compliance in all material respects with all covenants and conditions
related to the Unencumbered Pool after giving effect to the applicable addition and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; 

(iii)    The Borrower shall, as a condition to such Eligible Unencumbered Property being included as a Pool
Asset, cause each applicable Material Subsidiary to become a Guarantor hereunder in accordance with Section 6.16; and 

(iv)    Borrower shall pay all reasonable costs and expenses of Agent and its counsel in connection with
the applicable addition. 
 (c)    Removal. Borrower shall have the right upon notice to Agent to remove a Pool
Asset from the Unencumbered Pool. Any request shall be subject to the following: 
 (i)    Delivery by
Borrower to Agent of such request in writing at least twenty (20) days (or such shorter period approved by Agent) prior to the requested date of release; 

(ii)    Delivery by Borrower to Agent of a pro forma Compliance and Unencumbered Certificate prepared using
the financial statements of Borrower most recently provided or required to be provided to Agent under Section 6.01 evidencing compliance in all material respects with all covenants and conditions related to the Unencumbered
Pool after giving effect to the applicable release and shall certify that after giving effect to such release, no Default or Event of Default shall exist; and 

(iii)    Borrower shall pay all reasonable costs and expenses of Agent and its counsel in connection with
the applicable release. 
 Upon the release of any Pool Asset, Agent on behalf of the Lenders shall release the applicable Owner or Tenant of such Pool
Asset and any other Material Subsidiary, which (after giving effect to the release of such Owner or Tenant) owns no interest in any other Owner or Tenant of a Pool Asset, from their respective Guaranty(s) and the obligations thereunder as well as
any other Loan Documents to which such Subsidiary or such Material Subsidiary is a party to. 

  

			
	TERM LOAN AGREEMENT	  	Page 27













 (d)    Ineligible Unencumbered Properties. If, at any time, a
Pool Asset becomes an Ineligible Unencumbered Property, Borrower shall promptly submit an updated Compliance Certificate and Unencumbered Certificate after having given effect to the removal of the applicable Ineligible Unencumbered Property from
the Unencumbered Pool and shall make any payments under Section 2.05 required in connection with such recalculation at the time the applicable Unencumbered Certificate is delivered. 

2.15    Increase in Commitments.  

(a)    At any time prior to the Business Day immediately preceding the Maturity Date, the Borrower shall have the right, in
consultation and coordination with the Agent, to request (by written notice to the Agent), one or more increases in the amount of the Term Loan Commitments (each such increase, “Term Loan Commitment Increase”); provided that; 

(i)    at the time of any such request and upon the effectiveness of any Incremental Amendment (as defined
below) referred to below and the date that such Term Loan Commitment Increase becomes effective, as the case may be, no Default or Event of Default shall have occurred and be continuing or would result therefrom; 

(ii)    all representations and warranties contained in this Agreement shall be true and correct in all
material respects with the same effect as though such representations and warranties had been made on the date that such Term Loan Commitment Increase becomes effective, as the case may be (except that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and 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; 
 (iii)    the Borrower shall be in pro forma
compliance with the covenants in Section 6.12; 
 (iv)    each Term Loan
Commitment Increase shall be in a combined minimum principal amount of $5,000,000; 
 (v)    the
aggregate amount of all Term Loan Commitment Increases pursuant to this Section 2.15 shall not exceed $100,000,000 for a total aggregate Term Loan Commitment Amount of not more than $250,000,000.00; and 

(vi)    the Borrower shall have delivered to the Agent a certificate executed by a Responsible Officer of
the Borrower, certifying compliance with the requirements of each of the preceding clauses (i) - (vi). 
 (b)    Each
notice from Borrower pursuant to this Section 2.15 shall set forth the requested amount and proposed terms of the relevant Term Loan Commitment Increase. 

(c)    Term Loan Commitment Increases may be provided, by any existing Lender or by any other Eligible Assignee (any such
other bank or other financial institution being called an “Additional Lender”), provided that no existing Lender shall be obligated to provide any Term Loan Commitment Increase, unless it so agrees in its sole discretion.
Commitments in respect of Term Loan Commitment Increases shall become Commitments (or in the case to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (each, an
“Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Agent. The
Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Borrower, to effect the
provisions of this Section 2.15. 

  

			
	TERM LOAN AGREEMENT	  	Page 28













 (d)    The effectiveness of any Incremental Amendment shall be subject
to (i) the delivery of an acknowledgement in form and substance reasonably satisfactory to the Agent and executed by each Guarantor acknowledging that such Term Loan Commitment Increases shall constitute (and be included in the definition of)
“Obligations” under each Guaranty of such Guarantor and (ii) the delivery by the Credit Parties of such technical amendments, modifications and/or supplements to the respective Loan Documents as are reasonably requested by the Agent
to ensure that the Incremental Term Loans (and related Obligations) and are entitled to the benefits of, the relevant Loan Documents. 

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY 

3.01    Taxes. 

(a)    Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower
hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower shall be required by any applicable law to deduct any
Indemnified Taxes (including any Other Taxes) from such payments, then, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this
Section), Agent or Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall timely pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law. 
 (b)    Payment of Other Taxes by Borrower. Without
limiting the provisions of subsection (a) above, Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law; provided, however, Borrower shall have the right to contest any Other Taxes in
good faith. 
 (c)    Indemnification by Borrower. Borrower shall indemnify Agent and each Lender, within 10 days
after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent, such Lender, as the case may
be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other 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 Borrower by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 

(d)    Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by
Borrower to a Governmental Authority, Borrower shall deliver to 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 Agent. 
 (e)    Status of Lenders. Any Lender, if requested by Borrower or
Agent, shall deliver such documentation prescribed by applicable law or reasonably requested by Borrower or Agent as will enable Borrower or Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. 
 (f)    Treatment of Certain Refunds. If Agent or any Lender determines, in its sole discretion,
that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower have paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrower, upon the
request of Agent or such Lender agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Agent or such Lender in the event Agent or such Lender is required to
repay such refund to such Governmental Authority. This subsection shall not be construed to require Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any
other Person. 

  

			
	TERM LOAN AGREEMENT	  	Page 29













 3.02    Illegality. If any Lender reasonably determines that any
Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Rate Loans, or to determine or charge interest rates based upon the LIBOR
Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Borrower through
Agent, any obligation of such Lender to make or continue LIBOR Rate Loans or to convert Base Rate Committed Loans to LIBOR Rate Loans shall be suspended until such Lender notifies Agent and Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand from such Lender (with a copy to Agent), prepay or, if all LIBOR Rate Loans can be converted to Base Rate Loans and Borrower so elects, convert all LIBOR Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain
such LIBOR Rate Loans. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due under Section 3.05 in accordance with the terms thereof due
to such prepayment or conversion. 
 3.03    Reserved. 

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

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

(ii)    subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any LIBOR Rate
Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any
Excluded Tax payable by such Lender); or 
 (iii)    impose on any Lender or the London interbank market
any other condition, cost or expense affecting this Agreement or LIBOR Rate Loans made by such Lender or participation therein; 
 and the result of any of
the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender (whether of
principal, interest or any other amount) then, upon request of such Lender, Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. 

(b)    Capital Requirements. If any Lender reasonably determines that any Change in Law affecting such Lender or
any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such
Lender’s, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender or such Lender’s holding company for any such reduction suffered. 
 (c)    Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to Borrower
shall be conclusive absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 

  

			
	TERM LOAN AGREEMENT	  	Page 30













 (d)    Delay in Requests. Failure or delay on the part of any
Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that Borrower shall not be required to compensate a Lender
pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period
referred to above shall be extended to include the period of retroactive effect thereof). 
 3.05    Compensation for
Losses. Upon demand of any Lender (with a copy to Agent) from time to time, Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

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

(b)    any failure by Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow,
continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by Borrower; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Borrower shall also pay any customary and reasonable administrative fees charged by such Lender in connection with the foregoing. For purposes of
calculating amounts payable by Borrower to Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing
in the London interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded. 

3.06    Mitigation Obligations. If any Lender requests compensation under Section 3.04,
or Borrower are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or
eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

3.07    Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Loan
Document: 
 (a)    Replacing USD LIBOR. On March 5, 2021, the Financial Conduct Authority
(“FCA”), the regulatory supervisor of USD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next,
1-month, 3-month, 6-month and 12-month USD LIBOR tenor settings. On the earliest of
(i) July 1, 2023, (ii) the date that all Available Tenors of USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be
no longer representative and (iii) the Early Opt-in Effective Date, if the then-current Benchmark is USD LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under
any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action by or consent of any other party to, this Agreement or any other Loan Document. If the Benchmark
Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. 
 (b)    Replacing
Future Benchmarks. If any Benchmark Transition Event occurs after the date hereof (other than as described above with respect to USD LIBOR), the then-current Benchmark will be replaced with the Benchmark Replacement for all purposes hereunder
and under any Loan Document in respect of any 

  

			
	TERM LOAN AGREEMENT	  	Page 31













 
Benchmark setting on the later of (i) as of 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and
the Borrower or (ii) such other date as may be determined by the Agent, in each case, without any further action or consent of any other party to this Agreement or any other Loan Document, so long as the Agent has not received, by such time
(or, in the case of clause (ii) above, such time as may be specified by the Agent as a deadline to receive objections, but in any case, no less than five (5) Business Days after the date such notice is provided to the Lenders and the
Borrower), written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or
such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such
Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by
reference to such Benchmark until the Borrower’s receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a
borrowing of or conversion to ABR Loans. During the period referenced in the foregoing sentence, the component of ABR based upon the Benchmark will not be used in any determination of ABR. 

(c)    Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a
Benchmark Replacement (whether in connection with the replacement of USD LIBOR or any future Benchmark), the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. 

(d)    Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the
Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Agent pursuant to this Section
including, without limitation, any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, the timing of implementation of any Benchmark Replacement or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding on all parties hereto absent manifest error and may be made in its sole
discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section, and shall not be a basis of any claim of liability of any kind or nature by any
party hereto, all such claims being hereby waived individually by each party hereto. 
 (e)    Unavailability of
Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR), then the Agent may remove any tenor of such
Benchmark that is unavailable or non-representative for such Benchmark (including any Benchmark Replacement) settings and (ii) if such tenor becomes available or representative, the Agent may reinstate
any previously removed tenor for such Benchmark (including any Benchmark Replacement) settings. 
 (f)    Certain
Defined Terms. As used in this Section: 
 “Available Tenor” means, as of any date of
determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or
(y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date. 

“Benchmark” means, initially, USD LIBOR; provided that if a replacement for the Benchmark has
occurred pursuant to this Section, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as
applicable, the published component used in the calculation thereof. 

  

			
	TERM LOAN AGREEMENT	  	Page 32













 “Benchmark Replacement” means, for any Available
Tenor: 
 (1)    for purposes of clause (a) of this Section, the first alternative set forth below
that can be determined by the Agent 
 (a)     the sum of: (i) Term SOFR and (ii) 0.11448% (11.448
basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available
Tenor of six-months’ duration; or 
 (b)    the sum of:
(i) Daily Simple SOFR and (ii) the spread adjustment for an Available Tenor of one-month’s duration (0.11448% (11.448 basis points)); and 

(2)    for purposes of clause (b) of this Section, the sum of: (a) the alternate benchmark rate
and (b) an adjustment (which may be a positive or negative value, or zero), in each case, that has been selected pursuant to this clause (2) by the Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving
due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time; 

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the
Benchmark Replacement will be deemed to be the Floor for all purposes of this Agreement and the other Loan Documents. 

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any
technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making
payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational
matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the
Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of
administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). 

“Benchmark Transition Event” means, with respect to any then-current Benchmark (other than USD LIBOR),
the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve
System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar
insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or
indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no
longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored. 

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a
lookback) being established by the Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Agent
decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion. 

  

			
	TERM LOAN AGREEMENT	  	Page 33













 “Early Opt-in Effective
Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early
Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders. 

“Early Opt-in Election” means the occurrence of: 

(1)    a notification by the Agent to each of the other parties hereto that at least five currently
outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and
such syndicated credit facilities are identified in such notice and are publicly available for review), and 

(2)    the joint election by the Agent and the Borrower to trigger a fallback from USD LIBOR and the
provision by the Agent of written notice of such election to the Lenders. 
 “Floor” means the
benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR. 

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal
Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto. 

“SOFR” means, for any Business Day, a rate per annum equal to the secured overnight financing rate for
such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org. (or any
successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time), on the immediately succeeding Business Day. 

“Term SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR
that has been selected or recommended by the Relevant Governmental Body. 
 “USD LIBOR” means the
London interbank offered rate for U.S. dollars. 
 (g)    Benchmark Notification. The Agent does not warrant or
accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to USD LIBOR or with respect to any alternative or successor benchmark thereto, or replacement rate therefor
or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.07, will be
similar to, or produce the same value or economic equivalence of, USD LIBOR or any other benchmark or have the same volume or liquidity as did USD LIBOR or any other benchmark rate prior to its discontinuance or unavailability. 

3.08    Survival. All of Borrower’s obligations under this Article III shall survive termination of the
Aggregate Commitments and repayment of all other Obligations hereunder. 

  

			
	TERM LOAN AGREEMENT	  	Page 34













 ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

4.01    Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent: 
 (a)    Agent’s receipt of the
following, each of which shall be originals or electronically (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Lenders: 

(i)    executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to
Agent, each Lender and each Loan Party; 
 (ii)    the Initial Term Notes; 

(iii)    such certificates of resolutions or other action, incumbency certificates and/or other
certificates of Responsible Officers of each Loan Party as Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement
and the other Loan Documents to which such Loan Party is a party; 
 (iv)    such documents and
certifications as Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; 

(v)    a favorable opinion of counsel to the Loan Parties reasonably acceptable to Agent addressed to Agent
and each Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents in form and substance reasonably satisfactory to Agent; 

(vi)    a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all
consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals
shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; 

(vii)    a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions
specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect; 
 (viii)    evidence that all insurance
required to be maintained pursuant to the Loan Documents has been obtained and is in effect; 
 (ix)    a
duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended at least 45 days prior to the Closing Date, signed by a Responsible Officer of Borrower; and 

(x)    such other assurances, certificates, documents, consents or opinions as Agent or the Required
Lenders reasonably may require. 
 (b)    Any fees required to be paid on or before the Closing Date shall have been
paid. 
 (c)    Unless waived by Agent, Borrower shall have paid all reasonable fees, charges and disbursements of
counsel to Agent (directly to such counsel if requested by Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees,
charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent). 

  

			
	TERM LOAN AGREEMENT	  	Page 35













 Without limiting the generality of the provisions of the last sentence of
Section 9.03(d), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto. 
 4.02    Conditions to all Credit Extensions. The obligation of each
Lender to honor any Request for Credit Extension is subject to the following conditions precedent: 
 (a)    The
representations and warranties of Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true
and correct, in all material respects, on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, in all material
respects, as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. 

(b)    No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds
thereof. 
 (c)    Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.

 (d)    Agent shall have received, in form and substance reasonably satisfactory to it, such other assurances,
certificates, documents or consents related to the foregoing as Agent or the Required Lenders reasonably may require. 
 Each Request for
Credit Extension submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

 ARTICLE V. REPRESENTATIONS AND WARRANTIES 

Borrower represents and warrants to Agent and the Lenders that: 

5.01    Existence, Qualification and Power. Each Loan Party (a) is duly organized or formed, validly existing
and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to
(i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good
standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i), or (c), to the extent that
failure to do so could not reasonably be expected to have a Material Adverse Effect. 
 5.02    Authorization; No
Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not
(a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any
Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to
which such Person or its property is subject; or (c) violate any Law. 
 5.03    Governmental Authorization;
Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan Document. 

  

			
	TERM LOAN AGREEMENT	  	Page 36













 5.04    Binding Effect. This Agreement has been, and each other
Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms. 

5.05    Financial Statements; No Material Adverse Effect. 

(a)    The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of CNL HP and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby
in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of CNL HP and its
consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. 

(b)    The unaudited consolidated balance sheets of CNL HP and its consolidated Subsidiaries dated December 31, 2020,
and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of each Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. 

(c)    Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or
in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 

5.06    Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of
Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower, CNL HP or any Subsidiaries thereof or against any of their properties or
revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the
aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on any Loan Party, of the matters (if any) described on Schedule 5.06.

 5.07    No Default. No Loan Party is in default under or with respect to any Contractual Obligation that
could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other
Loan Document. 
 5.08    Ownership of Property; Liens. Borrower, CNL HP and each Owner has good record and
marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. The property of each Borrower and each Owner is subject to no Liens, other than Liens permitted by Section 7.01. 

5.09    Environmental Compliance. Borrower, CNL HP and each Owner conduct in the ordinary course of business a
review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof Borrower has
reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

  

			
	TERM LOAN AGREEMENT	  	Page 37













 5.10    Insurance. The properties of Borrower, CNL HP and each
Owner are insured with financially sound and reputable insurance companies not Affiliates of Borrower or CNL HP, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Borrower, CNL HP or the applicable Owner operates. 

5.11    Taxes. Borrower, CNL HP and each Owner has filed all Federal, state and other material tax returns and
reports required to be filed, and has paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets otherwise due and payable, except those which are
being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against Borrower, CNL HP or any Owner that would, if made,
have a Material Adverse Effect. 
 5.12    ERISA Compliance. 

(a)    Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other
Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect
thereto and, to the best knowledge of Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of
the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. 

(b)    There are no pending or, to the best knowledge of Borrower, threatened claims, actions or lawsuits, or action by
any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that
has resulted or could reasonably be expected to result in a Material Adverse Effect. 
 (c)    (i) No ERISA Event has
occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither Borrower nor CNL HP or any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of
ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Borrower nor CNL HP or any ERISA Affiliate has
engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. 
 5.13    Subsidiaries.
As of the Closing Date, neither Borrower nor CNL HP has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests of Borrower or CNL HP in such Subsidiaries have
been validly issued, are fully paid and nonassessable and are owned, directly or indirectly, by Borrower or CNL HP in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens. Neither Borrower nor CNL HP has any
equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in Borrower or CNL HP have been validly issued and are fully paid and
nonassessable. 
 5.14    Margin Regulations; Investment Company Act. 

(a)    Neither Borrower nor CNL HP is engaged or will engage, principally or as one of its important activities, in the
business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 

  

			
	TERM LOAN AGREEMENT	  	Page 38













 (b)    None of the Borrower, CNL HP, any Person Controlling Borrower,
CNL HP or any Subsidiary of Borrower or CNL HP is, or is required to be registered as, an “investment company” under the Investment Company Act of 1940. 

5.15    Disclosure. Borrower has disclosed to Agent and Lenders all agreements, instruments and corporate or other
restrictions to which it or any Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or
other information furnished (whether in writing or orally) by or on behalf of any Loan Party to Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any
other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Borrower represents only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time. 
 5.16    Compliance with Laws. Each Loan Party is in compliance in all material
respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

5.17    Taxpayer Identification Number. Borrower’s true and correct U.S. taxpayer identification number is set
forth on Schedule 10.02. 
 5.18    Intellectual Property; Licenses, Etc.. Borrower, CNL HP and each Owner
own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective
businesses, without conflict with the rights of any other Person. To the best knowledge of Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed,
by Borrower, CNL HP or any Owner infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Borrower, threatened, which, either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect. 
 5.19    Unencumbered Pool. Each Owner
owns the applicable Pool Asset, free and clear of any and all Liens in favor of third parties (other than Liens otherwise permitted hereunder). 

5.20    Solvency. As of the Closing Date, each of the Loan Parties will be Solvent. 

5.21    OFAC. None of the Loan Parties: (i) is a Sanctioned Person, (ii) has more than 10% of its assets
in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. The proceeds of any Loan will not be used and have not been used to fund any
operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity. No Loan Party is violation of any Anti-Terrorism Law or engaged in nor has it conspired to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. No Loan Party (i) conducts any business or engages in making or receiving any contribution of
funds, goods or services to or for the benefit of any Sanctioned Persons or Sanctioned Entities, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive
Order No. 13224. 

  

			
	TERM LOAN AGREEMENT	  	Page 39













 ARTICLE VI. AFFIRMATIVE COVENANTS 

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, Borrower
and CNL HP shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each other Loan Party to: 

6.01    Financial Statements. Deliver to Agent a sufficient number of copies for delivery by Agent to each Lender,
in form and detail satisfactory to Agent and the Required Lenders: 
 (a)    as soon as available, but in any event
within 90 days after the end of each fiscal year of Borrower, the consolidated annual financial statements of CNL HP as of the end of such fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a
report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and 

(b)    as soon as available, but in any event within 45 days after the end of the first three quarters of the fiscal year
of Borrower, the consolidated quarterly financial statements of CNL HP, all in reasonable detail and prepared in accordance with GAAP, unaudited and certified by an authorized officer of Borrower; and 

(c)    within 45 days of the end of each quarter, internally prepared individual financial statements, occupancy reports,
and payor mix statistics of all Pool Assets; and 
 (d)    prior to December 31 of each year, annual
forward-looking budgets for the Borrower and the Pool Assets for next succeeding year; and 
 (e)    federal tax returns
of Borrower and CNL HP as soon as practical but in no event later than 30 days after the filing thereof; and 

(f)    property cost reports and Department of Health surveys as requested. 

6.02    Certificates; Other Information. Deliver to Agent a sufficient number of copies for delivery by Agent to
each Lender, in form and detail satisfactory to Agent and the Required Lenders: 
 (a)    concurrently with the delivery
of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no
knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event; 

(b)    concurrently with the delivery of the financial statements referenced in Section 6.01(a)
and 6.01(b), a duly completed Unencumbered Pool Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of Borrower; 

(c)    concurrently with the delivery of the financial statements referenced in Section 6.01(a)
and 6.01(b), a duly completed Compliance Certificate signed by Responsible Officer of Borrower; 

(d)    promptly after any request by Agent or any Lender, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower and CNL HP by independent accountants in connection with the accounts or books of Borrower, CNL HP or any Subsidiary of Borrower or
CNL HP, or any audit of any of them; 
 (e)    promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the stockholders of Borrower and CNL HP, and copies of all annual, regular, periodic and special reports and registration statements which Borrower or CNL HP may file or be
required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Agent pursuant hereto; 

(f)    promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities
of any Loan Party pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this
Section 6.02; 

  

			
	TERM LOAN AGREEMENT	  	Page 40













 (g)    promptly, and in any event within five (5) Business Days
after receipt thereof by any Loan Party, copies of each notice or other correspondence received from the Securities and Exchange Commission (or comparable agency in any applicable non-U.S. jurisdiction)
concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party; and 

(h)    promptly, such additional information regarding the business, financial or corporate affairs of Borrower or CNL HP,
or compliance with the terms of the Loan Documents, as Agent or any Lender may from time to time reasonably request. 
 Documents required to be delivered
pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which Borrower post such documents, or provide a link thereto on Borrower’s website on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and Agent have access (whether a commercial, third-party website or whether sponsored by Agent); provided
that: (i) Borrower shall deliver paper copies of such documents to Agent or any Lender that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Agent or such Lender and
(ii) Borrower shall notify Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Agent shall have no
obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such documents. 
 Borrower hereby acknowledges that (a) Agent
will make available to Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar electronic system (the
“Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to
Borrower, CNL HP or Affiliates thereof 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. Borrower hereby agrees that
(w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page
thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Agent and the Lenders to treat such Borrower Materials as not containing any material non-public
information with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in
Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Agent shall be entitled to treat
any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor. 

6.03    Notices. Promptly notify Agent and each Lender: 

(a)    of the occurrence of any Default; 

(b)    of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including
(i) breach or non-performance of, or any default under, a Contractual Obligation of Borrower or any other Loan Party; (ii) any dispute, litigation, investigation, proceeding or suspension between
Borrower or any other Loan Party and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting Borrower or any other Loan Party, including pursuant to any applicable
Environmental Laws, in each instance which resulted or could reasonably be expected to result in a Material Adverse Effect; 

(c)    of the occurrence of any ERISA Event; and 

  

			
	TERM LOAN AGREEMENT	  	Page 41













 (d)    of any material change in accounting policies or financial
reporting practices by Borrower, CNL HP or any Subsidiary of Borrower or CNL HP. 
 Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower have taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a)
shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

6.04    Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and
liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate
reserves in accordance with GAAP are being maintained by Borrower, CNL HP or such Owner; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness. 

6.05    Preservation of Existence, Etc.. (a) Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its
registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 

6.06    Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities. 

6.07    Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates
of Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any
self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days’ prior notice to Agent of termination, lapse or cancellation of such
insurance. 
 6.08    Compliance with Laws. Comply in all material respects with the requirements of all Laws and
all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, write, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. 

6.09    Books and Records. (a) Maintain proper books of record and account, in which full, true and correct
entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower, CNL HP or such Owner, as the case may be; and (b) maintain such books of record and
account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over Borrower, CNL HP or such Owner, as the case may be. Borrower shall maintain at all times books and records
pertaining to the Unencumbered Pool in such detail, form and scope as Agent or any Lender shall reasonably require. 

6.10    Inspection Rights. Permit representatives and independent contractors of Agent and each Lender to visit and
inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public
accountants, all at the expense of Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrower; provided, however,


  

			
	TERM LOAN AGREEMENT	  	Page 42













 
that any such inspection shall not interfere with the use and occupancy of the applicable property and when an Event of Default exists Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the expense of Borrower at any time during normal business hours and without advance notice. 

6.11    Use of Proceeds. Use the proceeds of the Credit Extensions to pay the existing debt of Borrower’s
applicable Subsidiaries to The Prudential Insurance Company of America in connection with the Bonaventure and Capital Health portfolio properties; provided, however, that to the extent the Term Loan Commitment is increased in as permitted in
Section 2.15 hereof, any Credit Extensions in connection therewith may be used for general corporate purposes not in contravention of any Law (including anti-corruption Laws) or of any Loan Document. 

6.12    Financial Covenants. 

(a)    Maximum Leverage. Maintain at all times the Leverage Ratio at a level less than or equal to 60%. 

(b)    Minimum Fixed Charge Coverage Ratio. Maintain at all times the Fixed Charge Coverage Ratio at a level equal
to or in excess of 1.50 to 1.0. 
 (c)    Minimum Consolidated Net Worth. Not permit Consolidated Net Worth to be
less than $900,000,000.00. 
 (d)    Maximum Cash Distribution Ratio. Not make cash distributions (net of any
distributions through the dividend reinvestment policy), as determined on an aggregate rolling four fiscal quarter basis, in excess of (i) so long as no Event of Default exists, the greater of (A) 95% of FFO or (B) the amount required to
be paid out to maintain REIT status, or (ii) during the existence of an Event of Default other than an Event of Default under Sections 8.01(a) or 8.01(f) and so long as the principal under the Term Loan has not been accelerated in
accordance with Section 8.02(b), the amount required to be paid out to maintain REIT status. 

(e)    Maximum Secured Indebtedness. Maintain the ratio of Secured Indebtedness to Gross Asset Value at a level
equal to or less than 40% at all times thereafter. 
 (f)    Maximum Secured Recourse Indebtedness. Maintain the
ratio of Secured Recourse Indebtedness to Gross Asset Value at a level equal to or less than 15%. 
 (g)    Maximum
Other Investments. Maintain the ratio of: (i) investments in unimproved land to Gross Asset Value at a level equal to or less than 5%; (ii) investments in mortgage notes to Gross Asset Value at a level equal to or less than 10%; and
(iii) investments in unimproved land, mortgage notes, Development Properties and joint ventures in the aggregate to Gross Asset Value at a level equal to or less than 25%. 

(h)    Unsecured Interest Coverage. Maintain the ratio of the Adjusted Net Operating Income to Unsecured Interest
Expense at a level equal to or excess of 1.75 to 1.0. 
 (i)    Unsecured Leverage. Maintain the ratio of
Borrower’s Unsecured Indebtedness to the Unencumbered Pool Value at a level equal to or less than 60%. 
 Notwithstanding anything to the contrary, to
the extent that Borrower or any of the Guarantors enters into (or amends) any Unsecured Indebtedness subject to a more restrictive version of any of the forgoing covenants as determined by Agent, then the applicable covenant as set forth herein
shall be deemed amended to such more restrictive level as of the effective date of the applicable financing and shall remain in effect until such Unsecured Indebtedness is paid in full. 

6.13    Unencumbered Pool Records. To execute and deliver promptly, and to cause each other Loan Party to execute
and deliver promptly, to Agent, from time to time, solely for Agent’s convenience in maintaining a record of the Unencumbered Pool, such written statements and schedules as Agent may reasonably require designating, identifying or describing the
Pool Assets. 

  

			
	TERM LOAN AGREEMENT	  	Page 43













 6.14    Security Interests. To, and to cause each other
Loan Party to, (a) defend the Pool Assets against all claims and demands of all Persons at any time claiming the same or any interest therein, and (b) do whatever Agent may reasonably request, from time to time, to effect the purposes of
this Agreement and the other Loan Documents. 
 6.15    Appraisals. Agent and/or the Required Lenders shall have
the right to obtain a new or updated Appraisal of any Pool Asset from time to time. Borrower shall cooperate with Agent in this regard. If the Appraisal is obtained to comply with any applicable law or regulatory requirement, or bank policy
promulgated to comply therewith, or an Event of Default exists, Borrower shall pay for any such Appraisal upon Agent’s request. 

6.16    Additional Guarantors. Notify Agent at the time that any Person becomes a Material Subsidiary, and promptly
thereafter (and in any event within 30 days), cause such Person to (a) become a Guarantor by executing and delivering to Agent a counterpart of the Guaranty or such other document as Agent shall deem appropriate for such purpose, and
(b) deliver to Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to Agent. 

ARTICLE VII. NEGATIVE COVENANTS 

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied remains
outstanding, neither Borrower nor CNL HP shall, nor shall it permit any of its Subsidiary to, directly or indirectly: 

7.01    Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, other than the following: 
 (a)    Liens granted by any Owner existing on the
date hereof and not securing Indebtedness; 
 (b)    Liens for taxes not yet due or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

(c)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable Person; 
 (d)    pledges or deposits in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; 

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

(f)    easements, rights-of-way,
restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with
the ordinary conduct of the business of the applicable Person; 

  

			
	TERM LOAN AGREEMENT	  	Page 44













 (g)    Liens securing judgments for the payment of money not
constituting an Event of Default under Section 8.01(h); 
 (h)    Liens securing Indebtedness
permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does
not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and 

(i)    With respect to any Subsidiary that is not an Owner, Tenant or Material Subsidiary or the assets of any such
Subsidiary that is not an Owner, Tenant or Material Subsidiary, Liens which individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect. 

7.02    Investments. Make any Investments, except: 

(a)    Investments held by Borrower, CNL HP or any Subsidiary in the form of cash equivalents or short-term marketable
debt securities; 
 (b)    Investments of Borrower or CNL HP in any wholly-owned Subsidiary thereof and Investments of
any wholly-owned Subsidiary in Borrower, CNL HP or in another wholly-owned Subsidiary of Borrower or CNL HP; 

(c)    Investments of Borrower, CNL HP or any wholly-owned Subsidiary of Borrower or CNL HP in any Person if after giving
effect to such Investment, Borrower and CNL HP are in compliance with Section 6.12(g) of this Agreement; 

(d)    Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising
from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit
loss; 
 (e)    Guarantees permitted by Section 7.03; 

(f)    Investments represented by Swap Contracts; 

(g)    Investment in secured notes, mortgages, deeds of trust, collateralized mortgage obligation, or other secured debt
instruments, provided that after giving effect to Investment, Borrower are in compliance with Section 6.12(g) of this Agreement; 

(h)    Investments consisting of inter-company Indebtedness in the ordinary course of business; 

(i)    Investments in a Person, if as a result such Person is merged, consolidated or amalgamated with or into, or
transfer or conveys substantially all of its assets to, or is liquidated into, a Borrower or a Guarantor, including, without limitation, a Permitted Management Internalization Event; and 

(j)    with respect to any Subsidiary that is not an Owner or Tenant, Investments which individually or in the aggregate
would not reasonably be expected to result in a Material Adverse Effect. 
 7.03    Indebtedness. Create, incur,
assume or suffer to exist any Indebtedness, except: 
 (a)    Indebtedness under the Loan Documents; 

(b)    Guarantees by or from Borrower, CNL HP or any Subsidiary in respect of Indebtedness otherwise permitted hereunder;


  

			
	TERM LOAN AGREEMENT	  	Page 45













 (c)    obligations (contingent or otherwise) of Borrower, CNL HP or any
Subsidiary thereof existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and
(ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; 

(d)    Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or
capital assets within the limitations set forth in Section 7.01(i). 
 (e)    Indebtedness
existing as of the date of this Agreement; 
 (f)    with respect to any Subsidiary that is not an Owner or Tenant,
Indebtedness which individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect; 

(g)    Indebtedness permitted under Sections 6.12(e), (f) and (i); 

(h)    Any amendment and restatement of Indebtedness permitted hereunder. 

7.04    Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (in each instance, a “Corporate Transaction”), except that, so
long as no Default exists or would result therefrom: 
 (a)    any Subsidiary of Borrower or CNL HP may merge with
(i) Borrower or CNL HP, provided that Borrower or CNL HP shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries of Borrower or CNL HP, provided that when any wholly-owned Subsidiary of Borrower or
CNL HP is merging with another such Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; 

(b)    any Subsidiary of Borrower or CNL HP may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to Borrower, CNL HP or to another Subsidiary of Borrower or CNL HP; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of Borrower or CNL HP, then the transferee must either be
Borrower, CNL HP or a wholly-owned Subsidiary thereof; and 
 (c)    any Corporate Transaction shall be permitted
provided the same does not result in a Change of Control except in connection with a Permitted IPO. 

7.05    Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: 

(a)    Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of
business; 
 (b)    any Corporate Transaction that does not result in a Change of Control; 

(c)    Dispositions of equipment or other personal property to the extent the same is promptly replaced with equipment or
other personal property of similar utility, value and quality; 
 (d)    Disposition permitted by
Section 7.04; 
 (e)    Dispositions made in connection with the sale, transfer or conveyance
of a Pool Asset; provided Borrower complies with the provisions of Section 2.14(c) with respect to the removal of such Pool Asset from the Unencumbered Pool; and 

  

			
	TERM LOAN AGREEMENT	  	Page 46













 (f)    with respect to any Subsidiary that is not an Owner or Tenant and
the assets of any such Subsidiary that is not an Owner or Tenant, any Dispositions made in the ordinary course of business. 
 provided,
however, that any such Disposition shall be for fair market value. 
 7.06    Restricted Payments. Declare
or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests (other than publicly traded shares of CNL HP, which are expressly permitted hereby), except
for Restricted Payments necessary and required to be made in order for CNL HP to maintain its REIT status and except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result
therefrom: 
 (a)    each Subsidiary of Borrower or CNL HP may make Restricted Payments to Borrower, any Guarantor and
any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; 

(b)    Borrower, CNL HP and each Subsidiary thereof may declare and make dividend payments or other distributions payable
solely in the common stock, restricted stock or other common Equity Interests of such Person; 
 (c)    Borrower, CNL HP
and each Subsidiary thereof may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; and 

(d)    Any cash distributions permitted under Section 6.12(d). 

7.07    Change in Nature of Business. Engage in any material line of business substantially different from those
lines of business conducted by Borrower, CNL HP and the Subsidiaries thereof on the date hereof or any business substantially related or incidental thereto. 

7.08    Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Borrower or CNL
HP, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Borrower, CNL HP or such Subsidiary as would be obtainable by such Person at the time in a comparable arm’s length
transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among Borrower and any Guarantor or between and among Guarantors. 

7.09    Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement, any other Loan
Document, any Indebtedness permitted under Section 7.03g, any Guarantee permitted by Section 7.03(b) hereof or, with respect to any Subsidiary that is not an Owner, any Contractual Obligation
entered into by such Subsidiary in connection with any Lien, Investment, Indebtedness or Disposition permitted hereunder) that (a) limits the ability (i) of any Subsidiary of Borrower or CNL HP to make Restricted Payments to Borrower or
CNL HP or to otherwise transfer property to Borrower or CNL HP, (ii) of any Subsidiary of Borrower or CNL HP to Guarantee the Indebtedness of Borrower or (iii) of Borrower, CNL HP or any Subsidiary thereof to create, incur, assume or
suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under
Section 7.03(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a
Lien is granted to secure another obligation of such Person. 
 7.10    Use of Proceeds. Use the proceeds of any
Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund indebtedness originally incurred for such purpose. 

  

			
	TERM LOAN AGREEMENT	  	Page 47













 7.11    Leasing Restrictions. Without the prior written consent
of Agent, neither Borrower, nor any Owner or Tenant, shall (i) lease any Pool Asset to a single tenant (each herein referred to as a “Triple Net Lease”), or (ii) modify or amend any existing Triple Net Lease to the extent
that such amendment or modification includes one or more of the following: (a) reduction of rent (including waiving any rent payments); (b) reduction of term, (c) modification to the obligor, and (d) other material changes that may
impact the value of the asset. In connection with the foregoing, Agent shall respond by approving or disapproving the lease within ten (10) days after receipt of the copy from Borrower. Agent’s failure to approve or disapprove the lease
within that period shall constitute approval of the lease. Borrower shall pay all reasonable costs incurred by Agent in connection with Agent’s review and approval of tenant leases, including reasonable attorneys’ fees and costs. 

7.12    OFAC. No Loan Party shall (a) directly or through its Affiliates and agents, conduct any business or
engage in any transaction or dealing with any Sanctioned Persons or Sanctioned Entities, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Sanctioned Persons or Sanctioned Entities,
(b) directly or through its Affiliates and agents, deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224; (c) directly or through its Affiliates
and agents, engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law; or (d) fail to deliver to any
Lender any certification or other evidence requested from time to time by such Lender, confirming the compliance of the Loan Parties with this section. 

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES 

8.01    Events of Default. Any of the following shall constitute an Event of Default: 

(a)    Non-Payment. Borrower or any other Loan Party fails to pay
(i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within three (3) days after the same becomes due, any interest on any Loan, or (iii) within five (5) days after written notice, any
other amount due and payable hereunder or under any other Loan Document; or 
 (b)    Specific Covenants.
Borrower or any other Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11, 6.12 or 6.13 or
Article VII; or 
 (c)    Other Defaults. Any Loan Party fails to perform or observe any other covenant or
agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days (provided, however, if such Loan Party has undertaken to cure in good faith
such default within such 30 day period and the same cannot be reasonably cured within such 30 day period, such Loan Party shall have an additional 60 day period to cure such default) or any default or Event of Default occurs under any other Loan
Document; or 
 (d)    Representations and Warranties. Any representation, warranty, certification or statement
of fact made or deemed made by or on behalf of Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or 

(e)    Cross-Default. A default occurs and is not cured within any applicable grace or cure period to (i) any
recourse indebtedness (including any guarantees) of Borrower or any other Loan Party, provided, that the aggregate amount outstanding under any such indebtedness is in excess of $5,000,000, and the applicable lender or lenders has sent notices of
default and acceleration in connection therewith or (ii) any non-recourse indebtedness (including any guarantees) of Borrower or any other Loan Party, provided, that the amount outstanding under any such
indebtedness is in excess of $25,000,000 in any one instance or $50,000,000.00 in the aggregate, and the applicable lender or lenders has sent notices of default and acceleration in connection therewith; provided, however, there shall
be no Event of Default with respect to any default arising under this Section 8.01(e) during any period during which the applicable lender or lenders forbear exercising their rights and remedies with respect to the applicable default; or 

  

			
	TERM LOAN AGREEMENT	  	Page 48













 (f)    Insolvency Proceedings, Etc. Any Loan Party institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator
or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the
appointment continues undischarged or unstayed for 90 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and
continues undismissed or unstayed for 90 calendar days, or an order for relief is entered in any such proceeding; or 

(g)    Inability to Pay Debts; Attachment. (i) Borrower or any Loan Party becomes unable or admits in writing
its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not
released, vacated or fully bonded within 30 days after its issue or levy; or 
 (h)    Judgments. There is
entered against Borrower or any Loan Party (i) one or more final judgments or orders for the payment of money in an aggregate outstanding amount (as to all such outstanding and unpaid judgments or orders) exceeding the $5,000,000.00 (to the
extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) Borrower or any Loan Party have not paid and satisfied in full the applicable judgment or order within thirty (30) days of entry,
(B) enforcement proceedings are commenced by any creditor upon such judgment or order, or (C) there is a period of 15 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not
in effect; or 
 (i)    ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan which has resulted or could reasonably be expected to result in liability of Borrower or CNL HP under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the $5,000,000.00, or
(ii) Borrower, CNL HP or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of the Threshold Amount; or 
 (j)    Invalidity of Loan Documents. Any
Loan Party contests in any manner the validity or enforceability of any Loan Document or any provision thereof; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or
rescind any Loan Document or any provision thereof; or 
 (k)    Environmental. Failure to remediate within the
time period permitted by law or governmental order (or within a reasonable period of time given the nature of the matter if no specific time has been given) any environmental problems which would reasonably be expected to result in a Material
Adverse Effect, related to properties whose aggregate book value are in excess of $15,000,000.00 after all administrative hearings and appeals have been concluded; or 

(l)    Change of Control. There occurs any Change of Control with respect to Borrower or CNL HP other than a
Permitted Management Internalization Event or a Permitted IPO; or 
 (m)    REIT Status. CNL HP fails to maintain
its status as a real estate investment trust; or 
 (n)    Material Adverse Effect. There occurs any event or
circumstance that has a Material Adverse Effect; or 
 (o)    May 2019 Credit Agreement. There occurs any
“Event of Default” (as defined in the May 2019 Credit Agreement). 

  

			
	TERM LOAN AGREEMENT	  	Page 49













 8.02    Remedies Upon Event of Default. If any Event of Default
occurs and is continuing, Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 

(a)    declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation
shall be terminated; 
 (b)    declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by
Borrower; and 
 (c)    exercise on behalf of itself, the Lenders all rights and remedies available to it, the Lenders
under the Loan Documents; 
 provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to
Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable. 
 8.03    Application of Funds. After the exercise of remedies provided
for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall
be applied by Agent in the following order: 
 First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel to Agent (including fees and time charges for attorneys who may be employees of Agent) and amounts payable under Article III) payable to Agent in its capacity as
such; 
 Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts payable to Lenders
(including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) and amounts payable under Article III), ratably among them in proportion to the
respective amounts described in this clause Second payable to them; 
 Third, to payment of that portion of the Obligations
constituting accrued and unpaid interest on the Loans, and other Obligations, ratably among Lenders in proportion to the respective amounts described in this clause Third payable to them; 

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among Lenders in proportion
to the respective amounts described in this clause Fourth held by them; 
 Fifth, to Agent for the account of any Lender or
any Affiliate of a Lender for any amount owed by a Loan Party under any Swap Contract between any Loan Party and such Lender or affiliate of any Lender; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Borrower or as otherwise required by
Law. 
 ARTICLE IX. AGENT 

9.01    Appointment and Authorization of Administrative Agent. 

(a)    Each of the Lenders hereby irrevocably appoints KeyBank to act on its behalf as Administrative Agent hereunder and
under the other Loan Documents and authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto.
The provisions of this Article are solely for the benefit of Agent and the Lenders, and no Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. 

  

			
	TERM LOAN AGREEMENT	  	Page 50













 (b)    Agent shall also act as the “collateral agent” under
the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all liens on collateral granted by any of the Loan Parties to
secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. 

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

9.03    Exculpatory Provisions. Agent shall not have any duties or obligations except those expressly set forth
herein and in the other Loan Documents. Without limiting the generality of the foregoing, Agent: 
 (a)    shall not be
subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 

(b)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Law;

 (c)    shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to Borrower, CNL HP or any Affiliates thereof that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in any capacity; and 

(d)    shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.02 and 10.01) or (ii) in the
absence of its own gross negligence or willful misconduct. Agent shall not be deemed to have knowledge of any Default unless and until written notice describing such Default is given to Agent by Borrower, a Lender. Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to Agent. 
 9.04    Reliance by Administrative
Agent. Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. 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, that by its terms must be fulfilled to the satisfaction of a Lender, Agent may
presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Agent may consult with legal counsel (who may be counsel for Borrower), 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. 

  

			
	TERM LOAN AGREEMENT	  	Page 51













 9.05    Delegation of Duties. Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by Agent. Agent and any such sub agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of Agent and any such sub agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities as Agent. 

9.06    Resignation by Agent. Agent may at any time give notice of its resignation to Lenders and Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on
behalf of Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by
Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations
provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise
agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit
of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. 

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

9.08    No Other Duties, Etc.. Anything herein to the contrary notwithstanding, no Lender holding a title listed on
the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Agent or a Lender hereunder. 

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

(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the
Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders and Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of Lenders, Agent and their respective agents and counsel and all other amounts due Lenders and Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and


  

			
	TERM LOAN AGREEMENT	  	Page 52













 (b)    to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same. 
 Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to Agent and, in the event that Agent shall consent to the making of such payments directly to Lenders, to pay to Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agent and its agents and counsel, and any other amounts due Agent under Sections 2.09 and 10.04. Nothing contained herein shall be deemed to authorize Agent to authorize or consent
to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Agent to vote in respect of the claim of any Lender in any such
proceeding.  
 9.10    Joint Lead Arranger, Documentation Agent and Syndication Agent. The titles
“Joint Lead Arranger” and “Co-Syndication Agent” are, in each case, in name only, and shall confer no rights or obligations under this Agreement. 

ARTICLE X. MISCELLANEOUS 

10.01    Amendments, Etc.. No amendment or waiver of any provision of this Agreement or any other Loan Document,
and no consent to any departure by Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and Borrower or the applicable Loan Party, as the case may be, and acknowledged by Agent, and each
such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: 

(a)    waive any condition set forth in Section 4.01(a) without the written consent of each
Lender; provided, however, in the sole discretion of Agent, only a waiver by Agent shall be required with respect to immaterial matters or items specified in Section 4.01(a)(iii) or (iv) with respect to which
Borrower have given assurances satisfactory to Agent that such items shall be delivered promptly following the Closing Date; 

(b)    increase the Aggregate Commitments beyond $250,000,000.00, provided that no Lender’s Commitment can be
increased (or reinstated if terminated pursuant to Section 8.02) without the written consent of such Lender; 

(c)    postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory
prepayments) of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; 

(d)    reduce the principal of, or the rate of interest specified herein on, any Loan or any fees or other amounts payable
hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of
“Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the
rate of interest on any Loan or to reduce any fee payable hereunder; 
 (e)    change either
Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; 

(f)    change any provision of this Section or the definition of “Required Lenders” or any other provision
hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; 

and, provided further, that no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Lenders required
above, affect the rights or duties of Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve 

  

			
	TERM LOAN AGREEMENT	  	Page 53













 
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, reinstated or extended without the written consent of such Defaulting Lender and (y) any
waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the written consent of such Defaulting Lender.

 10.02    Notices; Effectiveness; Electronic Communications. 

(a)    Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by electronic mail address as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i)    if to Borrower or Agent, to the address, electronic mail address or telephone number specified for
such Person on Schedule 10.02 ; and 
 (ii)    if to any other Lender, to the address, electronic
mail address or telephone number specified in its Administrative Questionnaire. 
 Notices sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received. Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). 

(b)    Electronic Communications. Notices and other communications to Lenders hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Agent, provided that the foregoing shall not apply to notices to any Lender
pursuant to Article II if such Lender has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. Agent or 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 Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function,
as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH BORROWER MATERIALS OR THE PLATFORM. In no event shall Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrower, CNL HP, any Lender or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrower’s or Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct 

  

			
	TERM LOAN AGREEMENT	  	Page 54













 
of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Borrower, CNL HP, any Lender or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages). 
 (d)    Change of Address, Etc.
Borrower or Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, electronic mail address or telephone number for
notices and other communications hereunder by notice to Borrower and Agent. In addition, each Lender agrees to notify Agent from time to time to ensure that Agent has on record (i) an effective address, contact name, telephone number, and
electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to
at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s
compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that
may contain material non-public information with respect to Borrower or its securities for purposes of United States Federal or state securities laws. 

(e)    Reliance by Agent and Lenders. Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower shall indemnify Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other telephonic communications with Agent may be recorded by Agent, and each of the parties hereto
hereby consents to such recording. The foregoing shall not exculpate Agent or any Lender from its gross negligence or willful misconduct. 

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

10.04    Expenses; Indemnity; Damage Waiver. 

(a)    Costs and Expenses. Borrower shall pay (i) all reasonable out of pocket expenses incurred by Agent and
its Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of
this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out of pocket
expenses incurred by Agent or any Lender (including the fees, charges and disbursements of any counsel for Agent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of Agent or any Lender, in connection with
the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out of pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans. 

(b)    Indemnification by Borrower. Borrower shall indemnify Agent (and any
sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and
disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other Loan Party arising out of, in connection with, or as a result of
(i) the 

  

			
	TERM LOAN AGREEMENT	  	Page 55













 
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Agent (and any sub-agent thereof) and its Related Parties only, the
administration of this Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or
operated by Borrower, CNL HP or any Owner, or any Environmental Liability related in any way to Borrower, CNL HP, any Owner or any Tenant, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR
ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by
Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its
favor on such claim as determined by a court of competent jurisdiction. 
 (c)    Reimbursement by Lenders. To
the extent that Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to Agent (or any sub-agent thereof) or any Related Party
of any of the foregoing, each Lender severally agrees to pay to Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for Agent (or any such sub-agent) in
connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(d). 

(d)    Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, neither Borrower
shall assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection
(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee 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 other than for direct or actual damages resulting from the gross negligence or willful misconduct of
such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

(e)    Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand
therefor. 
 (f)    Survival. The agreements in this Section shall survive the resignation of Agent, the
replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

10.05    Payments Set Aside. To the extent that any payment by or on behalf of Borrower is made to Agent or any
Lender, or Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to
any settlement entered into by Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to
Agent upon demand its applicable share (without duplication) of any amount so 

  

			
	TERM LOAN AGREEMENT	  	Page 56













 
recovered from or repaid by Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in
effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

10.06    Successors and Assigns. 

(a)    Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of Agent and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement. 
 (b)    Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following
conditions: 
 (i)    Minimum Amounts 

(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender no minimum amount need be assigned; and 

(B)    in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so
long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

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

(iii)    Required Consents. No consent shall be required for any assignment except to the extent
required by subsection (b)(i)(B) of this Section and, in addition: 
 (A)    the consent of Borrower
(such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or an Affiliate of a Lender; and


  

			
	TERM LOAN AGREEMENT	  	Page 57













 (B)    the consent of Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender or an Affiliate of such Lender. 

(iv)    Assignment and Assumption. The parties to each assignment shall execute and deliver to Agent
an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500.00; provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of
any assignment. The assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire. 

(v)    No Assignment to Borrower. No such assignment shall be made to Borrower, CNL HP or any of the
Affiliates or Subsidiaries of Borrower or CNL HP. 
 (vi)    No Assignment to Natural Persons. No
such assignment shall be made to a natural person. 
 Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section,
from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations
of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05,
and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection
(d) of this Section. 
 (c)    Register. Agent, acting solely for this purpose as an agent of Borrower,
shall maintain at Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice. 
 (d)    Participations. Any Lender may at any time, without the consent of, or notice
to, Borrower or Agent, sell participations to any Person (other than a natural person or Borrower, CNL HP or any Affiliate or Subsidiary of Borrower or CNL HP) (each, a “Participant”) in all or a portion of such Lender’s rights
and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in
the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of
Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. 

  

			
	TERM LOAN AGREEMENT	  	Page 58













 (e)    Limitations upon Participant Rights. A Participant shall
not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with Borrower’s prior written consent. 
 (f)    Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(g)    Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act. 
 (h)    Deemed
Consent of Borrower. If the consent of Borrower to an assignment to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in
Section 10.06(b)(i)(B)), Borrower shall be deemed to have given their consent five Business Days after the date notice thereof has been delivered to Borrower by the assigning Lender (through Agent) unless such consent is
expressly refused by Borrower prior to such fifth Business Day. 
 (i)    Reserved. 

(j)    Termination of Defaulting Lender. The Borrower may terminate the unused amount of the Commitment of any
Lender that is a Defaulting Lender upon not less than fifteen (15) Business Days’ prior notice to the Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of the Defaulting Lender Waterfall shall apply
to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have
occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Agent or any Lender may have against such Defaulting Lender. 

10.07    Treatment of Certain Information; Confidentiality. Each of Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority,
purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to each Borrower and its obligations, (g) with the consent of Borrower or (h) to the
extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other
than Borrower. For purposes of this Section, “Information” means all information received from Borrower, CNL HP or any Subsidiary thereof relating to Borrower, CNL HP or any Subsidiary thereof or any of their respective businesses,
other than any such information that is available to Agent or any Lender on a nonconfidential basis prior to disclosure by Borrower, CNL HP or any Subsidiary thereof, provided that, in the case of information received from Borrower, CNL HP or
any Subsidiary thereof after the date hereof, such information is clearly identified at the time of delivery as 

  

			
	TERM LOAN AGREEMENT	  	Page 59













 
confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning Borrower, CNL HP or a Subsidiary thereof, as the case may be, (b) it has developed compliance procedures regarding the use of material
non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

 10.08    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each
of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, or any such Affiliate to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations
of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or any such Affiliate, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other
Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness.
The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify
Borrower and Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 

10.09    Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the
interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Agent or any Lender
shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower. In determining whether the interest contracted for,
charged, or received by Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest,
(b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 

10.10    Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by Agent and when Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or electronically (i.e. pdf) shall be effective as delivery of a manually executed counterpart of this Agreement. 

10.11    Survival of Representations and Warranties. All representations and warranties made hereunder and in any
other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by
Agent and each Lender, regardless of any investigation made by Agent or any Lender or on their behalf and notwithstanding that Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied. 

10.12    Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.


  

			
	TERM LOAN AGREEMENT	  	Page 60













 
The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

10.13    Governing Law; Jurisdiction; Etc.. 

(a)    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF OHIO. 
 (b)    SUBMISSION TO JURISDICTION. BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OHIO SITTING IN CUYAHOGA COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF OHIO, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH OHIO STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT
THAT AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c)    WAIVER OF VENUE. BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT. 
 (d)    SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

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

 10.15    No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any 

  

			
	TERM LOAN AGREEMENT	  	Page 61













 
other Loan Document), Borrower and each other Loan Party acknowledges and agrees and acknowledges its Affiliates’ understanding that that: (i) (A) the services regarding this Agreement
provided by Agent are arm’s-length commercial transactions between Borrower, each other Loan Party and their respective Affiliates, on the one hand, and Agent, on the other hand, (B) Borrower and the
other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (C) Borrower and each other Loan Party is capable of evaluating and understanding, and understands and
accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) Agent is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary, for Borrower, any other Loan Party, or any of their respective Affiliates, or any other Person and (B) Agent does not have any obligation to Borrower, any other
Loan Party or any of their Affiliates with respect to the transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) Agent and its Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of Borrower, the other Loan Parties and their respective Affiliates, and Agent has no obligation to disclose any of such interests to Borrower, any other Loan Party of any of their
respective Affiliates. To the fullest extent permitted by law, Borrower and the other Loan Parties hereby waive and release, any claims that it may have against Agent with respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby. 
 10.16    USA PATRIOT Act Notice. Each
Lender that is subject to the Act (as hereinafter defined) and Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrower or CNL HP, which information includes the name and
address of each Borrower and other information that will allow such Lender or Agent, as applicable, to identify each Borrower in accordance with the Act. 

10.17    Time of the Essence. Time is of the essence of the Loan Documents. 

10.18    FINAL AGREEMENT. THE WRITTEN TERM LOAN AGREEMENT REPRESENTS 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. 

  

			
	TERM LOAN AGREEMENT	  	Page 62













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

							
	BORROWER:
	
	CHP PARTNERS, LP,
	a Delaware limited partnership
		
	By:	 	CHP GP, LLC, a Delaware limited liability company, General Partner
			
		 	By:	 	 CNL Healthcare Properties, Inc., a Maryland

corporation, Managing Member

				
		 		 	By:	 	 /s/ Ixchell C. Duarte

		 		 		 	Ixchell C. Duarte, Senior Vice President



  
 Borrower’s
Signature Page 
 to 

Term Loan Agreement 












 
			
	AGENT:
	
	KEYBANK NATIONAL ASSOCIATION, as Agent
		
	By:	 	 /s/ Henry Alonso

		 	Henry Alonso, Senior Vice President



  
 Agent’s Signature
Page 
 to 
 Term
Loan Agreement 












 
			
	LENDERS:
	
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Henry Alonso

		 	Henry Alonso, Senior Vice President



  
 KeyBank’s
Signature Page 
 to 

Term Loan Agreement 












 
			
	FIFTH THIRD BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Jason Broady

		 	Jason Broady, Director



  
 Fifth Third
Bank’s Signature Page 
 to 

Term Loan Agreement 












 
			
	CAPITAL ONE, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Daniel Moore

		 	Daniel Moore, Authorized Signatory



  
 Capital One Bank,
National Association’s Signature Page 
 to 

Term Loan Agreement 












 
			
	COMERICA BANK
		
	By:	 	 /s/ Mark J. Leveille

		 	Mark J. Leveille, Vice President



  
 Comerica Bank’s
Signature Page 
 to 

Term Loan Agreement 












 
			
	FIRST FINANCIAL BANK
		
	By:	 	 /s/ Alyssa J. Whittemore

		 	Alyssa J. Whittemore, Relationship Manager



  
 First Financial
Bank’s Signature Page 
 to 

Term Loan Agreement 












 
			
	FIRST HORIZON
		
	By:	 	 /s/ Demetrio Papatriantafyllou

		 	Demetrio Papatriantafyllou,
		 	Vice President-Corporate Lending



  
 First Horizon’s
Signature Page 
 to 

Term Loan Agreement 












 
			
	EASTERN BANK
		
	By:	 	 /s/ Jared H. Ward

		 	Jared H. Ward, Senior Vice President



  
 Eastern Bank’s
Signature Page 
 to 

Term Loan Agreement 












 SCHEDULE 2.01 

COMMITMENTS 
 AND
APPLICABLE PERCENTAGES 
  

									
	 Lender
	  	Term Commitment	 	  	Applicable Percentage	 
	 KeyBank National Association
	  	$	35,000,000.00	 	  	 	23.3333333333	% 
	 Fifth Third Bank, National Association
	  	$	32,500,000.00	 	  	 	21.6666666667	% 
	 Capital One, National Association
	  	$	32,500,000.00	 	  	 	21.6666666667	% 
	 Comerica Bank
	  	$	10,000,000.00	 	  	 	6.6666666667	% 
	 First Horizon
	  	$	25,000,000.00	 	  	 	16.6666666667	% 
	 First Financial Bank
	  	$	5,000,000.00	 	  	 	3.3333333333	% 
	 Eastern Bank
	  	$	10,000,000.00	 	  	 	6.6666666667	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	150,000,000.00	 	  	 	100.000000000	% 


  

			
	SCHEDULE 2.01	  	Page 1













 SCHEDULE 5.06 

LITIGATION 
 NONE. 

  

			
	SCHEDULE 5.06	  	Page 1













 SCHEDULE 5.09 

ENVIRONMENTAL MATTERS 

NONE 

  

			
	SCHEDULE 5.09	  	Page 1













 SCHEDULE 5.13 

SUBSIDIARIES 
 AND OTHER
EQUITY INVESTMENTS 
 AND EQUITY INTERESTS IN BORROWER 

Part (a).    Subsidiaries. 
  

			
	Subsidiary:	  	Percentage Ownership by Borrower/CNL HP:
	 CHP Albuquerque NM Land Owner, LLC
	  	100%
	 CHP Albuquerque NM Owner, LLC
	  	100%
	 CHP Albuquerque NM Tenant Corp.
	  	100%
	 CHP Anderson IN Senior Living Owner, LLC
	  	100%
	 CHP Auburn WA Owner, LLC
	  	100%
	 CHP Auburn WA Tenant Corp.
	  	100%
	 CHP Austin TX Holding GP, LLC
	  	100%
	 CHP Austin TX Holding, LP
	  	100%
	 CHP Austin TX Owner GP, LLC
	  	100%
	 CHP Austin TX Senior Living Owner, LP
	  	100%
	 CHP Austin TX Tenant Corp.
	  	100%
	 CHP Batesville Healthcare Owner, LLC
	  	100%
	 CHP Beaverton OR Owner, LLC
	  	100%
	 CHP Beaverton OR Tenant Corp.
	  	100%
	 CHP Bend-High Desert OR Owner, LLC
	  	100%
	 CHP Bend-High Desert OR Tenant Corp.
	  	100%
	 CHP Billings MT Owner, LLC
	  	100%
	 CHP Billings MT Tenant Corp.
	  	100%
	 CHP Boise ID Owner, LLC
	  	100%
	 CHP Boise ID Tenant Corp.
	  	100%
	 CHP Broadway Healthcare Owner, LLC
	  	100%
	 CHP Cascadia Partners I, LLC
	  	  75% [CHP/Cascadia JV]
	 CHP Collierville TN Owner, LLC
	  	100%
	 CHP Collierville TN Tenant Corp.
	  	100%
	 CHP Columbia SC Owner, LLC
	  	100%
	 CHP Corvallis-West Hills OR Owner, LLC
	  	100%
	 CHP Corvallis-West Hills OR Tenant Corp.
	  	100%
	 CHP Duluth GA Senior Living Owner, LLC
	  	100%
	 CHP Duluth GA Tenant, LLC
	  	100%
	 CHP GP, LLC
	  	100%
	 CHP Grayson GA Owner, LLC
	  	100%
	 CHP Grayson GA Tenant Corp.
	  	100%
	 CHP Greenville SC Owner, LLC
	  	100%
	 CHP Greenville SC Owner, LLC
	  	100%
	 CHP Gresham-Huntington Terrace OR Owner, LLC
	  	100%
	 CHP Gresham-Huntington Terrace OR Tenant Corp.
	  	100%
	 CHP Gulf Breeze FL Senior Living Owner, LLC
	  	100%
	 CHP Gulf Breeze FL Tenant Corp.
	  	100%
	 CHP Hospital Holding, LLC
	  	100%
	 CHP Hurst TX Surgical Owner, LLC
	  	100%
	 CHP Idaho Falls ID Owner, LLC
	  	100%
	 CHP IP Holding Company
	  	100%
	 CHP Idaho Falls ID Tenant Corp.
	  	100%
	 CHP Isle at Cedar Ridge TX Owner, LLC
	  	100%
	 CHP Isle at Cedar Ridge TX Tenant Corp.
	  	100%
	 CHP Isle at Watercrest-Bryan TX Owner, LLC
	  	100%


  

			
	SCHEDULE 5.13	  	Page 1














			
	 CHP Isle at Watercrest-Bryan TX Tenant Corp.
	  	100%
	 CHP Isle at Watercrest-Mansfield TX Owner, LLC
	  	100%
	 CHP Isle at Watercrest-Mansfield TX Tenant Corp.
	  	100%
	 CHP Jasper AL Owner, LLC
	  	100%
	 CHP Jasper AL Tenant Corp.
	  	100%
	 CHP Jonesboro Healthcare Owner, LLC
	  	100%
	 CHP JV SL Development Holding, LLC
	  	100%
	 CHP Katy TX Member, LLC
	  	100%
	 CHP Lake Zurich IL Owner, LLC
	  	100%
	 CHP Lake Zurich IL Tenant Corp.
	  	100%
	 CHP Lancaster OH Senior Living Owner, LLC
	  	100%
	 CHP Layton UT Owner, LLC
	  	100%
	 CHP Layton UT Tenant Corp.
	  	100%
	 CHP Legacy Ranch TX Owner, LLC
	  	100%
	 CHP Legacy Ranch TX Tenant Corp.
	  	100%
	 CHP Longview-Monticello Park WA Owner, LLC
	  	100%
	 CHP Longview-Monticello Park WA Tenant Corp.
	  	100%
	 CHP Magnolia Healthcare Owner, LLC
	  	100%
	 CHP Maplewood MN Owner, LLC
	  	100%
	 CHP Maplewood MN Tenant Corp.
	  	100%
	 CHP Marietta GA Senior Living Owner, LLC
	  	100%
	 CHP Marietta Georgia Tenant, LLC
	  	100%
	 CHP Meadows Place TX Holding GP, LLC
	  	100%
	 CHP Meadows Place TX Holding, LP
	  	100%
	 CHP Meadows Place TX Owner GP, LLC
	  	100%
	 CHP Meadows Place TX Senior Living Owner, LP
	  	100%
	 CHP Meadows Place TX Tenant Corp.
	  	100%
	 CHP Medford-Arbor Place OR Owner, LLC
	  	100%
	 CHP Medford-Arbor Place OR Tenant Corp.
	  	100%
	 CHP Mine Creek Healthcare Owner, LLC
	  	100%
	 CHP O’Fallon MO Owner, LLC
	  	100%
	 CHP O’Fallon MO Tenant Corp.
	  	100%
	 CHP Panama City FL Owner, LLC
	  	100%
	 CHP Panama City FL Tenant Corp.
	  	100%
	 CHP Park at Plainfield IL Owner, LLC
	  	100%
	 CHP Park at Plainfield IL Tenant Corp.
	  	100%
	 CHP Partners, LP
	  	100%
	 CHP Raider Ranch TX Owner, LLC
	  	100%
	 CHP Raider Ranch TX Tenant Corp.
	  	100%
	 CHP Salem-Orchard Heights OR Owner, LLC
	  	100%
	 CHP Salem-Orchard Heights OR Tenant Corp.
	  	100%
	 CHP Salem-Southern Hills OR Owner, LLC
	  	100%
	 CHP Salem-Southern Hills OR Tenant Corp.
	  	100%
	 CHP Senior Living Net Lease Holding, LLC
	  	100%
	 CHP Shorewood WI Owner, LLC
	  	100%
	 CHP Shorewood WI Tenant Corp.
	  	100%
	 CHP SL Development Holding, LLC
	  	100%
	 CHP SL Owner Holding 1, LLC
	  	100%
	 CHP SL Owner Holding II, LLC
	  	100%
	 CHP South Bay Partners I, LLC
	  	  95% [CHP/South Bay JV]
	 CHP Sparks NV Owner, LLC
	  	100%
	 CHP Sparks NV Tenant Corp.
	  	100%
	 CHP Springs TX Owner, LLC
	  	100%
	 CHP Springs TX Tenant Corp.
	  	100%
	 CHP Tega Cay SC Owner, LLC
	  	100%
	 CHP Tillamook-Five Rivers OR Owner, LLC
	  	100%


  

			
	SCHEDULE 5.13	  	Page 2














			
	 CHP Tillamook-Five Rivers OR Tenant Corp.
	  	100%
	 CHP Town Village OK Owner, LLC
	  	100%
	 CHP Town Village OK Tenant Corp.
	  	100%
	 CHP TRS Development Holding, LLC
	  	100%
	 CHP TRS Holding, Inc.
	  	100%
	 CHP Tualatin-Riverwood OR Owner, LLC
	  	100%
	 CHP Tualatin-Riverwood OR Tenant Corp.
	  	100%
	 CHP Vancouver-Bridgewood WA Owner, LLC
	  	100%
	 CHP Vancouver-Bridgewood WA Tenant Corp.
	  	100%
	 CHP Watercrest at Katy TX Owner, LLC
	  	  95% [100% Owned by CHP/South Bay JV]
	 CHP Watercrest at Katy TX TRS Corp.
	  	  95% [100% Owned by CHP/South Bay JV]
	 CHP Watercrest at Mansfield Holding, LLC
	  	100%
	 CHP Watercrest at Mansfield TX Owner, LLC
	  	100%
	 CHP Watercrest at Mansfield TX TRS Corp.
	  	100%
	 CHP Wausau WI Senior Living Owner, LLC
	  	100%
	 CHP Yakima WA II JV Member, LLC
	  	100%
	 CHP Yakima WA II Owner, LLC
	  	  75% [100% Owned by CHP/Cascadia JV]
	 CHP Yakima WA II Tenant Corp.
	  	  75% [100% Owned by CHP/Cascadia JV]
	 CHP Yakima WA Owner, LLC
	  	100%
	 CHP Yakima WA Tenant Corp.
	  	100%
	 CHP Yelm-Rosemont WA Owner, LLC
	  	100%
	 CHP Yelm-Rosemont WA Tenant Corp.
	  	100%
	 CHT Aberdeen SD Senior Living, LLC
	  	100%
	 CHT Billings MT Senior Living, LLC
	  	100%
	 CHT Brookridge Heights MI Owner, LLC
	  	100%
	 CHT Brookridge Heights MI Tenant Corp.
	  	100%
	 CHT Casper WY Senior Living, LLC
	  	100%
	 CHT Council Bluffs IA Senior Living, LLC
	  	100%
	 CHT Curry House MI Owner, LLC
	  	100%
	 CHT Curry House MI Tenant Corp.
	  	100%
	 CHT Decatur IL Senior Living, LLC
	  	100%
	 CHT Grand Island NE Senior Living, LLC
	  	100%
	 CHT Harborchase Assisted Living Owner, LLC
	  	100%
	 CHT Harborchase TRS Tenant Corp.
	  	100%
	 CHT Lima OH Senior Living, LLC
	  	100%
	 CHT Mansfield OH Senior Living, LLC
	  	100%
	 CHT Marion OH Senior Living, LLC
	  	100%
	 CHT Symphony Manor MD Owner, LLC
	  	100%
	 CHT Symphony Manor MD Tenant Corp.
	  	100%
	 CHT Tranquility at Fredericktowne MD Owner, LLC
	  	100%
	 CHT Tranquility at Fredericktowne MD Tenant Corp.
	  	100%
	 CHT Windsor Manor AL Holding, LLC
	  	100%
	 CHT Woodholme Gardens MD Owner, LLC
	  	100%
	 CHT Woodholme Gardens MD Tenant Corp.
	  	100%
	 CHT Zanesville OH Senior Living, LLC
	  	100%
	 CHT GCI Partners I, LLC
	  	  75% [CHP/Windsor JV]
	 CHT Windsor Manor TRS Corp.
	  	  75% [100% Owned by CHP/Windsor JV]
	 Grinnell IA Assisted Living Owner, LLC
	  	  75% [100% Owned by CHP/Windsor JV]
	 Grinnell IA Assisted Living Tenant, LLC
	  	  75% [100% Owned by CHP/Windsor JV]
	 Indianola IA Assisted Living Owner, LLC
	  	  75% [100% Owned by CHP/Windsor JV]
	 Indianola IA Assisted Living Tenant, LLC
	  	  75% [100% Owned by CHP/Windsor JV]
	 Nevada IA Assisted Living Owner, LLC
	  	  75% [100% Owned by CHP/Windsor JV]
	 Nevada IA Assisted Living Tenant, LLC
	  	  75% [100% Owned by CHP/Windsor JV]
	 Vinton IA Assisted Living Owner, LLC
	  	  75% [100% Owned by CHP/Windsor JV]
	 Vinton IA Assisted Living Tenant, LLC
	  	  75% [100% Owned by CHP/Windsor JV]
	 Webster City IA Assisted Living Owner, LLC
	  	  75% [100% Owned by CHP/Windsor JV]
	 Webster City IA Assisted Living Tenant, LLC
	  	  75% [100% Owned by CHP/Windsor JV]


  

			
	SCHEDULE 5.13	  	Page 3













 Part (b).    Other Equity Investments. None 

  

			
	SCHEDULE 5.13	  	Page 4













 SCHEDULE 10.02 

AGENT’S OFFICE, 

CERTAIN ADDRESSES FOR NOTICES 

BORROWER: 
 CHP Partners, LP 

c/o CNL Healthcare Properties, Inc. 
 450 South Orange Avenue,
Suite 1400 
 Orlando, Florida 32801 
 Attention: Ixchell C.
Duarte, Chief Financial Officer 
 Attention: Tracey B. Bracco, Esq., Senior Vice President and General Counsel 

Telephone: (407) 540-7624 (Duarte); and (407) 540-7595 (Bracco) 

Electronic Mail: ixchell.duarte@cnl.com; tracey.bracco@cnl.com 

U.S. Taxpayer Identification Number: 27-2963394 

With a copy to: 
 Lowndes, Drosdick, Doster, Kantor &
Reed, P.A. 
 215 N. Eola Drive 
 Orlando, Florida 32801 

Attention: John D. Ruffier, Esq. 
 Telephone: (407) 418-6414 
 Electronic Mail: john.ruffier@lowndes-law.com 

  

			
	SCHEDULE 10.02	  	Page 1













 AGENT: 

Agent’s Office 
 (for payments and Requests
for Credit Extensions): 
 KeyBank National Association 

127 Public Square 
 Cleveland, Ohio 44114 

Attention: Henry Alonso 
 Telephone: (216) 689-3824 
 Telecopier: (216) 689-5970 

Electronic Mail: Henry_Alonso@KeyBank.com 
 Account No.: 

Ref:                      

ABA# 026009593 
 Other Notices as Agent: 

KeyBank National Association 
 127 Public Square 

Cleveland, Ohio 44114 
 Attention: Joseph Weidt 

Telephone: (216) 689-3295 

Telecopier: (216) 689-5970 

Electronic Mail: Joseph_Weidt@KeyBank.com 
 KeyBank National
Association 
 4910 Tiedeman Road, 3rd Floor 
 Brooklyn, Ohio
44144 
 Attention: Victoria Diaz 
 Telephone: (720) 904-4445 
 Telecopier: (216) 357-6383 

Electronic Mail: victoria_diaz@keybank.com 











 EXHIBIT A 

FORM OF COMMITTED LOAN NOTICE 

Date:             ,         

 To:    KeyBank National Association, as Agent 

Ladies and Gentlemen: 
 Reference is made to
that certain Term Loan Agreement, dated as of [            ,         ] (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among
[                    , a
                    ] (the “Borrower”), the Lenders from time to time party thereto, and KeyBank National Association, as
Agent. 
 The undersigned hereby requests (select one): 

A Borrowing of Committed Loans A conversion or continuation of Committed Loans 

1.     On
                                         
                    (a Business Day). 

2.     In the amount of
$                                . 

3.     Comprised of
                                         
           . 

                        
        [Type of Committed Loan requested] 
 4.     For LIBOR Rate Loans: with
an Interest Period of                      months. 

The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. 

 

			
	BORROWER
		
	By:	 	
                     
                    

	Name:	 	  

	Title:	 	  




  
 A-1 

Form of Committed Loan Notice 












 EXHIBIT B 

FORM OF TERM NOTE 
  

			
	$        	 	                    

 FOR VALUE RECEIVED, the undersigned (“Borrower”), hereby promises to pay to
                     or registered assigns (“Lender”), in accordance with the provisions of the Agreement (as hereinafter
defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Term Loan Agreement, dated as of [            ,
        ] (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein
defined), among Borrower, the Lenders from time to time party thereto, and KeyBank National Association, as Agent. 
 Borrower promises to
pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be
made to Agent for the account of the Lender in Dollars in immediately available funds at the Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 

This Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part
subject to the terms and conditions provided therein. No amount borrowed hereunder and repaid may be reborrowed. This Note is unsecured. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the
Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 

Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note. 
 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF OHIO. 
  

			
	[BORROWER]
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 Exhibit B-1 

Form of Term Note 












 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

																									
	 Date
	  	Type of Loan
Made	 	  	Amount of
Loan Made	 	  	End of
Interest
Period	 	  	Amount of
Principal or
Interest Paid
This Date	 	  	Outstanding
Principal
Balance This
Date	 	  	Notation
Made by	 
		  	 	                    	 	  	 	                    	 	  	 	                    	 	  	 	                    	 	  	 	                    	 	  	 	                    	 
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  				  				  				  				  				  			
	  
	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 


  
 Exhibit B-2 
 Form of Term Note 












 EXHIBIT C 

FORM OF COMPLIANCE CERTIFICATE 

Financial Statement Date:
                    , 

To:    KeyBank National Association, as Agent 

Ladies and Gentlemen: 
 Reference is made to
that certain Term Loan Agreement, dated as of [            ,         ] (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among CHP PARTNERS, LP, a Delaware limited partnership (“Borrower”), each
lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent. 

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
                     of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of
Borrower, and that: 
 [Use following paragraph 1 for fiscal year-end
financial statements] 
 1.    The Borrower has delivered the year-end
audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant
required by such section. 
 [Use following paragraph 1 for fiscal
quarter-end financial statements] 
 1.    The Borrower
has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of Borrower ended as of the above date. Such financial statements fairly present the financial condition,
results of operations and cash flows of each Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of
footnotes. 
 2.    The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has
caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of Borrower during the accounting period covered by such financial statements. 

3.    A review of the activities of Borrower during such fiscal period has been made under the supervision of the
undersigned with a view to determining whether during such fiscal period Borrower performed and observed all its Obligations under the Loan Documents, and 

[select one:] 

[to the best knowledge of the undersigned during such fiscal period, Borrower performed and observed each covenant and condition of the
Loan Documents applicable to it, and no Default has occurred and is continuing.] 
 —or— 

[to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or
observed and the following is a list of each such Default and its nature and status:] 

  
 C-1 

Form of Compliance Certificate 












 4.    The representations and warranties of Borrower contained in
Article V of the Agreement, and/or any representations and warranties of Borrower or any other Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as
of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate,
the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered. 

5.    The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate
on and as of the date of this Certificate. 
 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                    ,
                    . 
  

			
	[BORROWER]
		
	By:	 	
                     


	Name:	 	  

	Title:	 	  




  
 C-2 

Form of Compliance Certificate 












 For the Quarter/Year ended
                     (“Statement Date”) 

SCHEDULE 2 
 to the
Compliance Certificate 
 ($ in 000’s) 
  

							
	I.	 	Section 6.12(a) – Leverage Ratio.	  	
				
		 	A.	  	CNL HP’s consolidated Total Indebtedness at Statement Date:	  	$            
				
		 	B.	  	Gross Asset Value at Statement Date:	  	$            
				
		 	C.	  	Leverage Ratio: (Line 1.A. divided Line 1.B.)	  	$            
				
		 	D.	  	Maximum Permitted Leverage Ratio:	  	$            
				
		 	E.	  	Compliance: Yes/No	  	
			
	II.	 	Section 6.12(b) – Fixed Charge Coverage Ratio.	  	
				
		 	A.	  	EBITDA	  	
				
		 		  	 1.  consolidated net income:
	  	$            
				
		 		  	 2.  plus income tax expense:
	  	$            
				
		 		  	 3.  plus interest expense:
	  	$            
				
		 		  	 4.  plus depreciation and amortization:
	  	$            
				
		 		  	 5.  plus acquisition and closing costs and extraordinary or non-recurring gains and losses:
	  	$            
				
		 		  	 6.  plus other non-cash items:
	  	$            
				
		 		  	 7.  plus the applicable Person’s share of the EBITDA of its unconsolidated
Affiliates and Subsidiaries:
	  	$            
				
		 		  	 8.  plus Approved Restricted Distribution Add Backs:
	  	$            
				
		 		  	 9.  plus extraordinary and
non-recurring items approved by Agent:
	  	$            
				
		 		  	 10.  Total Consolidated EBITDA:
	  	$            
				
		 	B.	  	Consolidated Fixed Charges	  	
				
		 		  	 1.  consolidated interest expense:
	  	$            
				
		 		  	 2.  plus the current portion of principal paid or payable with respect to the
Total Indebtedness of CNL HP:
	  	$            
				
		 		  	 3.  plus all preferred distributions paid during the period:
	  	$            


  
 C-3 

Form of Compliance Certificate 













							
		 		  	 4.  plus the current portion of capitalized lease obligations:
	  	$            
				
		 		  	 5.  Total Fixed Charges:
	  	$            
				
		 	C.	  	Ratio (Line II.A.8 ÷ Line II.B.5):	  	            to 1.0
				
		 	D.	  	Minimum Required Fixed Coverage Charge Ratio:	  	            to 1.0
				
		 	E.	  	Compliance: Yes/No	  	
			
	III.	 	Section 6.12(c) –Minimum Consolidated Net Worth.	  	
				
		 	A.	  	Consolidated Net Worth at Statement Date:	  	
				
		 		  	 1.  shareholders’ equity at Statement Date:
	  	$            
				
		 		  	 2.  plus accumulated depreciation and amortization as of such date:
	  	$            
				
		 		  	 3.  less all intangible assets (excluding those related to value of leases from
real estate acquisitions) plus intangible liabilities as of such date:
	  	$            
				
		 		  	 4.  Total Consolidated Net Worth
	  	$            
				
		 	B.	  	Minimum Required Consolidated Net Worth	  	$900,000,000.00
				
		 	C.	  	Compliance: Yes/No	  	
			
	IV.	 	Section 6.12(d) – Maximum Cash Distribution Ratio.	  	
				
		 	A.	  	Total cash distributions as of Statement Date (including Approved Restricted Distribution Add Back):	  	$            
				
		 	B.	  	FFO	  	$            
				
		 	C.	  	Cash Distribution Ratio (Line IV.A ÷ Line IV.B):	  	            %
			
		 	Maximum Permitted:	  	95%
				
		 	D.	  	Compliance: Yes/No	  	
			
	V.	 	Section 6.12(e) – Maximum Secured Indebtedness Ratio.	  	
				
		 	A.	  	Borrower’s total Secured Indebtedness	  	$            
				
		 	B.	  	Borrower’s Gross Asset Value	  	$            
				
		 	C.	  	Ratio (Line V.A ÷ Line V.B):	  	            %
			
	VI.	 	Section 6.12(f) – Maximum Secured Recourse Debt.	  	
				
		 	A.	  	Borrower’s total secured recourse debt:	  	$            
				
		 	B.	  	Gross Asset Value	  	$            


  
 C-4 

Form of Compliance Certificate 













							
		 	C.	  	Ratio (Line VI.A ÷ Line VI.B):	  	            %
			
		 	Maximum Permitted	  	15%
				
		 	D.	  	Compliance: Yes/No	  	
			
	VII.	 	Section 6.12(g) – Maximum Other Investments.	  	
				
		 	A.	  	Other Investments	  	
				
		 		  	 1.  Unimproved land:
	  	$            
				
		 		  	 2.  plus Development Properties:
	  	$             
				
		 		  	 3.  plus mortgage notes:
	  	$            
				
		 		  	 4.  plus JV Interests:
	  	$            
				
		 		  	 5.  Total Other Investments:
	  	$            
				
		 	B.	  	Gross Asset Value:	  	$            
				
		 	C.	  	Ratios: (Line VII. A.1 to Line VII B) (Line VII A.3 to Line	  	            %
		 		  	VII.B) (Line VII.A.4 ÷ Line VII.B)	  	            %
				
		 		  		  	            %
			
		 	Maximum Permitted:	  	5%
			
		 		  	10%
			
		 		  	25%
				
		 	D.	  	Compliance: Yes/No	  	
			
	VIII.	 	Section 6.12(h) – Unsecured Interest Coverage.	  	
				
		 	A.	  	Adjusted NOI for the applicable period:	  	$            
				
		 	B.	  	Unsecured Interest Expense for the applicable period:	  	$            
				
		 	C.	  	Unsecured Interest Coverage (Line VIII.A÷VIII.B):	  	$            
			
		 	Minimum Required:	  	1.75 to 1.0
				
		 	D.	  	Compliance: Yes/No	  	
			
	IX.	 	Section 6.12(i) – Maximum Unsecured Indebtedness Ratio.	  	
				
		 	A.	  	Borrower’s total Unsecured Indebtedness	  	$            
				
		 	B.	  	Borrower’s Unencumbered Pool Value	  	$            
				
		 	C.	  	Ratio (Line IX.A ÷ Line IX.B):	  	            %
			
		 	Maximum Permitted:	  	60%
				
		 	D.	  	Compliance: Yes/No	  	


  
 C-5 

Form of Compliance Certificate 












 EXHIBIT D 

FORM 
 OF 

ASSIGNMENT AND ASSUMPTION 

[THIS EXHIBIT D IS A KEYBANK PREFERENCE OR POLICY. Do not alter without the approval of the Legal Department and Commercial Agency
Management.] 
 This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and
agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.]. Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (the
“Term Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, [the][each] Assignor hereby irrevocably sells
and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the
Term Loan Agreement, as of the Effective Date inserted by Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders]
under the Term Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the
respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Term Loan Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related
to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein
collectively as, [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any]
Assignor. 
 1.    Assignor[s]:
                                        

 2.    Assignee[s]:
                                        
for each Assignee, indicate Affiliate of [identify Lender]] 
 3.    Borrower(s):
                                        

 4.    Agent: KeyBank National Association, as the Agent under the Term Loan Agreement 

5.    Term Loan Agreement: [Term Loan Agreement, dated as of
                    , among
                    , the Lenders from time to time party thereto, KeyBank National Association, as Agent] 

  
 D-1 

Form of Assignment and Assumption Agreement 












 6.    Assigned Interest[s]: 

 

																									
	 Assignor[s]
	  	Assignee[s]	 	  	Facility
Assigned	 	  	Aggregate
Amount of
Commitment/Loans
for all Lenders	 	  	Amount of
Commitment/Loans
Assigned	 	  	Percentage
Assigned of
Commitment/Loans	 	 	CUSIP
No.	 
		  	 	                    	 	  	 	                    	 	  	$	             	 	  	$	             	 	  	 	    	% 	 	 	                    	 
		  				  				  	$	             	 	  	$	             	 	  	 	    	% 	 			
		  				  				  	$	             	 	  	$	             	 	  	 	    	% 	 			

  

	 	[7.	 Trade Date:
                    ] 



Effective Date:             , 20     [TO BE
INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in
this Assignment and Assumption are hereby agreed to: 
  

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	
                     
                    

		 	Title:
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	
                     
                    

		 	Title:


  

			
	[Consented to and] Accepted:
	
	KeyBank National Association, as Agent
		
	By:	 	
                     
                    

		 	Title:
	
	[Consented to:]
		
	By:	 	
                     
                    

		 	Title:


  
 D-2 

Form of Assignment and Assumption Agreement 












 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

1.     Representations and Warranties. 

1.1.    Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Term Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition
of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Loan Document. 
 1.2.    Assignee. [The][Each] Assignee
(a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Term Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii),(v) and (vi) of the Term Loan Agreement (subject to such consents, if any, as may be required under
Section 10.06(b)(iii) of the Term Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall
have the obligations of a Lender thereunder, and (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its
decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most
recent financial statements delivered pursuant to Section [    ] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase [the][such] Assigned Interest ,and (vi) it has independently and without reliance upon Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest; and (b) agrees that (i) it will, independently and without reliance upon Agent, [the][any] Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of
the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

2.    Payments. From and after the Effective Date, Agent shall make all payments in respect of [the][each] Assigned
Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from
and after the Effective Date. 
 3.    General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of                      [confirm that choice of law provision parallels the Term Loan Agreement]. 

  
 D-3 

Form of Assignment and Assumption Agreement 












 EXHIBIT E 

FORM OF UNENCUMBERED POOL CERTIFICATE 

KeyBank National Association, as Agent 
 127 Public Square 

Cleveland, Ohio 44114 
 Attention: Brandon Taseff 

 

	 	RE:	 CHP PARTNERS, LP 



Ladies and Gentlemen: 
 The undersigned is the
                     of CHP Partners, LP, a Delaware limited partnership (“Borrower”), and is authorized to execute and
deliver this Unencumbered Pool Certificate on behalf of Borrower pursuant to the Term Loan Agreement, dated as of September 24, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan
Agreement”), among Borrower, each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent.
Capitalized terms used but not defined herein shall have the meanings specified in the Term Loan Agreement. 
 The Borrower hereby delivers
this Unencumbered Pool Certificate to you pursuant to Section 6.02(b) of the Term Loan Agreement and in connection therewith hereby certifies to the Agent as follows: 

 

	 	(a)	 The Borrower are furnishing to you herewith the Unencumbered Pool Certificate. This certificate is submitted in
compliance with requirements of the Agreement. 


  

	 	(b)	 The Unencumbered Pool analyses and information set forth on Schedule 1 attached hereto are true and
accurate, in all material respects, on and as of the date of this Certificate. 


  

	 	(c)	 The undersigned officer is executing and delivering this certificate solely in his or her capacity as an
authorized officer of the Borrower, and not individually (and therefore is not subject to personal liability on account of the certifications set forth herein), and is providing the attached information to demonstrate compliance.



 IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Borrowing Base Certificate for and on behalf
of the Borrower as of             , 201    . 
  

			
	BORROWER:
	
	CHP PARTNERS, LP, a Delaware limited partnership
		
	By:	 	
                     
                    

	Name:	 	  

	Title:	 	  




  
 Exhibit E-1 

Form of Unencumbered Pool Certificate 












 SCHEDULE A 

UNENCUMBERED POOL CALCULATIONS 

  
 Exhibit E-2 

Form of Unencumbered Pool Certificate