Exhibit 10.1


 


 


 


FIRST AMENDED AND RESTATED CREDIT AGREEMENT


 


DATED AS OF OCTOBER 5, 2015


 


by and among


 


GLADSTONE COMMERCIAL LIMITED PARTNERSHIP,


 


as
Borrower,


 


GLADSTONE COMMERCIAL CORPORATION,


 


as
a Guarantor,


 


KEYBANK NATIONAL ASSOCIATION,


 


THE OTHER LENDERS WHICH ARE PARTIES TO THIS
AGREEMENT


 


and


 


OTHER LENDERS THAT MAY BECOME


 


PARTIES TO THIS AGREEMENT,


 


KEYBANK NATIONAL ASSOCIATION,


 


AS AGENT,


 


and


 


KEYBANC CAPITAL MARKETS,

AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER


 



    

     

    

TABLE OF CONTENTS


 




	 	Page

	§1.   DEFINITIONS AND RULES OF INTERPRETATION.	1
	§1.1   Definitions	1
	§1.2   Rules of Interpretation	28
	§2.   THE CREDIT FACILITY.	29
	§2.1   Revolving Credit Loans	29
	§2.2   Commitment to Lend Term Loan.	30
	§2.3   Facility Unused Fee	31
	§2.4   Reduction and Termination of the Revolving Credit Commitments	31
	§2.5   [Intentionally omitted.]	32
	§2.6   Interest on Loans	32
	§2.7   Requests for Revolving Credit Loans	32
	§2.8   Funds for Loans	33
	§2.9   Use of Proceeds	34
	§2.10   Letters of Credit	34
	§2.11   Increase in Total Commitment	37
	§2.12   Extension of Revolving Credit Maturity Date	40
	§2.13   Defaulting Lenders	41
	§3.   REPAYMENT OF THE LOANS.	44
	§3.1   Stated Maturity	44
	§3.2   Mandatory Prepayments	45
	§3.3   Optional Prepayments	45
	§3.4   Partial Prepayments	45
	§3.5   Effect of Prepayments	46
	§4.   CERTAIN GENERAL PROVISIONS.	46
	§4.1   Conversion Options	46
	§4.2   Fees	47
	§4.3   [Intentionally Omitted.]	47
	§4.4   Funds for Payments	47
	§4.5   Computations	51
	§4.6   Suspension of LIBOR Rate Loans	51



 



    i 


     

    




TABLE OF CONTENTS

(continued)


 


	 	Page

	§4.7   Illegality	52
	§4.8   Additional Interest	52
	§4.9   Additional Costs, Etc	52
	§4.10   Capital Adequacy	53
	§4.11   Breakage Costs	54
	§4.12   Default Interest	54
	§4.13   Certificate	54
	§4.14   Limitation on Interest	54
	§4.15   Certain Provisions Relating to Increased Costs	55
	§4.16   Delay in Requests	55
	§5.   UNSECURED OBLIGATIONS.	55
	§5.1   Unsecured Obligations	55
	§5.2   Additional Subsidiary Guarantors	55
	§5.3   Release of a Subsidiary Guarantor	56
	§6.   REPRESENTATIONS AND WARRANTIES.	56
	§6.1   Corporate Authority, Etc	56
	§6.2   Governmental Approvals	57
	§6.3   Title to Properties	57
	§6.4   Financial Statements	58
	§6.5   No Material Changes	58
	§6.6   Franchises, Patents, Copyrights, Etc	58
	§6.7   Litigation	58
	§6.8   No Material Adverse Contracts, Etc	59
	§6.9   Compliance with Other Instruments, Laws, Etc	59
	§6.10   Tax Status	59
	§6.11   No Event of Default	59
	§6.12   Investment Company Act	59
	§6.13   Absence of Liens	59
	§6.14   [Intentionally Omitted]	59
	§6.15   Certain Transactions	59



 



    ii 


     

    

TABLE OF CONTENTS

(continued)


 



	 	Page

	§6.16   Employee Benefit Plans	60
	§6.17   Disclosure	60
	§6.18   Place of Business	60
	§6.19   Regulations T, U and X	61
	§6.20   Environmental Compliance	61
	§6.21   Subsidiaries; Organizational Structure	62
	§6.22   [Intentionally Omitted]	63
	§6.23   Property	63
	§6.24   Brokers	63
	§6.25   Other Debt	64
	§6.26   Solvency	64
	§6.27   No Bankruptcy Filing	64
	§6.28   No Fraudulent Intent	64
	§6.29   Transaction in Best Interests of Borrower; Consideration	64
	§6.30   Contribution Agreement	65
	§6.31   OFAC	65
	§6.32   Subject Properties	65
	§7.   AFFIRMATIVE COVENANTS.	65
	§7.1   Punctual Payment	65
	§7.2   Maintenance of Office	65
	§7.3   Records and Accounts	65
	§7.4   Financial Statements, Certificates and Information	66
	§7.5   Notices	67
	§7.6   Existence; Maintenance of Properties	69
	§7.7   Insurance	69
	§7.8   Taxes; Liens	70
	§7.9   Inspection of Properties and Books	70
	§7.10   Compliance with Laws, Contracts, Licenses, and Permits	70
	§7.11   Further Assurances	71
	§7.12   Limiting Agreements	71



 



    iii 


     

    

TABLE OF CONTENTS

(continued)


 



	 	Page

	§7.13   Business Operations	71
	§7.14   Distributions of Income to the Borrower	72
	§7.15   Plan Assets	72
	§7.16   Unencumbered Properties	72
	§8.   NEGATIVE COVENANTS.	74
	§8.1   Restrictions on Indebtedness	74
	§8.2   Restrictions on Liens, Etc	75
	§8.3   Restrictions on Investments	76
	§8.4   Merger, Consolidation	78
	§8.5   Sale and Leaseback	78
	§8.6   Compliance with Environmental Laws	79
	§8.7   Distributions	80
	§8.8   Asset Sales	81
	§8.9   Restriction on Prepayment of Indebtedness	81
	§8.10   Derivatives Contracts	81
	§8.11   Transactions with Affiliates	81
	§8.12   Equity Pledges	81
	§8.13   Maximum Tenant Concentration	82
	§8.14   Minimum Lease Term	82
	§8.15   Parent Restrictions	82
	§9.   FINANCIAL COVENANTS.	82
	§9.1   [Intentionally Omitted.]	82
	§9.2   Unencumbered Leverage Ratio	82
	§9.3   Minimum Unencumbered Debt Yield Ratio	82
	§9.4   Unencumbered Debt Service Coverage Ratio	82
	§9.5   Total Leverage Ratio	82
	§9.6   Consolidated EBITDA to Consolidated Fixed Charges	82
	§9.7   Minimum Consolidated Tangible Net Worth	83
	§9.8   Debt Yield Ratio	83
	§9.9   Variable Rate Debt	83



 



    iv 


     

    

TABLE OF CONTENTS

(continued)


 



	 	Page

	§9.10   Liquidity for Redemption of Series C Redeemable Stock..	83
	§10.   CLOSING CONDITIONS.	83
	§10.1   Loan Documents	83
	§10.2   Certified Copies of Organizational Documents	84
	§10.3   Resolutions	84
	§10.4   Incumbency Certificate; Authorized Signers	84
	§10.5   Opinion of Counsel	84
	§10.6   Payment of Fees	84
	§10.7   No Material Adverse Change	84
	§10.8   Performance; No Default	84
	§10.9   Representations and Warranties	84
	§10.10   Proceedings and Documents	85
	§10.11   Eligible Real Estate Qualification Documents	85
	§10.12   Compliance Certificate	85
	§10.13   Consents	85
	§10.14   Contribution Agreement	85
	§10.15   Intentionally Omitted.	85
	§10.16   Other...	85
	§11.   CONDITIONS TO ALL BORROWINGS.	85
	§11.1   Prior Conditions Satisfied	85
	§11.2   Representations True; No Default	85
	§11.3   Borrowing Documents	86
	§12.   EVENTS OF DEFAULT; ACCELERATION; ETC.	86
	§12.1   Events of Default and Acceleration	86
	§12.2   Certain Cure Periods; Limitation of Cure Periods	89
	§12.3   Termination of Commitments	90
	§12.4   Remedies	90
	§12.5   Distribution of Proceeds	91
	§12.6   Collateral Account	91
	§13.   SETOFF.	93



 



    v 


     

    

TABLE OF CONTENTS

(continued)


 



	 	Page

	§14.   THE AGENT.	93
	§14.1   Authorization	93
	§14.2   Employees and Agents	94
	§14.3   No Liability	94
	§14.4   No Representations	94
	§14.5   Payments	95
	§14.6   Holders of Notes	95
	§14.7   Indemnity	95
	§14.8   Agent as Lender	96
	§14.9   Resignation	96
	§14.10   Duties in the Case of Enforcement	96
	§14.11   Bankruptcy	97
	§14.12   Reliance by Agent	97
	§14.13   Approvals	97
	§14.14   Borrower Not Beneficiary	98
	§15.   EXPENSES.	98
	§16.   INDEMNIFICATION.	99
	§17.   SURVIVAL OF COVENANTS, ETC.	100
	§18.   ASSIGNMENT AND PARTICIPATION.	101
	§18.1   Conditions to Assignment by Lenders	101
	§18.2   Register	101
	§18.3   New Notes	102
	§18.4   Participations	102
	§18.5   Pledge by Lender	102
	§18.6   No Assignment by Borrower	102
	§18.7   Disclosure	103
	§18.8   Amendments to Loan Documents	103
	§18.9   Mandatory Assignment	104
	§18.10   Titled Agents	104
	§19.   NOTICES.	104



 



    vi 


     

    




TABLE OF CONTENTS

(continued)







 


	 	Page

	§20.   RELATIONSHIP.	106
	§21.   GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.	106
	§22.   HEADINGS.	106
	§23.   COUNTERPARTS.	107
	§24.   ENTIRE AGREEMENT, ETC.	107
	§25.   WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.	107
	§26.   DEALINGS WITH THE BORROWER.	107
	§27.   CONSENTS, AMENDMENTS, WAIVERS, ETC.	108
	§28.   SEVERABILITY.	109
	§29.   TIME OF THE ESSENCE.	109
	§30.   NO UNWRITTEN AGREEMENTS.	109
	§31.   REPLACEMENT NOTES.	109
	§32.   NO THIRD PARTIES BENEFITED.	109
	§33.   PATRIOT ACT.	110






    vii 


     

    

EXHIBITS AND SCHEDULES


 


	Exhibit A-1	 	FORM OF REVOLVING CREDIT
NOTE
	Exhibit A-2	 	FORM OF TERM LOAN NOTE
	Exhibit B	 	FORM OF JOINDER AGREEMENT
	Exhibit C	 	FORM OF REQUEST FOR LOAN
	Exhibit D	 	FORM OF LETTER OF CREDIT REQUEST
	Exhibit E	 	FORM OF UNENCUMBERED ASSET
CERTIFICATE
	Exhibit F	 	FORM OF COMPLIANCE CERTIFICATE
	Exhibit G	 	FORM OF ASSIGNMENT AND ACCEPTANCE
AGREEMENT
	Exhibit H	 	FORM OF LETTER OF CREDIT APPLICATION
	Exhibit I-1	 	FORM OF U.S.
TAX COMPLIANCE CERTIFICATE
	Exhibit I-2	 	FORM OF U.S.
TAX COMPLIANCE CERTIFICATE
	Exhibit I-3	 	FORM OF U.S.
TAX COMPLIANCE CERTIFICATE
	Exhibit I-4	 	FORM OF U.S.
TAX COMPLIANCE CERTIFICATE
	Schedule 1	 	LENDERS AND COMMITMENTS
	Schedule 1.2	 	SUBJECT PROPERTIES
	Schedule 6.3	 	LIST OF ALL ENCUMBRANCES
ON ASSETS
	Schedule 6.5	 	NO MATERIAL CHANGES
	Schedule 6.7	 	PENDING LITIGATION
	Schedule 6.15	 	CERTAIN TRANSACTIONS
	Schedule 6.20(b)	 	ENVIRONMENTAL NOTICES
AND ACTIONS
	Schedule 6.20(c)	 	ENVIRONMENTAL RELEASES
	Schedule 6.21	 	SUBSIDIARIES AND UNCONSOLIDATED
AFFILIATES
	Schedule
6.22	 	MONETARY DEFAULTS UNDER LEASES SET FORTH IN RENT ROLL
	Schedule 6.23	 	MANAGEMENT AGREEMENTS
	Schedule 6.25	 	MATERIAL LOAN AGREEMENTS



 


 



    viii 


     

    

FIRST AMENDED AND RESTATED CREDIT
AGREEMENT


 


THIS FIRST AMENDED
AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of the 5th day of October, 2015, by and
among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), GLADSTONE COMMERCIAL
CORPORATION, a Maryland corporation (“Parent”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the
other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that
may become parties hereto pursuant to §18 (together with KeyBank, the “Lenders”), KEYBANK NATIONAL ASSOCIATION,
as Agent for the Lenders (the ”Agent”), and KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book
Manager.


 


R E C I T A L S


 


WHEREAS, the
Borrower, KeyBank, individually and as administrative agent, and the other parties thereto have entered into that certain Credit
Agreement dated as of August 7, 2013, as amended by the First Amendment to Credit Agreement dated as of March 28, 2014, and the
Second Amendment to Credit Agreement dated as of November 20, 2014 (collectively, the “Original Credit Agreement”);
and


 


WHEREAS, Borrower
has requested that Agent and the Lenders make certain modifications to the Original Credit Agreement;


 


WHEREAS, the
Borrower, the Agent and the Lenders desire to amend and restate the Original Credit Agreement in its entirety;


 


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


 


§1.             
DEFINITIONS AND RULES OF INTERPRETATION.


 


§1.1         
Definitions. The following terms shall have the meanings set forth in this §l or elsewhere in the provisions
of this Agreement referred to below:


 


Additional Commitment
Request Notice. See §2.11(a).


 


Additional Guarantor.
Each additional Subsidiary of Borrower which becomes a Guarantor pursuant to §5.2.


 


Affected Lender.
See §4.15.


 


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


 



    

     

    




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


 


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


 


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


 


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


 


Agreement Regarding
Fees. See §4.2.


 


Applicable Margin.
On any date, the Applicable Margin set forth below based on the ratio of the Consolidated Total Indebtedness of Borrower to the
Consolidated Total Asset Value of Borrower:


 


	Pricing Level	Ratio	Revolving 

Credit 

LIBOR 

Rate Loans	Revolving 

Credit Base 

Rate Loans	Term 

LIBOR Rate 

Loans	Term Base 

Rate Loans
	Pricing Level 1	Less than or equal to 50%	2.00%	1.00%	1.95%	0.95%
	Pricing Level 2	Greater than 50% but less than or equal to 55%	2.25%	1.25%	2.20%	1.20%
	Pricing Level 3	Greater than 55% but less than or equal to 60%	2.50%	1.50%	2.45%	1.45%
	Pricing Level 4	Greater than 60%	2.75%	1.75%	2.70%	1.70%


 


The initial Applicable
Margin shall be at Pricing Level 3. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first
(1st) Business Day following the delivery by Parent to the Agent of the Compliance Certificate at the end of a calendar
quarter. In the event that Parent shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required
by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin
shall be at Pricing Level 4 until such failure is cured within any applicable cure period, in which event the Applicable Margin
shall adjust, if necessary, on the first (1st) Business Day following receipt of such Compliance Certificate.


 



    	2



     

    




In the event that the
Agent and Parent determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether
this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have
led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin
applied for such Applicable Period, then (i) Parent shall as soon as practicable deliver to the Agent the corrected financial
statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher
Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within five (5) Business Days
of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin
for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.


 


Arranger. KeyBanc
Capital Markets or any successor.


 


Assignment and Acceptance
Agreement. See §18.1.


 


Authorized Officer.
Any of the following Persons: David Gladstone, Robert Cutlip, Michael LiCalsi, Danielle Jones, Jay Beckhorn and such other Persons
as Borrower shall designate in a written notice to Agent.


 


Balance Sheet Date.
June 30, 2015.


 


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


 


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


 


Base Rate Loans.
Collectively, the Revolving Credit Base Rate Loans and the Term Base Rate Loans, bearing interest calculated by reference to the
Base Rate.


 


Borrower. As
defined in the preamble hereto.


 


Breakage Costs.
The cost to any Lender of re-employing funds bearing interest at LIBOR, actually incurred (or reasonably expected to be actually
incurred) in connection with (i) any payment of any portion of the Loans bearing interest at LIBOR prior to the termination
of any applicable Interest Period, (ii) the conversion of a LIBOR Rate Loan to any other applicable interest rate on a date
other than the last day of the relevant Interest Period, or (iii) the failure of Borrower to draw down, on the first day of
the applicable Interest Period, any amount as to which Borrower has elected a LIBOR Rate Loan.


 



    	3



     

    




Building. With
respect to each Subject Property or parcel of Real Estate, all of the buildings, structures and improvements now or hereafter located
thereon.


 


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


 


Calculation Period.
With respect to any calculation made, the four (4) fiscal quarters most recently ended.


 


Capitalization Rate.
Eight and one-half percent (8.50%); provided, however, for purposes of §8.5 Capitalization Rate shall mean nine
and one-half percent (9.50%).


 


Capitalized Lease.
A lease under which the discounted future rental payment obligations of the lessee or the obligor are required to be capitalized
on the balance sheet of such Person in accordance with GAAP.


 


Cash Equivalents.
As of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency
or instrumentality thereof having maturities of not more than one (1) year from such date, (ii) time deposits and certificates
of deposits having maturities of not more than one (1) year from such date and issued by any domestic commercial bank having, (A) senior
long term unsecured debt rated at least A or the equivalent thereof by S&P or A2 or the equivalent thereof by Moody’s
and (B) capital and surplus in excess of $100,000,000.00, (iii) commercial paper rated at least A-1 or the equivalent
thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120)
days from such date, and (iv) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P
or at least Aaa or the equivalent thereof by Moody’s.


 


CERCLA. See
§6.20.


 


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


 


(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 shareholder owning a five percent (5%) or greater interest in the Parent) 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 (such right, an “option right”), whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of forty nine percent (49%) of the common shares of Parent 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); or


 


(b)              
during any period of 12 consecutive months, a majority of the members of the board of directors of Parent cease to be composed
of individuals (i) who were members of that board on the first day of such period, (ii) whose election or nomination
to that board 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 (iii) whose election or nomination to that board 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


 



    	4



     

    




(c)               
Parent fails to own, directly or indirectly, at least fifty one percent (51%) of the economic, voting and beneficial interests
in Borrower and the Trust, shall fail to own such interests free of any lien, encumbrance or other adverse claim, or shall fail
to control the management and policies of the Trust; or


 


(d)              
The Trust shall fail to be the sole general partner of Borrower, shall fail to own such general partnership interest in
Borrower free of any lien, encumbrance or other adverse claim, or shall fail to control the management and policies of Borrower;
or


 


(e)               
Borrower fails to own directly or indirectly, free of any lien, encumbrance or other adverse claim (except those granted
in favor of Agent pursuant to the Loan Documents), at least one hundred percent (100%) of the economic, voting and beneficial interest
of each Subsidiary Guarantor.


 


Change in Law.
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.


 


Closing Date.
The date of this Agreement.


 


Code. The Internal
Revenue Code of 1986, as amended.


 


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


 


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


 


Commitment Increase.
An increase in the Revolving Credit Commitment and/or the Term Loan Commitment pursuant to §2.11.


 


Commitment Increase
Date. See §2.11(a).


 


Commitment Percentage.
With respect to each Lender, the percentage set forth on Schedule 1 hereto as such Lender’s percentage of the
Total Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided
that if any of the Commitments of the Lenders have been terminated as provided in this Agreement, then the Commitment of each Lender
shall be determined based on the Commitment Percentage of such Lender immediately prior to such termination and after giving effect
to any subsequent assignments made pursuant to the terms hereof.


 



    	5



     

    




Compliance Certificate.
See §7.4(c).


 


Consolidated.
With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on
a consolidated basis in accordance with GAAP.


 


Consolidated EBITDA.
For any period, an amount equal to the EBITDA of Borrower and its Subsidiaries for such period determined on a Consolidated basis.


 


Consolidated Fixed
Charges. For any period, the sum of (a) Consolidated Interest Expense for such period, plus (b) all regularly
scheduled principal payments made with respect to Indebtedness of Parent and its Subsidiaries during such period, other than any
balloon, bullet or similar principal payment which repays such Indebtedness in full, plus (c) all Preferred Distributions
for such period. Such Person’s Equity Percentage in the Fixed Charges of its Unconsolidated Affiliates shall be included
in the determination of Fixed Charges. Consolidated Fixed Charges shall not include dividends paid or payable on account of any
common stock issued by Parent or the Borrower, including any Senior Common Stock.


 


Consolidated Interest
Expense. For any period, without duplication, (a) total Interest Expense of Parent and its Subsidiaries determined on
a Consolidated basis for such period, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated
Affiliates for such period.


 


Consolidated Net
Operating Income. For any Real Estate and for a given period, an amount equal to the sum of (a) the rents and other revenues
for such Real Estate for such period received in the ordinary course of business (excluding pre-paid rents and revenues and security
deposits except to the extent applied in satisfaction of tenants’ obligations for rent) minus (b) all expenses
incurred and related to the ownership, operation or maintenance of such Real Estate for such period, but specifically excluding
general overhead expenses of the Borrower and its Subsidiaries, any property management fees, debt service charges, income taxes,
depreciation, amortization and other non-cash expenses, minus (c) the greater of (i) actual property management
expenses of such Real Estate or (ii) an amount equal to two percent (2.0%) of the gross revenues from such Real Estate. Consolidated
Net Operating Income shall be adjusted to remove any impact from straight-line rent leveling adjustments (in excess of ten percent
(10%) of rental income as reported on the GAAP operating statement) required under GAAP.


 


Consolidated Tangible
Net Worth. As of any date of determination, the amount by which Consolidated Total Asset Value exceeds Consolidated Total Indebtedness.


 


Consolidated Total
Asset Value. On a Consolidated basis for the Parent and its Subsidiaries, Consolidated Total Asset Value shall mean the sum
(without duplication) of:


 



    	6



     

    




(a)               
(x) the Consolidated Net Operating Income for the Calculation Period of all Real Estate owned by Parent, the Borrower
or any of their respective Subsidiaries for four (4) full fiscal quarters or more (other than Consolidated Net Operating Income
from any Real Estate whose inclusion in the calculation of Consolidated Total Asset Value was pursuant to clauses (d) and
(e) of this definition) annualized, as applicable, with the product thereof being divided by (y) the Capitalization
Rate; plus


 


(b)              
the book value determined in accordance with GAAP of all Real Estate (other than the Subject Properties) owned by Parent,
the Borrower or any of their respective Subsidiaries for less than four (4) full fiscal quarters; plus


 


(c)               
the book value determined in accordance with GAAP of all Mortgage Receivables, Second Lien Mortgage Receivables and Mezzanine
Loans owned by Parent, the Borrower or any of their respective Subsidiaries; plus


 


(d)              
the book value determined in accordance with GAAP of all Development Properties owned by Parent, the Borrower or any of
their respective Subsidiaries; plus


 


(e)               
the book value determined in accordance with GAAP of all Unimproved Land owned by Parent, the Borrower or any of their respective
Subsidiaries; plus


 


(f)               
the aggregate amount of all Unrestricted Cash and Cash Equivalents of Parent, the Borrower and their respective Subsidiaries
as of the date of determination; plus


 


(g)              
with respect to any Real Estate owned by an Unconsolidated Affiliate of the Borrower for (x) less than four (4) full
fiscal quarters or (y) consisting of Development Properties or Unimproved Land, an amount equal to Borrower’s Equity Percentage
in such Unconsolidated Affiliate multiplied by the book value determined in accordance with GAAP of all Real Estate;
plus 


 


(h)              
with respect to any Real Estate owned by an Unconsolidated Affiliate of the Borrower for four (4) full fiscal quarters
or more (except for any Real Estate owned by an Unconsolidated Affiliate of the Borrower which is a Development Property or is
Unimproved Land whose inclusion in the calculation of Consolidated Total Asset Value was pursuant to clause (g) above), (x) the
Consolidated Net Operating Income for the Calculation Period of such Real Estate annualized, as applicable, multiplied by
(y) an amount equal to Borrower’s Equity Percentage in such Unconsolidated Affiliate, with the product thereof being divided
by (z) the Capitalization Rate; plus


 


(i)                
with respect to any Mortgage Receivable, Second Lien Mortgage Receivable or Mezzanine Loan owned by an Unconsolidated Affiliate
of Borrower, Borrower’s Equity Percentage in such Unconsolidated Affiliate multiplied by the book value determined
in accordance with GAAP of all such Mortgage Receivables, Second Lien Mortgage Receivables and Mezzanine Loans.


 


Consolidated Total Asset Value will be
adjusted, as appropriate, for acquisitions, dispositions and other changes to the portfolio during the calendar quarter most recently
ended prior to a date of determination.


 



    	7



     

    




Consolidated Total
Indebtedness. All indebtedness of Parent and its Subsidiaries determined on a Consolidated basis and all Indebtedness of Parent
and its Subsidiaries determined on a Consolidated basis, whether or not so classified. Consolidated Total Indebtedness shall not
include Trust Preferred Equity or Mandatorily Redeemable Stock. Consolidated Total Indebtedness shall include (without duplication),
such Person’s Equity Percentage of the foregoing of its Unconsolidated Affiliates.


 


Consolidated Total
Unsecured Debt. On any date of determination, all Unsecured Debt of Parent and its Subsidiaries determined on a Consolidated
basis and shall include (without duplication) such Person’s Equity Percentage of the Unsecured Debt of its Unconsolidated
Affiliates.


 


Construction in
Progress. On a consolidated basis for Borrower and its Subsidiaries, the sum of all cash expenditures for land and improvements
(including indirect costs internally allocated and development costs) in accordance with GAAP on properties that are under construction
or with respect to which construction is reasonably scheduled to commence within twelve (12) months of the relevant determination.
For the purposes of calculating Construction in Progress of Borrower and its Subsidiaries with respect to properties under construction
of Unconsolidated Affiliates, the Construction in Progress of Borrower and its Subsidiaries shall be the lesser of (a) the
Investment of Borrower or its Subsidiary in the applicable Unconsolidated Affiliate or (b) the Borrower’s or such Subsidiary’s
pro rata share (based upon the Equity Percentage of such Person in such Unconsolidated Affiliate) of such Unconsolidated Affiliate’s
Construction in Progress.


 


Contribution Agreement.
That certain First Amended and Restated Contribution Agreement dated of even date herewith among the Borrower, the Guarantors and
each Additional Guarantor which may hereafter become a party thereto, as the same may be modified, amended or ratified from time
to time.


 


Conversion/Continuation
Request. A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with §4.1.


 


Debt Yield Ratio.
As of the date of any determination, the ratio (expressed as a percentage) of (a) Consolidated EBITDA for the Calculation
Period, annualized as applicable, to (b) Consolidated Total Indebtedness. For purposes of the calculation of Debt Yield Ratio,
when calculating Consolidated EBITDA for any Real Estate not owned and operated by a Subsidiary for a full Calculation Period,
the Consolidated EBITDA attributable to such Real Estate shall be calculated using the sum of (i) the actual historical results
for the period that the Real Estate was owned and operated by the Subsidiary plus (ii) the proforma results, as reasonably
approved by the Agent, for the future period necessary to achieve a full Calculation Period number.


 


Default. See
§12.1.


 


Default Rate.
See §4.12.


 



    	8



     

    




Defaulting Lender.
Any Lender that, as reasonably determined by the Agent, (a) has failed to perform any of its funding obligations hereunder,
including in respect of its Loans or participations in respect of Letters of Credit, within two (2) Business Days of the date
required to be funded by it hereunder and such failure is continuing, unless such failure arises out of such Lender’s good
faith determination that a condition precedent to funding (specifically identified) has not been satisfied, (b) (i) has
notified the Borrower or the Agent that it does not intend to comply with its funding obligations hereunder or (ii) has made
a public statement to that effect with respect to its funding obligations under other agreements generally in which it commits
to extend credit, unless with respect to this clause (b), such failure arises from such Lender’s good faith determination
that a condition precedent to funding (specifically identified) has not been satisfied, (c) has failed, within two (2) Business
Days after request by the Agent, to confirm in a manner reasonably satisfactory to the Agent and Borrower that it will comply with
its funding obligations; provided that, notwithstanding the provisions of §2.13, such Lender shall cease to be a Defaulting
Lender upon the Agent’s receipt of confirmation that such Defaulting Lender will comply with its funding obligations, or
(d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy,
insolvency, reorganization, liquidation, conservatorship, assignment for the benefit of creditors, moratorium, receivership, rearrangement
or similar debtor relief law of the United States or other applicable jurisdictions from time to time in effect, including any
law for the appointment of the Federal Deposit Insurance Corporation or any other state or federal regulatory authority as receiver,
conservator, trustee, administrator or any similar capacity, (ii) had a receiver, conservator, trustee, administrator, assignee
for the benefit of creditors or similar Person, including the Federal Deposit Insurance Corporation or any other state or federal
regulatory authority acting in such capacity, charged with reorganization or liquidation of its business or a custodian appointed
for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such
proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority
so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts of the
United States or from the enforcement of judgments or writs of attachment of its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Person. Any determination by
the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive
and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to §2.13(g)) upon delivery
of written notice of such determination to the Borrower and each Lender.


 


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


 



    	9



     

    




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


 


Distribution.
Any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of Parent, the Borrower, or
any of their respective Subsidiaries now or hereafter outstanding, except a dividend payable solely in Equity Interests of identical
class to the holders of that class; (b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any Equity Interest of Parent, the Borrower or any of their respective Subsidiaries
now or hereafter outstanding; and (c) payment made to retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire any Equity Interests of Parent, the Borrower, or any of their respective Subsidiaries now or hereafter
outstanding.


 


Dollars or $.
Dollars in lawful currency of the United States of America.


 


Domestic Lending
Office. Initially, the office of each Lender designated as such on Schedule 1 hereto; thereafter, such other office
of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans.


 


Drawdown Date.
The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Revolving Credit
Maturity Date or the Term Loan Maturity Date, as applicable, is converted in accordance with §4.1.


 


EBITDA. With
respect to a Person for any period (without duplication): (a) net income (or loss) of such Person for such period determined
on a consolidated basis in accordance with GAAP, exclusive of the following (but only to the extent included in the determination
of such net income (loss)): (i) depreciation and amortization expense; (ii) interest expense; (iii) income tax expense;
(iv) gains and losses on the sale of assets and other extraordinary or non-recurring gains and losses; (v) subordinated
management fees; (vi) distributions to minority owners; and (viii) one-time non-recurring items; plus (b) such Person’s
pro rata share of EBITDA determined in accordance with clause (a) above of its Unconsolidated Affiliates. EBITDA shall
be adjusted to remove any impact from (A) straight line rent leveling adjustments (in excess of ten percent (10%) of rental
income as reported on the GAAP operating statement) required under GAAP and (B) non-cash compensation expenses (to the extent
such adjustments would otherwise have been included in the determination of EBITDA). For purposes of this definition, nonrecurring
items shall be deemed to include (w) transaction costs incurred in connection herewith, (x) gains and losses on early
extinguishment of Indebtedness, (y) non-cash severance and other non-cash restructuring charges and (z) transaction costs
of acquisitions required to be expensed under FASB ASC 805 which are not permitted to be capitalized pursuant to GAAP. Notwithstanding
the foregoing, to the extent any nonrecurring items are included in the calculation of EBITDA, such non-recurring income and expense
shall not be annualized for purposes of calculating Consolidated EBITDA.


 



    	10



     

    




Eligible Real Estate.
Real Estate:


 


(a)               
which is wholly-owned in fee (or leased under a ground lease acceptable to the Agent in its reasonable discretion) by a
Subsidiary Guarantor;


 


(b)              
which is located within the contiguous 48 States of the continental United States or the District of Columbia;


 


(c)               which
is improved by an income-producing office, industrial, manufacturing, retail, distribution, medical/healthcare, data center or
flex property, which contains improvements that are in operating condition and available for occupancy, and with respect to which
valid certificates of occupancy or the equivalent for all buildings thereon have been issued and are in full force and effect;


 


(d)              
as to which all of the representations set forth in §6 of this Agreement concerning the Subject Property are true and
correct;


 


(e)               as
to which the Agent and the Required Lenders, as applicable, have received and approved all Eligible Real Estate Qualification
Documents, or will receive and approve them prior to inclusion of such Eligible Real Estate in the calculation of the Unencumbered
Asset Value; and


 


(f)               
which is in compliance with and would not cause a Default under the provisions of §7.16.


 


Eligible Real Estate
Qualification Documents. See §7.16.


 


Eligible Tenant.
A tenant in Eligible Real Estate that satisfies each of the following requirements at all times: (i) such tenant is not a
natural person and is a legal operating entity, duly organized and validly existing under the laws of its jurisdiction of organization;
(ii) such tenant is not the subject of any Insolvency Event; (iii) no default, event of default or event which with the
giving of notice or the expiration of time would constitute a default or event of default has occurred and is continuing with respect
to any other lease relating to a property included in the calculation of the Unencumbered Asset Value to which such tenant is a
party; and (iv) such tenant is in compliance with the material terms and conditions of such lease.


 


Employee Benefit
Plan. Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by either of the
Borrower or any ERISA Affiliate, other than a Multiemployer Plan.


 


Environmental Laws.
See §6.20(a).


 



    	11



     

    




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


 


Equity Offering.
The issuance and sale after the Closing Date by Parent, the Borrower or any Subsidiary of Borrower of any equity securities of
such Person.


 


Equity Percentage.
The aggregate ownership percentage of the Borrower, the Guarantors or their respective Subsidiaries in each Unconsolidated Affiliate.


 


ERISA. The Employee
Retirement Income Security Act of 1974, as amended and in effect from time to time.


 


ERISA Affiliate.
Any Person which is treated as a single employer with the Borrower, the Guarantors or their respective Subsidiaries under §414
of the Code.


 


ERISA Reportable
Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been waived.


 


Event of Default.
See §12.1.


 


Excluded Subsidiary.
Any Person which is as of the date of this Agreement, or becomes after the date of this Agreement, a Subsidiary of Parent which
is prohibited from guaranteeing the Indebtedness of any other Person pursuant to (a) any document, instrument or agreement evidencing
Secured Debt permitted by this Agreement or (b) a provision of such Subsidiary’s organizational documents, as a condition
to the extension of such Secured Debt.


 


Excluded Taxes.
Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office
or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes
imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than
pursuant to an assignment request by the Borrower under §18.9) or (ii) such Lender changes its lending office, except
in each case to the extent that, pursuant to §4.4(b), amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office,
(c) Taxes attributable to such Recipient’s failure to comply with §4.4(c) or (d), and (d) any U.S. United
States federal withholding Taxes imposed under FATCA.


 



    	12



     

    




Extension Request.
See §2.12(a).


 


FASB. The Financial
Accounting Standards Board of the Financial Accounting Foundation.


 


FASB ASC 805.
Topic 805 of FASB’s Accounting Standards Codification, as issued by FASB in December of 2010, and becoming effective
with respect to business combinations for which the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008 (previously codified as Financial Accounting Standard 141 (revised), as issued by
FASB in December of 2007, and becoming effective January 1, 2009).


 


FATCA. Sections 1471
through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any
agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


Federal Funds Effective
Rate. For any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of 1%)) announced
by the Federal Reserve Bank of New York on such day as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank
in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal
Funds Effective Rate.”


 


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


 


Funds from Operations.
With respect to any Person for any period, an amount equal to the Net Income (or Loss) of such Person for such period, computed
in accordance with GAAP, excluding gains (or losses) from extraordinary items or non-recurring gains or losses (but including gains
or losses on sales of Real Estate in the ordinary course of business, e.g. build to suits), plus real estate depreciation and amortization,
and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint
ventures will be recalculated to reflect funds from operations on the same basis. “Funds from Operations” shall be
adjusted to remove any impact of the expensing of acquisition costs pursuant to FASB ASC 805, including, without limitation, (i) the
addition to Net Income of costs and expenses related to ongoing consummated acquisition transactions during such period; and (ii) the
subtraction from Net Income of costs and expenses related to acquisition transactions terminated during such period.


 



    	13



     

    




GAAP. Principles
that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors,
as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same
principles; provided that a certified public accountant would, insofar as the use of such accounting principles is pertinent,
be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting
principles) as to financial statements in which such principles have been properly applied.


 


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


 


Guaranteed Pension
Plan. Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the
Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to
Title IV of ERISA, other than a Multiemployer Plan.


 


Guarantors.
Collectively, Parent and all Subsidiary Guarantors, and individually any one of them.


 


Guaranty. The
First Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith made by Parent, and the
Subsidiary Guarantors in favor of the Agent and the Lenders, as the same may be modified, amended or ratified.


 


Hazardous Substances.
See §6.20(b).


 


Implied Debt Service.
On any date of determination, an amount equal to the annual principal and interest payment sufficient to amortize in full during
a thirty (30) year period, a loan in an amount equal to the sum of the aggregate principal balance of Loans and Letters of Credit
Liabilities as of such date, calculated using an interest rate equal to the greater of (a) two and one quarter percent (2.25%)
plus the then current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the
date of determination as determined by the Agent and (b) seven percent (7.0%).


 


Increase Notice.
See §2.11(a).


 



    	14



     

    




Indebtedness.
With respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations
of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more
than ninety (90) 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 and are due more than three (3) months from the date of incurrence of
the obligation in respect thereof or evidenced by a note or similar instrument; (c) obligation 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, takeout commitment or forward equity commitment and net obligations
of such Person in respect of any repurchase obligation; (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 obligations
of such Person to redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by
such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends; (i) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such
Person (except for guaranties of Non-recourse Exclusions, other 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 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; (j) 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 (k) 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.


 


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


 


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


 



    	15



     

    




Insolvency Laws.
The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights
of creditors generally.


 


Interest Expense.
For any period, without duplication, (a) total interest expense incurred (both expensed and capitalized) of the Borrower,
the Guarantors and their respective Subsidiaries on funded debt, including the portion of rents payable under a Capitalized Lease
allocable to interest expense in accordance with GAAP (but excluding capitalized interest funded under a construction loan interest
reserve account), determined on a consolidated basis in accordance with GAAP for such period, plus (b) the Borrower’s,
the Guarantors’ and their respective Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates
for such period. Interest Expense shall not include Preferred Distributions or interest on Trust Preferred Equity.


 


Interest Payment
Date. As to each Base Rate Loan and each LIBOR Rate Loan, the first (1st) day of each calendar month during the
term of such Loan.


 


Interest Period.
With respect to each LIBOR Rate Loan (a) initially, the period commencing on the Drawdown Date of such LIBOR Rate Loan and
ending one, two or three months thereafter, and (b) thereafter, each period commencing on the day following the last day of
the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as
selected by the Borrower in a Loan Request or Conversion/Continuation Request; provided that all of the foregoing provisions
relating to Interest Periods are subject to the following:


 


(i)                
if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day,
such Interest Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs
in the next calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day, as determined
conclusively (absent manifest error) by the Agent in accordance with the then current bank practice in London;


 


(ii)              
if the Borrower shall fail to give notice as provided in §4.1, the Borrower shall be deemed to have requested a continuation
of the affected LIBOR Rate Loan as a LIBOR Rate Loan for the same Interest Period (unless such Interest Period shall be greater
than the time remaining until the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, in which case the Interest
Period shall be the Interest Period closest to the time remaining, without exceeding the time to the Revolving Credit Maturity
Date or Term Loan Maturity Date, as applicable) at the end of the applicable Interest Period);


 



    	16



     

    




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


 


(iv)            
no Interest Period relating to any Revolving Credit LIBOR Rate Loan shall extend beyond the Revolving Credit Maturity Date,
and no Interest Period relating to any Term LIBOR Rate Loan shall extend beyond the Term Loan Maturity Date.


 


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


 


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


 


Joinder Agreement.
The Joinder Agreement with respect to the Guaranty and the Contribution Agreement to be executed and delivered pursuant to §5.2
by any Additional Guarantor, such Joinder Agreement to be substantially in the form of Exhibit B hereto.


 


KeyBank. As
defined in the preamble hereto.


 


Land Assets.
Land with respect to which the commencement of grading, construction of improvements (other than improvements that are not material
and are temporary in nature) or infrastructure has not yet commenced and for which no such work is reasonably scheduled to commence
within the following twelve (12) months.


 


Leases. Leases,
licenses and agreements, whether written or oral, relating to the use or occupation of space in any Building or of any Real Estate.


 


Lenders. KeyBank,
the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender
pursuant to §18 (but not including any participant as described in §18).


 



    	17



     

    




Letter of Credit.
Any standby letter of credit issued at the request of the Borrower and for the account of the Borrower in accordance with §2.10.


 


Letter of Credit
Liabilities. At any time and in respect of any Letter of Credit, the sum of (a) the maximum face amount of such Letter
of Credit plus (b) the aggregate unpaid principal amount of all drawings made under such Letter of Credit which have not been
repaid (including repayment by a Revolving Credit Loan). For purposes of this Agreement, a Revolving Credit Lender (other than
the Revolving Credit Lender acting as the Issuing Lender) shall be deemed to hold a Letter of Credit Liability in an amount equal
to its participation interest in the related Letter of Credit under §2.10, and the Revolving Credit Lender acting as the Issuing
Lender shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related Letter of
Credit after giving effect to the acquisition by the Revolving Credit Lenders other than the Revolving Credit Lender acting as
the Issuing Lender of their participation interests under such Section.


 


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


 


LIBOR. For any
LIBOR Rate Loan for any Interest Period, the average rate as shown in Reuters Screen LIBOR01 Page (or any successor service, or
if such Person no longer reports such rate as determined by Agent, by another commercially available source providing such quotations
approved by Agent) at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately
11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with
a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such Interest
Period relates, adjusted for reserves and taxes if required by future regulations. If such service or such other Person approved
by Agent described above no longer reports such rate and such rate is not otherwise ascertainable by adequate and reasonable methods
or Agent determines in good faith that the rate so reported no longer accurately and fairly reflects the cost to Agent of making
or maintaining LIBOR Rate Loans, Loans shall accrue interest at the Base Rate plus the Applicable Margin for such Loan.
For any period during which a Reserve Percentage shall apply, LIBOR with respect to LIBOR Rate Loans shall be equal to the amount
determined above divided by an amount equal to 1 minus the Reserve Percentage.


 


LIBOR Business Day.
Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London, England.


 


LIBOR Lending Office.
Initially, the office of each Lender designated as such on Schedule 1 hereto; thereafter, such other office of such
Lender, if any, that shall be making or maintaining LIBOR Rate Loans.


 


LIBOR Rate Loans.
Collectively, the Revolving Credit LIBOR Rate Loans and the Term LIBOR Rate Loans bearing interest calculated by reference to LIBOR.


 


Lien. See §8.2.


 


Loan Documents.
This Agreement, the Notes, the Guaranty, the Letter of Credit Requests, the Joinder Agreements, the Agreement Regarding Fees and
all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower or any Guarantor
in connection with the Loans.


 



    	18



     

    




Loan and Loans.
An individual loan or the aggregate loans (including a Revolving Credit Loan (or Revolving Credit Loans) and a Term Loan (or Term
Loans)), as the case may be, in the maximum principal amount of the Total Commitment (subject to increase as provided in §2.11)
to be made by the Lenders hereunder as more particularly described in §2. All Loans shall be made in Dollars. Amounts drawn
under a Letter of Credit shall also be considered Revolving Credit Loans as provided in §2.10(f).


 


Loan Request.
See §2.7.


 


Management Agreements.
Agreements, whether written or oral, providing for the property management of the Subject Properties or any of them. The term “Management
Agreements” shall specifically exclude any agreements of Gladstone Management Corporation (“GMC”), Gladstone
Administration, LLC (“GA”) and Gladstone Securities, LLC (“GS”), including without limitation, the Second
Amended and Restated Investment Advisory Agreement, dated July 24, 2015, by and between Parent and GMC, the Administration Agreement,
dated January 1, 2007, by and between Parent and GA, and the Engagement Letter, executed June 18, 2013 and effective June
10, 2013, between Parent and GS.


 


Mandatorily Redeemable
Stock. With respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the
terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event
or otherwise (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity
Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests), (b) is convertible
into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of
the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange for common stock
or other equivalent common Equity Interests).


 


Material Adverse
Effect. A material adverse effect on (a) the business, properties, assets, financial condition or results of operations
of Parent, the Borrower and their respective Subsidiaries, taken as a whole; (b) the ability of Borrower or any Guarantor
to perform any of its obligations under the Loan Documents; (c) the validity or enforceability of any of the Loan Documents;
or (d) the rights or remedies of Agent or the Lenders under the Loan Documents.


 


Maturity Date.
Either the Revolving Credit Maturity Date or the Term Loan Maturity Date, as the context may require.


 


Mezzanine Loan.
A loan that is secured by a first priority pledge of the equity interests in a special purpose, bankruptcy remote person or other
entity which owns, directly or through one or more special purpose, bankruptcy remote entities or other entity, one or more income-producing
office, industrial, manufacturing, retail, distribution, medical/healthcare, data center or flex properties which is being paid
on a current basis to the extent due and payable and performing in accordance with its terms, which properties are subject to Mortgage
Receivable.


 


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


 



    	19



     

    




Mortgage Receivable.
A mortgage loan on one or more income-producing office, industrial, manufacturing, retail, distribution, medical/healthcare, data
center or flex properties which is being paid on a current basis and performing in accordance with its terms, which Mortgage Receivable
includes, without limitation, the indebtedness evidenced by a note and secured by a related first mortgage.


 


Multiemployer Plan.
Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate.


 


Net Income (or Loss).
With respect to any Person (or any asset of any Person) for any period, the net income (or loss) of such Person (or attributable
to such asset), determined in accordance with GAAP.


 


Net Offering Proceeds.
The gross cash proceeds received by Parent, the Borrower or any of its Subsidiaries as a result of an Equity Offering after the
date of this Agreement less the customary and reasonable costs, expenses and discounts paid by Parent, Borrower or such
Subsidiary in connection therewith.


 


Net Rentable Area.
With respect to (a) any Real Estate other than a data center property, the floor area of any buildings, structures or other
improvements available for leasing to tenants and (b) any Real Estate that is a data center property, the megawatts of critical
load power available for use by tenants, in each case determined in accordance with the Rent Roll for such Real Estate, the manner
of such determination to be reasonably consistent for all Real Estate of the same type unless otherwise approved by the Agent.


 


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


 


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


 


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


 



    	20



     

    




Notes. Collectively,
the Revolving Credit Notes and the Term Loan Notes.


 


Notice. See
§19.


 


Obligations.
All indebtedness, obligations and liabilities of the Borrower or any Guarantor to any of the Lenders or the Agent, individually
or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans, the Notes or the Letters
of Credit, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or
arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.


 


OFAC. Office
of Foreign Asset Control of the Department of the Treasury of the United States of America.


 


Off-Balance Sheet
Obligations. Liabilities and obligations of Parent, the Borrower, any Subsidiary or any other Person in respect of “off-balance
sheet arrangements” (as defined in the SEC Off-Balance Sheet Rules) which Parent would be required to disclose in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” section of Parent’s report on Form 10-Q
or Form 10-K (or their equivalents) which Parent is required to file with the SEC (or any Governmental Authority substituted therefore).
As used in this definition, the term “SEC Off-Balance Sheet Rules” means the Disclosure in Management’s Discussion
and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003)
(codified at 17 CFR pts. 228, 229 and 249).


 


Original Credit
Agreement. As defined in the Recitals.


 


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


 


Other Taxes.
All present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to §4.15 or §18.9).


 


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


 



    	21



     

    




Parent. As defined
in the preamble hereto.


 


Patriot Act.
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
as the same may be amended from time to time, and corresponding provisions of future laws.


 


PBGC. The Pension
Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.


 


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


 


Person. Any
individual, corporation, limited liability company, partnership, trust, unincorporated association, business, or other legal entity,
and any government or any governmental agency or political subdivision thereof.


 


Plan Assets.
Assets of any employee benefit plan subject to Part 4, Subtitle A, Title I of ERISA.


 


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


 


Preferred Securities.
With respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over any other Equity
Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation, or both. Preferred Securities
shall include any Trust Preferred Equity but shall exclude any Senior Common Stock.


 


Pricing Level.
Such term shall have the meaning established within the definition of Applicable Margin.


 


Real Estate.
All real property at any time owned or leased (as lessee or sublessee) by the Borrower, any Guarantor or any of their respective
Subsidiaries, including, without limitation, the Subject Properties.


 


Recipient. The
Agent, any Lender and the Issuing Lender, as applicable.


 


Record. The
grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained
by the Agent with respect to any Loan referred to in such Note.


 


Recourse Indebtedness.
As of any date of determination, any Indebtedness (whether secured or unsecured) which is recourse to Borrower or Parent. Recourse
Indebtedness shall not include Non-Recourse Indebtedness.


 



    	22



     

    




Register. See
§18.2.


 


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


 


Release. See
§6.20(c)(iv).


 


Rent Roll. A
report prepared by the Borrower showing for each Subject Property owned or leased by Borrower or a Subsidiary Guarantor, its occupancy,
lease expiration dates, lease rent and other information as presented to Agent prior to the date hereof and updated by Borrower
from time to time.


 


Required Lenders.
As of any date, the Lender or Lenders whose aggregate Commitment Percentage is equal to or greater than sixty-six and 7/10 percent
(66.7%) of the Total Commitment; provided that in determining said percentage at any given time, all then existing Defaulting
Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes
only to exclude the Commitment Percentages of such Defaulting Lenders.


 


Required Revolving
Credit Lenders. As of any date, any Revolving Credit Lender or Revolving Credit Lenders whose aggregate Revolving Credit Commitment
Percentage is greater than sixty-six and 7/10 percent (66.7%) of the Total Revolving Credit Commitment; provided that in
determining said percentage at any given time, all the existing Revolving Credit Lenders that are Defaulting Lenders will be disregarded
and excluded and the Revolving Credit Commitment Percentages of the Revolving Credit Lenders shall be redetermined for voting purposes
only to exclude the Revolving Credit Commitment Percentages of such Defaulting Lenders.


 


Reserve Percentage.
For any Interest Period, that percentage which is specified three (3) Business Days before the first day of such Interest
Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental
authority with jurisdiction over Agent or any Lender for determining the maximum reserve requirement (including, but not limited
to, any marginal reserve requirement) for Agent or any Lender with respect to liabilities constituting or including (among other
liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such Interest Period and with
a maturity equal to such Interest Period.


 


Revolving Credit
Base Rate Loans. Revolving Credit Loans bearing interest calculated by reference to the Base Rate.


 


Revolving Credit
Commitment. With respect to each Revolving Credit Lender, the amount set forth on Schedule 1.1 hereto as the amount of such
Revolving Credit Lender’s Revolving Credit Commitment to make or maintain Revolving Credit Loans to the Borrower and to participate
in Letters of Credit for the account of the Borrower, as the same may be changed from time to time in accordance with the terms
of this Agreement.


 



    	23



     

    




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


 


Revolving Credit
Lenders. Collectively, the Lenders which have a Revolving Credit Commitment, the initial Revolving Credit Lenders being identified
on Schedule 1.1 hereto.


 


Revolving Credit
LIBOR Rate Loans. Revolving Credit Loans bearing interest calculated by reference to LIBOR.


 


Revolving Credit
Loan and Revolving Credit Loans. An individual Revolving Credit Loan or the aggregate Revolving Credit Loans, as the case may
be, in the maximum principal amount of the Total Revolving Credit Commitment to be made by the Revolving Lenders hereunder as more
particularly described in §2.1. Without limiting the foregoing, Revolving Credit Loans shall also include Revolving Credit
Loans made pursuant to §2.10(f).


 


Revolving Credit
Maturity Date. August 7, 2018, as such date may be extended as provided in §2.12, or such earlier date on which the Revolving
Credit Loans shall become due and payable pursuant to the terms hereof.


 


Revolving Credit
Note or Notes. See §2.1(b).


 


Sale/Leaseback.
See §8.5.


 


Sale/Leaseback Amount.
See §8.5.


 


SEC. The federal
Securities and Exchange Commission.


 


Second Lien Mortgage
Receivables. A mortgage loan on one or more income-producing office, industrial, manufacturing, retail, distribution, medical/healthcare,
data center or flex properties which is being paid on a current basis to the extent due and payable and performing in accordance
with its terms, which Second Lien Mortgage Receivable includes, without limitation, the indebtedness evidenced by a note and secured
by a related second mortgage.


 


Secured Debt.
With respect to any Person as of any date of determination, the aggregate principal amount of all Indebtedness of such Person on
a Consolidated basis outstanding at such date and that is secured in any manner by any Lien, and in the case of the Borrower, shall
include (without duplication), the Borrower’s Equity Percentage of the Secured Debt of its Unconsolidated Affiliates. Notwithstanding
the foregoing, the Obligations shall not be deemed Secured Debt.


 


Senior Common Stock.
The common equity of the Parent either issued through a Regulation D offering or registered with the SEC but not traded on an exchange.
Senior Common Stock and its dividends shall be treated as common stock for purposes of all compliance calculations.


 



    	24



     

    




Series C Redeemable
Stock. See §9.10.


 


Series C Stock Repayment
Period. See §9.10.


 


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


 


S&P. Standard &
Poor’s Ratings Group.


 


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


 


Subject Property
or Subject Properties. The Eligible Real Estate owned or leased pursuant to a ground lease reasonably approved by the Agent
by a Subsidiary Guarantor which is included in the calculation of the Unencumbered Asset Value.


 


Subsidiary.
For any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities
or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions of such corporation, partnership, limited liability company or other entity (without
regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or
more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the
accounts of which are consolidated with those of such Person pursuant to GAAP.


 


Subsidiary Guarantors.
AL13 Brookwood LLC, CMS06-3 LLC, EI07 Tewksbury MA LLC, RB08 Concord OH LLC, RCOG07 Georgia LLC, APML07 Hialeah FL LLC, OH14 Columbus
LLC, CO14 Aurora LLC, CO14 Denver LLC, AL15 Birmingham LLC, YCC06 South Hadley MA LLC and 260 Springside Drive, Akron OH LLC, each
a Delaware limited liability company, and any Additional Guarantor that (a) is the direct or indirect owner (other than Parent
and Borrower) of a Subject Property, and (b) is not an Excluded Subsidiary.


 


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


 


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


 


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


 


Term Loan and Term
Loans. An individual Term Loan or the aggregate Term Loans, as the case may be, in the maximum principal amount of the Total
Term Loan Commitment made by the Term Loan Lenders hereunder.


 



    	25



     

    




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


 


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


 


Term Loan Lenders.
Collectively, the Lenders that have a Term Loan Commitment, the initial Term Loan Lenders being identified on Schedule 1.1 hereto.


 


Term Loan Maturity
Date. October 5, 2020, or such earlier date on which the Term Loans shall become due and payable pursuant to the terms hereof.


 


Term Loan Note or
Notes. See §2.2.


 


Total Commitment.
The sum of the Commitments of the Lenders, as in effect from time to time. As of the date of this Agreement, the Total Commitment
is $110,000,000.00, and is subject to increase as provided in §2.11.


 


Total Revolving
Credit Commitment. The sum of the Revolving Credit Commitments of the Revolving Credit Lenders, as in effect from time to time.
As of the date of this Agreement, the Total Revolving Credit Commitment is Eighty-Five Million and No/100 Dollars ($85,000,000.00).
The Total Revolving Credit Commitment may increase in accordance with §2.11.


 


Total Term Loan
Commitment. The sum of the Term Loan Commitments of the Term Loan Lenders, as in effect from time to time. As of the date of
this Agreement, the Total Term Loan Commitment is Twenty-Five Million and No/100 Dollars ($25,000,000.00). The Total Term Loan
Commitment may increase in accordance with §2.11.


 


Trust. GCLP
Business Trust II, a Massachusetts business trust.


 


Trust Preferred
Equity. Any Indebtedness of the Borrower, the Parent and any of their Subsidiaries which (i) has an original maturity
of not less than thirty (30) years, (ii) is not putable to any of the Borrower, the Parent and any of their Subsidiaries,
(iii) is non-amortizing and provides for payment of interest only not more often than quarterly, (iv) imposes no financial
covenants on Borrower, Parent or their respective Subsidiaries, and (v) is subordinated to the Loan Documents and the Obligations
of the Borrower and the Guarantors thereunder on such terms as are reasonably acceptable to the Agent.


 


Type. As to
any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.


 


Unconsolidated Affiliate.
In respect of any Person, any other Person in whom such Person holds an Investment, (a) which Investment is accounted for
in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated
under GAAP with the financial results of such first Person on the consolidated financial statements of such first Person, or (b) which
is not a Subsidiary of such first Person.


 



    	26



     

    




Unencumbered Asset
Availability. As of any date of determination, the Unencumbered Asset Availability shall be the maximum amount of Loans and
Letter of Credit Liabilities which does not exceed any of the following: (a) the maximum principal amount as would not exceed
sixty percent (60%) of Unencumbered Asset Value as most recently determined under this Agreement, (b) the maximum principal
amount as would not cause the Unencumbered Debt Service Coverage Ratio to be less than 1.60 to 1.00 and (c) the maximum principal
amount which would not cause the Unencumbered Debt Yield Ratio to be less than fourteen percent (14%).


 


Unencumbered Asset
Value. As of any date of determination, the Unencumbered Asset Value shall be, without duplication, the sum of (a) (i) the
Unencumbered Net Operating Income (excluding Subject Properties with negative Net Operating Incomes, Subject Properties acquired
during the trailing twelve (12) months and Subject Properties disposed of during the fiscal quarter most recently ending)
for the Calculation Period, annualized as applicable, divided by (ii) the Capitalization Rate, plus (b) the
acquisition cost of all Subject Properties acquired during the trailing twelve (12) month period determined in accordance
with GAAP.


 


Unencumbered Debt
Service Coverage Ratio. As of any date of determination, the ratio of Unencumbered Net Operating Income for the Calculation
Period, annualized as applicable, divided by the Implied Debt Service.


 


Unencumbered Debt
Yield Ratio. As of any date of determination, the ratio (expressed as a percentage) of (a) Unencumbered Net Operating
Income for the Calculation Period, annualized as applicable, to (b) Consolidated Total Unsecured Indebtedness. For purposes
of the calculation of the Unencumbered Debt Yield Ratio, when calculating Unencumbered Net Operating Income for any Real Estate
not owned and operated by a Subsidiary for a full fiscal quarter, the Unencumbered Net Operating Income attributable to such Real
Estate shall be calculated using the sum of (i) the actual historical results for the period that the Real Estate was owned
and operated by the Subsidiary plus (ii) the proforma results, as reasonably approved by the Agent, for the future
period necessary to achieve a full fiscal quarter number.


 


Unencumbered Net
Operating Income. For any Eligible Real Estate included in the calculation of the Unencumbered Asset Value and for a given
period, an amount equal to the sum of (a) the rents and other revenues for such Real Estate for such period received in the
ordinary course of business (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction
of tenants’ obligations for rent) minus (b) all expenses paid or accrued and related to the ownership, operation
or maintenance of such Real Estate for such period, but specifically excluding, any property management fees, debt service charges,
income taxes, depreciation, amortization and other non-cash expenses, minus (c) the greater of (i) actual property
management expenses of such Real Estate or (ii) an amount equal to two percent (2.0%) of the gross revenues from such Real
Estate. Unencumbered Net Operating Income shall be adjusted to remove any impact from straight-line rent leveling adjustments required
under GAAP.


 



    	27



     

    




Unrestricted Cash
and Cash Equivalents. As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash and (b) the
aggregate amount of Unrestricted Cash Equivalents (valued at fair market value). As used in this definition, “Unrestricted”
means the specified asset is not subject to any escrow, reserves or Liens or claims of any kind in favor of any Person (other than
customary rights of depository institutions in the ordinary course of business with respect to bank accounts).


 


Unsecured Debt.
With respect to any Person as of any date of determination, Indebtedness of such Person which is not Secured Debt, and in the case
of the Borrower, shall include (without duplication), the Borrower’s Equity Percentage of the Unsecured Debt of its Unconsolidated
Affiliates.


 


Variable Rate Debt.
Indebtedness that is payable by reference to a rate of interest that may vary, float or change during the term of such Indebtedness
(that is, a rate of interest that is not fixed (whether by its terms or by way of a hedge arrangement) for the entire term of such
Indebtedness).


 


Wholly Owned Subsidiary.
As to a Person, any Subsidiary of such first Person that is directly or indirectly owned one hundred percent (100%) by such first
Person.


 


§1.2         
Rules of Interpretation.


 


(a)               
A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from
time to time in accordance with its terms and the terms of this Agreement.


 


(b)              
The singular includes the plural and the plural includes the singular.


 


(c)               
A reference to any law includes any amendment or modification of such law.


 


(d)              
A reference to any Person includes its permitted successors and permitted assigns.


 


(e)               
Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by
the accounting entity to which they refer.


 


(f)               
The words “include”, “includes” and “including” are not limiting.


 


(g)              
The words “approval” and “approved”, as the context requires, means an approval in writing given
to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order
to determine whether approval should be granted.


 


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


 



    	28



     

    




(i)                
Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated.


 


(j)                
The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this
Agreement as a whole and not to any particular section or subdivision of this Agreement.


 


(k)              
In the event of Accounting Change which would affect the computation of any financial covenant, ratio or other requirement
set forth in any Loan Document, then upon the request of Borrower or Agent, the Borrower, the Guarantors, the Agent and the Lenders
shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial
covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrower
and the Guarantors as in effect prior to such Accounting Change, as determined by the Required Lenders in their good faith judgment.
Until such time as such amendment shall have been executed and delivered by the Borrower, Guarantors, the Agent and the Required
Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be
delivered under the Loan Documents, shall be calculated and reported as if such Accounting Change had not occurred. For purposes
of this clause (k), “Accounting Change” shall mean any change in generally accepted accounting principles after the
date hereof, including any change in accounting principles required by the promulgation of any rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable,
the SEC, or any other change in accounting procedures pursuant to §7.3.


 


§2.             
THE CREDIT FACILITY.


 


§2.1         
Revolving Credit Loans.


 


(a)               
Subject to the terms and conditions set forth in this Agreement, each of the Revolving Credit Lenders severally agrees to
lend to the Borrower, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Revolving
Credit Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.7, such sums as are requested by
the Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect
to all amounts requested) at any one time equal to the lesser of (i) such Lender’s Revolving Credit Commitment and (ii) such
Lender’s Revolving Credit Commitment Percentage of the sum of (A) the Unencumbered Asset Availability minus (B) the
sum of (1) the amount of all outstanding Revolving Credit Loans and Term Loans, and (2) the aggregate amount of Letter
of Credit Liabilities; provided, that, in all events no Default or Event of Default shall have occurred and be continuing;
and provided, further, that the outstanding principal amount of the Revolving Credit Loans (after giving effect to
all amounts requested) and Letter of Credit Liabilities shall not at any time exceed the Total Revolving Credit Commitment. The
Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Revolving Credit
Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the
Borrower that all of the conditions required of Borrower set forth in §10 and §11 have been satisfied on the date of
such request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written
notice from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation
to make Revolving Credit Loans to Borrower in the maximum aggregate principal outstanding balance of more than the principal face
amount of such Revolving Credit Lender’s Revolving Credit Note.


 



    	29



     

    




(b)              
The Revolving Credit Loans shall be evidenced by separate promissory notes of Borrower in substantially the form of Exhibit A-1
hereto (collectively, the “Revolving Credit Notes”), dated of even date with this Agreement (except as otherwise provided
in §18.3) and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each Revolving
Credit Lender in the principal amount equal to such Revolving Credit Lender’s Revolving Credit Commitment or, if less, the
outstanding amount of all Revolving Credit Loans made by such Revolving Credit Lender, plus interest accrued thereon, as set forth
below. The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any
Revolving Credit Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record
reflecting the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment. The outstanding amount
of the Revolving Credit Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount
thereof owing and unpaid to each Revolving Credit Lender (absent manifest error), but the failure to record, or any error in so
recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder
or under any Revolving Credit Note to make payments of principal of or interest on any such Revolving Credit Note when due. Agent
shall use commercially reasonable efforts to provide to the Borrower a monthly invoice for interest that has accrued on the Revolving
Credit Notes, but the failure of Agent to provide the Borrower any such invoice shall not limit or otherwise affect the obligations
of the Borrower hereunder or under any Revolving Credit Note to make payments of interest on any such Revolving Credit Note when
due. By delivery of this Agreement and any Revolving Credit Note, there shall not be deemed to have occurred, and there has not
otherwise occurred, any payment, satisfaction or novation of the Indebtedness evidenced by the Original Credit Agreement or the
“Revolving Credit Notes” described in the Original Credit Agreement, which Indebtedness is instead allocated among
the Revolving Credit Lenders as of the date hereof in accordance with their respective Revolving Credit Commitment Percentages,
and is evidenced by this Agreement and any Revolving Credit Notes, and the Revolving Credit Lenders shall as of the date hereof
make such adjustments to the outstanding Revolving Credit Loans of such Revolving Credit Lenders so that such outstanding Revolving
Credit Loans are consistent with their respective Revolving Credit Commitment Percentages.


 


§2.2         
Commitment to Lend Term Loan. Subject to the terms and conditions of this Agreement, each of the Term Loan Lenders
severally agrees to lend to the Borrower on the Closing Date the lesser of (i) such Term Loan Lender’s Term Loan Commitment
and (ii) such Lender’s Term Loan Commitment Percentage of the sum of (A) the Unencumbered Asset Availability minus (B) the
sum of the aggregate principal amount of all outstanding Loans and the aggregate amount of Letter of Credit Liabilities. The Term
Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A-2 hereto, dated
of even date with this Agreement (except as otherwise provided in §2.11(c) and §18.3) and completed with appropriate
insertions (each, a “Term Loan Note” and collectively, the “Term Loan Notes”). One Term Loan Note shall
be payable to the order of each Term Loan Lender in the principal amount equal to such Term Loan Lender’s Term Loan Commitment.
In addition, any additional Term Loans made as a result of any increase in the Total Term Loan Commitment pursuant to §2.11
shall be made on the applicable Commitment Increase Date and each Term Loan Lender which elects to increase its or acquire a Term
Loan Commitment pursuant to §2.11 severally and not jointly agrees to make a Term Loan to the Borrower on such Commitment
Increase Date in an amount equal to the lesser of (a) with respect to any existing Term Loan Lender, the amount by which such Lender’s
Term Loan Commitment increases on the applicable Commitment Increase Date, and with respect to any new Term Loan Lender, the amount
of such new Lender’s Term Loan Commitment, and (b) such Lender’s Term Loan Commitment Percentage of the sum of (X)
the Unencumbered Asset Availability minus (Y) the sum of the aggregate principal amount of all outstanding Loans and the aggregate
amount of Letter of Credit Liabilities. No Term Loan Lender shall have any obligation to make Term Loans to the Borrower in the
maximum aggregate principal outstanding balance of more than the lesser of (x) the amount equal to its Term Loan Commitment Percentage
of the Term Loan Commitments and (y) the principal face amount of its Term Loan Note.


 



    	30



     

    




§2.3         
Facility Unused Fee. The Borrower agrees to pay to the Agent for the account of the Revolving Credit Lenders in accordance
with their respective Revolving Credit Commitment Percentages a facility unused fee calculated each day at the rate per annum of
0.25% on the daily amount by which the Total Revolving Credit Commitment (other than the Revolving Credit Commitment of a Defaulting
Lender) exceeds the outstanding principal amount of Revolving Credit Loans (other than Revolving Credit Loans made by a Defaulting
Lender) and the face amount of Letters of Credit Outstanding during each calendar quarter or portion thereof commencing on the
date hereof and ending on the Revolving Credit Maturity Date. The facility unused fee shall be payable quarterly in arrears on
the first (1st) day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, and
on any earlier date on which the Revolving Credit Commitments shall be reduced or shall terminate as provided in §2.4, with
a final payment on the Revolving Credit Maturity Date.


 


§2.4         
Reduction and Termination of the Revolving Credit Commitments. The Borrower shall have the right at any time and
from time to time upon three (3) Business Days’ prior written notice to the Agent to reduce by $5,000,000.00 or an integral
multiple of $1,000,000.00 in excess thereof (provided that in no event shall the Total Revolving Credit Commitment be reduced
in such manner to an amount less than $40,000,000.00, other than in the case of a termination of the facility by the Borrower)
or to terminate entirely the unborrowed portion of the Revolving Credit Commitments (provided that such termination would
not result in the Revolving Credit Commitment being reduced to an amount less than $40,000,000.00), whereupon the Revolving Credit
Commitments of the Revolving Credit Lenders shall be reduced pro rata in accordance with their respective Revolving Credit Commitment
Percentages of the amount specified in such notice or, as the case may be, terminated, any such termination or reduction to be
without penalty except as otherwise set forth in §4.8; provided, however, that no such termination or reduction
shall be permitted if, after giving effect thereto, the sum of Outstanding Revolving Credit Loans and the Letter of Credit Liabilities
would exceed the Revolving Credit Commitments of the Revolving Credit Lenders as so terminated or reduced. Promptly after receiving
any notice from the Borrower delivered pursuant to this §2.4, the Agent will notify the Revolving Credit Lenders of the substance
thereof. Any reduction of the Revolving Credit Commitments to an amount less than $50,000,000.00 shall also result in a proportionate
reduction (rounded to the next lowest integral multiple of $100,000.00) in the maximum amount of Letters of Credit. Upon the effective
date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Revolving Credit
Lenders the full amount of any facility fee under §2.3 then accrued on the amount of the reduction. No reduction or termination
of the Revolving Credit Commitments may be reinstated.


 



    	31



     

    




§2.5         
[Intentionally omitted.]


 


§2.6         
Interest on Loans.


 


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


 


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


 


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


 


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


 


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


 


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


 


§2.7         
Requests for Revolving Credit Loans. Except with respect to any Revolving Credit Loans outstanding as of the Closing
Date, the Borrower shall give to the Agent written notice executed by an Authorized Officer in the form of Exhibit C
hereto (or telephonic notice confirmed in writing in the form of Exhibit G hereto) of each Revolving Credit Loan requested
hereunder (a “Loan Request”) by 12:00 p.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown
Date with respect to Base Rate Loans and two (2) Business Days prior to the proposed Drawdown Date with respect to LIBOR Rate
Loans. Each such notice shall specify with respect to the requested Revolving Credit Loan the proposed principal amount of such
Revolving Credit Loan, the Type of Revolving Credit Loan, the initial Interest Period (if applicable) for such Revolving Credit
Loan and the Drawdown Date. Each such notice shall also contain (i) a general statement as to the purpose for which such advance
shall be used (which purpose shall be in accordance with the terms of §2.9) and (ii) a certification by the chief financial
officer or chief accounting officer of Parent that the Borrower and the Guarantors are and will be in compliance with all covenants
under the Loan Documents after giving effect to the making of such Revolving Credit Loan. Promptly upon receipt of any such notice,
the Agent shall notify each of the Revolving Credit Lenders thereof. Each such Loan Request shall be irrevocable and binding on
the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the Revolving Credit Lenders on
the proposed Drawdown Date. Each Loan Request shall be (a) for a Revolving Credit Base Rate Loan in a minimum aggregate amount
of $500,000.00 or an integral multiple of $100,000.00 in excess thereof; or (b) for a Revolving Credit LIBOR
Rate Loan in a minimum aggregate amount of $500,000.00 or an integral multiple of $100,000.00 in excess thereof; provided,
however, that there shall be no more than seven (7) LIBOR Rate Loans outstanding at any one time.


 



    	32



     

    




§2.8         
Funds for Loans.


 


(a)               
Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or Term Loans, each
of the Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head
Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested
Loans which may be disbursed pursuant to §2.1 or §2.2. Upon receipt from each Revolving Credit Lender or Term Loan Lender,
as applicable, of such amount, and upon receipt of the documents required by §10 and §11 and the satisfaction of the
other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount
of such Revolving Credit Loans or Term Loans made available to the Agent by the Revolving Credit Lenders or Term Loan Lenders,
as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure
or refusal of any Revolving Credit Lender or Term Loan Lender to make available to the Agent at the aforesaid time and place on
any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender
or Term Loan Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s
Commitment Percentage of any requested Loans, including any additional Loans that may be requested subject to the terms and conditions
hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or
refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders
so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided
in §12.5.


 


(b)              
Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loans
or on the Effective Date or any Increase Date with respect to any Term Loans, that such Lender will not make available to Agent
such Lender’s Commitment Percentage of a proposed Loan, Agent may in its discretion assume that such Lender has made such
Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon
such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance.
If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the
Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover
from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date
such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by
the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender
at the Federal Funds Effective Rate plus one percent (1%).


 



    	33



     

    




§2.9         
Use of Proceeds. The Borrower will use the proceeds of the Loans and the Letters of Credit solely to (a) pay
closing costs in connection with this Agreement; (b) to finance Borrower’s direct and indirect investments in Real Estate
and Mortgage Receivables; and (c) for general working capital purposes.


 


§2.10     
Letters of Credit.


 


(a)               
Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date
through the day that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Lender shall issue such Letters
of Credit as the Borrower may request upon the delivery of a written request in the form of Exhibit D hereto (a “Letter
of Credit Request”) to the Issuing Lender, provided that (i) no Default or Event of Default shall have occurred
and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit Liabilities shall not exceed $25,000,000.00,
(iii) in no event shall the sum of (A) the Revolving Credit Loans Outstanding and (B) the amount of Letter of Credit
Liabilities (after giving effect to all Letters of Credit requested) exceed the Total Revolving Credit Commitment, (iv) the
conditions set forth in §§10 and 11 shall have been satisfied, (v) in no event shall any amount drawn under a Letter
of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit, and (vi) in no event shall the outstanding
principal amount of the Revolving Credit Loans, Term Loans and Letter of Credit Liabilities (after giving effect to all Letters
of Credit requested) exceed the lesser of the Total Commitment or the Unencumbered Asset Availability. Notwithstanding anything
to the contrary contained in this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase
any Letter of Credit at a time when any other Revolving Credit Lender is a Defaulting Lender, unless the Issuing Lender is satisfied
that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders
consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing
Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in
its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender,
including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §10 and §11 have been
satisfied unless it receives written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Letter
of Credit Request shall be executed by an Authorized Officer of Borrower. The Issuing Lender shall be entitled to conclusively
rely on such Person’s authority to request a Letter of Credit on behalf of Borrower. The Issuing Lender shall have no duty
to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect
to the use of the Letters of Credit. Unless the Issuing Lender and the Required Revolving Credit Lenders otherwise consent, the
term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending on
the date which is thirty (30) days prior to the Revolving Credit Maturity Date, or to the Revolving Credit Maturity Date to the
extent any such Letter of Credit has been cash collateralized in a manner reasonably satisfactory to the Agent and the Issuing
Lender (but in any event the term shall not extend beyond the Revolving Credit Maturity Date). The amount available to be drawn
under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Revolving
Credit Commitment as a Revolving Credit Loan.


 



    	34



     

    




(b)              
Each Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter
period as the Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such
Letter of Credit Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which
purpose shall be in accordance with the terms of this Agreement), and (ii) a certification by the chief financial officer
or chief accounting officer of Parent that the Borrower is and will be in compliance with all covenants under the Loan Documents
after giving effect to the issuance of such Letter of Credit.  The Borrower shall further deliver to the Issuing Lender
such additional applications (which application as of the date hereof is in the form of Exhibit H hereto) and documents
as the Issuing Lender may reasonably require, in conformity with the then standard practices of its letter of credit department,
in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this
Agreement shall control.


 


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


 


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


 


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


 



    	35



     

    




(f)               
In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Borrower shall reimburse
the Issuing Lender by having such amount drawn treated as an outstanding Revolving Credit Base Rate Loan under this Agreement (Borrower
being deemed to have requested a Revolving Credit Base Rate Loan on such date in an amount equal to the amount of such drawing
and such amount drawn shall be treated as an outstanding Revolving Credit Base Rate Loan under this Agreement) and the Agent shall
promptly notify each Revolving Credit Lender by telex, telecopy, telegram, telephone (confirmed in writing) or other similar means
of transmission, and each Revolving Credit Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s
own account, an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of such Letter of Credit
(to the extent of the amount drawn). If and to the extent any Revolving Credit Lender shall not make such amount available on the
Business Day on which such draw is funded, such Revolving Credit Lender agrees to pay such amount to the Agent forthwith on demand,
together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is
paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice
of such draw and at the Federal Funds Effective Rate plus one percent (1.0%) for each day thereafter. Further, such Revolving Credit
Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit Loans, amounts
due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the
amount of any drawn Letter of Credit which such Revolving Credit Lender was required to fund pursuant to this §2.10(f) until
such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure or refusal, the Revolving
Credit Lenders not so failing or refusing shall be entitled to a priority secured position for such amounts as provided in §12.5.
The failure of any Revolving Credit Lender to make funds available to the Agent in such amount shall not relieve any other Revolving
Credit Lender of its obligation hereunder to make funds available to the Agent pursuant to this §2.10(f).


 


(g)              
If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender, but prior to the funding
of any portion thereof by a Revolving Credit Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as
a Revolving Credit Loan, each Revolving Credit Lender will, on the date such Revolving Credit Loan pursuant to §2.10(f) was
to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Revolving Credit
Commitment Percentage of the amount of such Letter of Credit. Each Revolving Credit Lender will immediately transfer to the Issuing
Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver
to such Revolving Credit Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such
amount.


 


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


 



    	36



     

    




(i)                
The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated
in all respects the same as the issuance of a new Letter of Credit.


 


(j)                
Borrower (rather than Issuing Lender) assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the
beneficiary thereof; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s
pursuing such rights and remedies as it may have against the beneficiary or transferee or any other person at law or under any
other agreement. Neither Agent, Issuing Lender nor any Revolving Credit Lender will be responsible for (i) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection
with the issuance of any Letter of Credit, even if such document should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument
transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds
thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of any beneficiary
of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit; (iv) errors,
omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise;
(v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document
or draft required by or from a beneficiary in order to make a disbursement under a Letter of Credit or the proceeds thereof; (vii) for
the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for
any consequences arising from causes beyond the control of Agent or any Revolving Credit Lender. None of the foregoing will affect,
impair or prevent the vesting of any of the rights or powers granted to Agent, Issuing Lender or the Revolving Credit Lenders hereunder.
In furtherance and extension and not in limitation or derogation of any of the foregoing, any act taken or omitted to be taken
by Agent, Issuing Lender or the other Revolving Credit Lenders in good faith will be binding on Borrower and will not put Agent,
Issuing Lender or the other Revolving Credit Lenders under any resulting liability to Borrower; provided nothing contained
herein shall relieve Issuing Lender for liability to Borrower arising as a result of the gross negligence or willful misconduct
of Issuing Lender as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods.


 


§2.11     
Increase in Total Commitment.


 



    	37



     

    




(a)               
Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth
in this §2.11, the Borrower shall have the option at any time and from time to time before the date that is forty-five (45)
days prior to the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or Term Loan Maturity
Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment
such that after giving effect to such increase the Total Commitment does not exceed $150,000,000.00 in the aggregate by giving
written notice to the Agent (each, an “Increase Notice”; and the amount of such requested increase is the “Commitment
Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00. Upon receipt
of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be
paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection
with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable (which shall be in addition to
the fees to be paid to Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined,
then the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional
Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment
or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit
Lender or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment or Term Loan Commitment,
as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving
Credit Commitment or Term Loan Commitment, as applicable, by which it is willing to provide prior to such deadline as may be specified
in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall
allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment
letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Revolving Credit
Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving
Credit Commitment Increase or Term Loan Commitment Increase, as applicable, requested by the Borrower, then the Agent, Arranger
or Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions
shall be reasonably acceptable to Agent, Arranger and Borrower) to become a Revolving Credit Lender or Term Loan Lender, as applicable,
and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving
Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving
Credit Commitment or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender or Term Loan Lender, as
applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall
be applicable after the effective date of the Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable,
specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional
Revolving Credit Commitment or Term Loan Commitment.


 


(b)              
On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans, as applicable,
shall be reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Commitment
Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans, as applicable, owed to each Revolving Credit
Lender or Term Loan Lender, as applicable, shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term
Loan Commitment Percentage, as applicable (as in effect after the applicable Commitment Increase Date) of the outstanding principal
amount of all Revolving Credit Loans or Term Loans, as applicable. The participation interests of the Revolving Credit Lenders
in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders or Term Loan
Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to
the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable,
whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish
the required reallocation of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be
Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.
To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Rate Loans prior to the last
day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage
Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Revolving
Credit Commitment or Total Term Loan Commitment, as applicable, to minimize Breakage Costs that may come due); provided,
however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal
of any Base Rate Loans held by such Lender and then to the principal of LIBOR Rate Loans held by such Lender.


 



    	38



     

    




(c)               
Upon the effective date of each increase in the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable,
pursuant to this §2.11 the Agent may unilaterally revise Schedule 1 hereto and the Borrower shall execute and
deliver to the Agent new Revolving Credit Notes or Term Loan Notes for each Lender whose Commitment has changed so that the principal
amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term
Loan Lender’s Term Loan Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit
Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced thereby
which shall be surrendered by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements
for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not constitute a novation, shall
be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes
or Term Loan Notes, as applicable. Within five (5) days of issuance of any new Revolving Credit Notes or Term Loan Notes, pursuant
to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the
due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof,
in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement.
The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower.


 


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


 


(i)                
Payment of Activation Fee. The Borrower shall pay (A) to the Agent those fees described in and contemplated by the
Agreement Regarding Fees with respect to the applicable Commitment Increase, and (B) to the Arranger such facility fees as the
Revolving Credit Lenders or Term Loan Lenders who are providing an additional Revolving Credit Commitment or Term Loan Commitment,
as applicable, may require to increase the aggregate Revolving Credit Commitment or Term Loan Commitment, which fees shall, when
paid, be fully earned and non-refundable under any circumstances. The Arranger shall pay to the Lenders acquiring the applicable
Commitment Increase certain fees pursuant to their separate agreement; and


 



    	39



     

    




(ii)              
No Default. On the date any Increase Notice is given and on the date such increase becomes effective, both immediately
before and after the Total Revolving Credit Commitment or Term Loan Commitment is increased, there shall exist no Default or Event
of Default; and


 


(iii)            
Representations True. The representations and warranties made by the Borrower and the Guarantors in the Loan Documents
or otherwise made by or on behalf of the Borrower and the Guarantors in connection therewith or after the date thereof shall have
been true and correct in all material respects when made and shall also be true and correct in all material respects on the date
of such Increase Notice and on the date the Total Revolving Credit Commitment or Term Loan Commitment is increased (except to the
extent of any changes resulting from transactions permitted by this Agreement, and except to the extent such representations relate
expressly to an earlier date, which representations shall be required to be true and correct only as of such specified date), both
immediately before and after the Total Revolving Credit Commitment or Term Loan Commitment is increased; and


 


(iv)            
Additional Documents and Expenses. The Borrower and the Guarantors shall execute and deliver to Agent and the Lenders
such additional documents, instruments, certifications and opinions as the Agent may reasonably require, including, without limitation,
a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents
after giving effect to the increase, and the Borrower shall pay all recording costs and fees, and any and all intangible taxes
or other documentary taxes, assessments or charges or any similar fees, taxes or expenses which are or are to be incurred by Agent,
Arranger or the Lenders in connection with such increase.


 


§2.12     
Extension of Revolving Credit Maturity Date. The Borrower shall have the one-time right and option, in its sole discretion,
to extend the Revolving Credit Maturity Date to August 7, 2019, upon satisfaction of the following conditions precedent, which
must be satisfied prior to the effectiveness of any extension of the Revolving Credit Maturity Date:


 


(a)               
Extension Request. The Borrower shall deliver written notice of such request (the “Extension Request”)
to the Agent on a date which is between ninety (90) and forty-five (45) days prior to the Revolving Credit Maturity Date (as determined
without regard to such extension). Any such Extension Request shall be irrevocable and binding on the Borrower.


 


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


 



    	40



     

    




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


 


(d)              
Representations and Warranties. The representations and warranties made by the Borrower and the Guarantors in the
Loan Documents or otherwise made by or on behalf of the Borrower and the Guarantors in connection therewith or after the date thereof
shall have been true and correct in all material respects when made and shall also be true and correct in all material respects
on the date the Extension Request is given and on the Revolving Credit Maturity Date (as determined without regard to such extension)
other than for representations to the extent they relate expressly to an earlier date, which representations shall be required
to be true and correct only as of such specified date, and except to the extent of any changes resulting from transactions permitted
by this Agreement.


 


§2.13     
Defaulting Lenders.


 


(a)               
If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available
to the Agent or the Borrower under this Agreement or applicable law, such Defaulting Lender’s right to participate in the
administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect
of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Required
Lenders, Required Revolving Credit Lenders or all of the Lenders, shall be suspended during the pendency of such failure or refusal.
If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid
to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the
Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to
collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due
until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in
satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this
Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent
jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting
Lender’s Loans shall be applied as set forth in §2.13(d).


 



    	41



     

    




(b)              
Any Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire all or a portion of a Defaulting
Lender’s Commitments. Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrower
no sooner than two (2) Business Days and not later than five (5) Business Days after such Defaulting Lender became a
Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of
such Defaulting Lender’s Commitments in proportion to the Commitments of the other Lenders exercising such right. If after
such fifth (5th) Business Day, the Lenders have not elected to purchase all of the Commitments of such Defaulting Lender,
then the Borrower may (so long as no Default or Event of Default exists), by giving written notice thereof to the Agent, such Defaulting
Lender and the other Lenders, demand that such Defaulting Lender assign its Commitments to an eligible assignee subject to and
in accordance with the provisions of §18.1 for the purchase price provided for below and upon any such demand such Defaulting
Lender shall comply with such demand and shall consummate such assignment (subject to and in accordance with the provisions of
§18.1). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an eligible
assignee. Upon any such purchase or assignment, and any such demand with respect to which the conditions specified in §18.1
have been satisfied, the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its liability in respect
thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of
the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably
requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and
Acceptance Agreement. The purchase price for the Commitments of a Defaulting Lender shall be equal to the amount of the principal
balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender plus any accrued but unpaid interest thereon
and accrued but unpaid fees. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such
purchase price any amounts retained by the Agent pursuant to §2.13(d).


 


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


 



    	42



     

    




(d)              
Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent for the account
of such Defaulting Lender pursuant to §13), shall be applied at such time or times as may be determined by the Agent as follows:
first, to the payment of any amounts owing by such Defaulting Lender to the Agent (other than with respect to Letter of Credit
Liabilities) hereunder; second, to the payment of any amounts owing by such Defaulting Lender to the Issuing Lender (with respect
to Letter of Credit Liabilities); third, if so determined by the Agent or requested by the Issuing Lender, to be held as cash collateral
for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit; fourth, as the Borrower
may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined
by the Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy
obligations of such Defaulting Lender to fund Loans or participations under this Agreement and (y) be held as cash collateral
for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit; sixth, to the payment of
any amounts owing to the Agent or the Lenders (including the Issuing Lender) as a result of any judgment of a court of competent
jurisdiction obtained by the Agent or any Lender (including the Issuing Lender) against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists,
to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by
the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if (i) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit in
respect of which such Defaulting Lender has not fully funded its appropriate share and (ii) such Loans or funded participations
in Letters of Credit were made at a time when the conditions set forth in §10 and §11, to the extent required by this
Agreement, were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters
of Credit owed to, all Non-Defaulting Lenders on a pro rata basis until such time as all Loans and funded and unfunded participations
in Letters of Credit are held by the Lenders pro rata in accordance with their Revolving Credit Commitment Percentages and Term
Loan Commitment Percentages, as applicable, without regard to §2.13(c), prior to being applied to the payment of any Loans
of, or funded participations in Letters of Credit owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid
or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral
pursuant to this §2.13(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto, and to the extent allocated to the repayment of principal of the Loan, shall not be considered outstanding principal
under this Agreement.


 


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


 



    	43



     

    




(f)               
(i)Notwithstanding anything herein to the contrary, each Revolving Credit Lender that is a Defaulting Lender shall not
be entitled to receive any unused fee pursuant to §2.3 for any period during which that Revolving Credit Lender is a Defaulting
Lender.


 


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


 


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


 


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


 


§3.             
REPAYMENT OF THE LOANS.


 


§3.1         
Stated Maturity. The Borrower promises to pay on the Revolving Credit Maturity Date and there shall become absolutely
due and payable on the Revolving Credit Maturity Date all of the Revolving Credit Loans and other Letter of Credit Liabilities
outstanding on such date, together with any and all accrued and unpaid interest thereon. The Borrower promises to pay on the Term
Loan Maturity Date and there shall become absolutely due and payable on the Term Loan Maturity Date all of the Term Loans Outstanding
on such date, together with any and all accrued and unpaid interest thereon.


 



    	44



     

    




§3.2         
Mandatory Prepayments. If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving
Credit Loans and the Letter of Credit Liabilities exceeds the lesser of (a) the Total Revolving Credit Commitment or (b) the
Unencumbered Asset Availability, minus the principal amount of the outstanding Term Loans, or (ii) the sum of the aggregate
outstanding principal amount of the Revolving Credit Loans, the Term Loans and the Letter of Credit Liabilities exceeds the lesser
of (a) the Total Commitment or (b) the Unencumbered Asset Availability, then the Borrower shall, within ten (10) Business
Days of such occurrence (or such longer period of time as Agent may agree in its sole and absolute discretion), pay the amount
of such excess to the Agent for the respective accounts of the Lenders, as applicable, for application to the Revolving Credit
Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8.


 


§3.3         
Optional Prepayments.


 


(a)       The Borrower shall have the
right, at its election, to prepay the outstanding amount of the Revolving Credit Loans, as a whole or in part, at any time without
penalty or premium, and in the case of prepayment in full, at Borrower’s election, to terminate the Revolving Credit Commitments;
provided, that if any prepayment of the outstanding amount of any Revolving Credit LIBOR Rate Loans pursuant to this §3.3
is made on a date that is not the last day of the Interest Period relating thereto, such prepayment shall be accompanied by the
payment of any amounts due pursuant to §4.8.


 


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


 


(c)       The Borrower shall give the
Agent, no later than 10:00 a.m. (Cleveland time) at least two (2) days prior written notice of any prepayment pursuant to
this §3.3, in each case specifying the proposed date of prepayment of the Loans and the principal amount to be prepaid (provided
that any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent).


 


§3.4         
Partial Prepayments. Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $500,000.00
or an integral multiple of $100,000.00 in excess thereof, shall be accompanied by the payment of accrued interest on the principal
prepaid to the date of payment. Each partial payment under §3.2 and §3.3 shall be applied in the absence of instruction
by the Borrower, to the principal of Revolving Credit Loans and then to the principal of Term Loans (and with respect to each category
of Loans, first to the principal of Base Rate Loans, and then to the principal of LIBOR Rate Loans).


 



    	45



     

    




§3.5         
Effect of Prepayments. Amounts of the Revolving Credit Loans prepaid under §3.2 and §3.3 prior to the Revolving
Credit Maturity Date may be reborrowed as provided in §2. Any portion of the Term Loans that is prepaid may not be reborrowed.


 


§4.             
CERTAIN GENERAL PROVISIONS.


 


§4.1         
Conversion Options.


 


(a)               
The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit
Loan of another Type or any of its outstanding Term Loans to another Term Loan of another Type and such Revolving Credit Loans
or Term Loans shall thereafter bear interest as a  Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that
(i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least
one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day
of the Interest Period with respect to such LIBOR Rate Loan, unless Borrower elects to pay the Breakage Costs association with
such conversion; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give
the Agent at least two (2) LIBOR Business Days’ prior written notice of such election and the Interest Period requested
for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000.00 or an integral
multiple of $100,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than seven
(7) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default
or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of
any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base
Rate Loan or a Term Base Rate Loan in a principal amount of less than $500,000.00 or an integral multiple of $100,000.00 or a Revolving
Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in a principal amount of less than $500,000.00 or an integral multiple of $100,000.00.
On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment
Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation
Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower.


 


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


 


(c)               
In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan,
such Loan shall be automatically continued as a LIBOR Rate Loan for the same Interest Period (unless such Interest Period shall
be greater than the time remaining until the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, in which
case the Interest Period shall be the Interest Period closest to the time remaining, without exceeding the time to the Revolving
Credit Maturity Date or Term Loan Maturity Date, as applicable) at the end of the applicable Interest Period.


 



    	46



     

    




§4.2         
Fees. The Borrower agrees to pay to KeyBank, Agent and Arranger for their own account certain fees for services rendered
or to be rendered in connection with the Loans as provided pursuant to the separate fee letter dated September 1, 2015, between
the Borrower, KeyBank and the Arranger (the “Agreement Regarding Fees”). All such fees shall be fully earned when paid
and nonrefundable under any circumstances.


 


§4.3         
[Intentionally Omitted.]


 


§4.4         
Funds for Payments.


 


(a)               
All payments of principal, interest, facility fees, Letter of Credit fees, closing fees and any other amounts due hereunder
or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent,
as the case may be, at the Agent’s Head Office, not later than 4:00 p.m. (Cleveland time) on the day when due, in each case
in lawful money of the United States in immediately available funds. If not received by 4:00 p.m. (Cleveland time) on the day when
due, the Agent is hereby authorized to charge the accounts of the Borrower with KeyBank, on the dates when the amount thereof shall
become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other
amounts owing to the Agent and/or the Lenders under the Loan Documents. Subject to the foregoing, all payments made to Agent on
behalf of the Lenders, and actually received by Agent, shall be deemed received by the Lenders on the date actually received by
Agent.


 


(b)              
All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim
and free and clear of and without deduction for any Taxes unless the Borrower is required by law to make such deduction or withholding,
in which case the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with applicable law (including FATCA). If any such obligation
is imposed upon the Borrower with respect to any Indemnified Tax payable by it hereunder or under any of the other Loan Documents,
the Borrower will pay to the Agent, for the account of the Lenders or (as the case may be) the Agent, on the date on which such
amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary
to enable the Lenders or the Agent to receive the same net amount which the Lenders or the Agent would have received on such due
date had no such obligation with respect to the Indemnified Tax been imposed upon the Borrower. If any such Lender, to the extent
it may lawfully do so, fails to deliver the forms or other documentation described in §4.4(c) and/or (d), as applicable,
then the Agent may withhold from any payments to be made to such Lender under any of the Loan Documents such amounts as are required
by the Code. If any Governmental Authority asserts that the Agent did not properly withhold or backup withhold, as the case may
be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Agent therefor,
including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section,
and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated
cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this
section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the
Agent. The Borrower will deliver promptly to the Agent the original or a certified copy of a receipt or other applicable evidence
of Taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under any other Loan
Document.


 



    	47



     

    




(c)               
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent,
such properly completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments
to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower
or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the
Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in §§4.4(d)(i), (ii)(B) and (iv) below)
shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such
Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(d)              
Without limiting the generality of §4.4(c), in the event the Borrower is a U.S. Borrower:


 


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


 


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


 


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


 



    	48



     

    




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


 


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


 


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


 


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


 


(iv)            
if a payment made to a Lender under any Loan Document would be subject to United States federal withholding tax imposed
by FATCA if such Lender were to fail to comply with the applicable reporting and document provision requirements of FATCA (including
those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower
and the Agent, at the time or times prescribed by law and at such time or times reasonably requested by either, such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower and/or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations
under FATCA, to determine that such Lender has or has not complied with such Lender obligations under FATCA and, as necessary,
to determine the amount to deduct and withhold from such payment. Solely for purposes of this §4.4(d)(iv), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


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


 



    	49



     

    




(e)               
The obligations of the Borrower to the Revolving Credit Lenders under this Agreement with respect to Letters of Credit (and
of the Revolving Credit Lenders to make payments to the Issuing Lender with respect to Letters of Credit) shall be absolute, unconditional
and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement, under all circumstances
whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this
Agreement, any Letter of Credit or any of the other Loan Documents; (ii) any improper use which may be made of any Letter
of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (iii) the
existence of any claim, set-off, defense or any right which the Borrower or any of its Subsidiaries or Affiliates may have at any
time against any beneficiary or any transferee of any Letter of Credit (or persons or entities for whom any such beneficiary or
any such transferee may be acting) or the Revolving Credit Lenders (other than the defense of payment to the Revolving Credit Lenders
in accordance with the terms of this Agreement) or any other Person, whether in connection with any Letter of Credit, this Agreement,
any other Loan Document, or any unrelated transaction; (iv) any draft, demand, certificate, statement or any other documents
presented under any Letter of Credit proving to be insufficient, forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect whatsoever; (v) any breach of any agreement between the Borrower, any Guarantor
or any of their respective Subsidiaries or Affiliates and any beneficiary or transferee of any Letter of Credit; (vi) any
irregularity in the transaction with respect to which any Letter of Credit is issued, including any fraud by the beneficiary or
any transferee of such Letter of Credit; (vii) payment by the Issuing Lender under any Letter of Credit against presentation
of a sight draft, demand, certificate or other document which does not comply with the terms of such Letter of Credit, provided
that such payment shall not have constituted bad faith, gross negligence or willful misconduct on the part of the Issuing Lender
as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods; (viii) any non-application
or misapplication by the beneficiary of a Letter of Credit of the proceeds of such Letter of Credit; (ix) the legality, validity,
form, regularity or enforceability of the Letter of Credit; (x) the failure of any payment by Issuing Lender to conform to
the terms of a Letter of Credit (if, in Issuing Lender’s good faith judgment, such payment is determined to be appropriate);
(xi) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(xii) the occurrence of any Default or Event of Default; and (xiii) any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing, provided that such other circumstances or happenings shall not have been the result of bad
faith, gross negligence or willful misconduct on the part of the Issuing Lender as determined by a court of competent jurisdiction
after the exhaustion of all applicable appeal periods.


 


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


 



    	50



     

    




(g)              
Each Lender shall severally indemnify the Agent, within ten (10) days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that the Borrower or a Guarantor has not already indemnified the Agent
for such Indemnified Taxes and without limiting the obligation of the Borrower and the Guarantors to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of §18.4 relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in
connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the
Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by
the Agent to the Lender from any other source against any amount due to the Agent under this §4.4(g).


 


(h)              
If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to
which it has been indemnified pursuant to this §4.4 (including by the payment of additional amounts pursuant to this §4.4),
it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under
this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of
such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount
paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an
indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable
net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such
refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other
Person.


 


§4.5         
Computations. All computations of interest on the Loans and of other fees to the extent applicable shall be based
on a 360-day year and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term “Interest
Period” with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due
on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest
shall accrue during such extension. The Outstanding Loans as reflected on the records of the Agent from time to time shall be considered
prima facie evidence of such amount absent manifest error.


 


§4.6         
Suspension of LIBOR Rate Loans. In the event that, prior to the commencement of any Interest Period relating to any
LIBOR Rate Loan, the Agent shall in its good faith discretion determine that adequate and reasonable methods do not exist for ascertaining
LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost
of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination
(which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders.
In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed
a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest
Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended
until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall promptly
notify the Borrower and the Lenders thereof.


 



    	51



     

    




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


 


§4.8         
Additional Interest. If any LIBOR Rate Loan or any portion thereof is repaid or is converted to a Base Rate Loan
for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment
of the Loans has been accelerated as provided in §12.1, the Borrower will pay to the Agent upon demand for the account of
the applicable Lenders in accordance with their respective Commitment Percentages, in addition to any amounts of interest otherwise
payable hereunder, the Breakage Costs. Borrower understands, agrees and acknowledges the following: (i) no Lender has any
obligation to purchase, sell and/or match funds in connection with the use of LIBOR as a basis for calculating the rate of interest
on a LIBOR Rate Loan; (ii) LIBOR is used merely as a reference in determining such rate; and (iii) Borrower has accepted
LIBOR as a reasonable and fair basis for calculating such rate and any Breakage Costs. Borrower further agrees to pay the Breakage
Costs, if any, whether or not a Lender elects to purchase, sell and/or match funds.


 


§4.9         
Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any Change in Law shall:


 


(a)               
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through
(d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or


 



    	52



     

    




(b)              
impose, modify or deem applicable any special deposit, reserve (other than the Reserve Percentage), compulsory loan, insurance
charge or similar requirement against assets of, deposits with or credit extended or participated in by, any Lender or the Issuing
Lender, or


 


(c)               
impose on any Lender or the Issuing Lender or the London Interbank market any other condition, cost or expense (other than
Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of
any of the foregoing is:


 


(i)                
to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan
or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, the Issuing Lender or such other
Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in
or to issue any Letter of Credit), or


 


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


 


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


 


then, and in each such case, the Borrower
will, within fifteen (15) days of demand (or within sixty (60) days of demand if the amount demanded by a Recipient is in excess
of $100,000.00) made by a Recipient at any time and from time to time and as often as the occasion therefor may arise, pay to such
Recipient such additional amounts as such Recipient shall determine in good faith to be sufficient to compensate such Recipient
for such additional cost, reduction, payment or foregone interest or other sum.


 


§4.10     
Capital Adequacy. If any Lender or Issuing Lender determines that any Change in Law affecting such Lender or Issuing
Lender or any lending office of such Lender or such Lender’s or Issuing Lender’s holding company, if any, regarding
capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or Issuing
Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence
of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender,
or the Letters of Credit issued by any Issuing Lender, to a level below that which such Lender or Issuing Lender or such Lender’s
or Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with respect
to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower will pay to such Lender
or Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender or such
Lender’s or Issuing Lender’s holding company for any such reduction suffered.


 



    	53



     

    




§4.11     
Breakage Costs. Borrower shall pay all Breakage Costs required to be paid by it pursuant to this Agreement and incurred
from time to time by any Lender upon demand within fifteen (15) days from receipt of written notice from Agent, or such earlier
date as may be required by this Agreement.


 


§4.12     
Default Interest. Following the occurrence and during the continuance of any Event of Default, and regardless of
whether or not the Agent or the Lenders shall have accelerated the maturity of the Loans, all Loans shall bear interest payable
on demand at a rate per annum equal to four percent (4%) above the Base Rate (the “Default Rate”), until such amount
shall be paid in full (after as well as before judgment), and the fee payable with respect to Letters of Credit shall be increased
to a rate equal to four percent (4%) above the Letter of Credit fee that would otherwise be applicable to such time, or if any
of such amounts shall exceed the maximum rate permitted by law, then at the maximum rate permitted by law.


 


§4.13     
Certificate. A certificate setting forth any amounts payable pursuant to §4.8, §4.9, §4.10, §4.11
or §4.12 and a reasonably detailed explanation of such amounts which are due, submitted by any Recipient to the Borrower,
shall be conclusive in the absence of manifest error. Unless otherwise specifically provided herein, the Borrower shall pay such
Recipient, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof
(or sixty (60) days after receipt thereof if the amount shown as due in such certificate is in excess of $100,000.00).


 


§4.14     
Limitation on Interest. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all
agreements between or among the Borrower, the Guarantors, the Lenders and the Agent, whether now existing or hereafter arising
and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of
any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount
permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess
of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable
law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess
of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance
of the Obligations and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the
Obligations, such excess shall be refunded to the Borrower. All interest paid or agreed to be paid to the Lenders shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full
of the principal of the Obligations (including the period of any renewal or extension thereof) so that the interest thereon for
such full period shall not exceed the maximum amount permitted by applicable law. This Section shall control all agreements
between or among the Borrower, the Guarantors, the Lenders and the Agent.


 



    	54



     

    




§4.15     
Certain Provisions Relating to Increased Costs. If a Lender gives notice of the existence of the circumstances set
forth in §4.7 or any Lender requests compensation for any losses or costs to be reimbursed pursuant to any one or more of
the provisions of §4.4(b), §4.4(f), §4.9 or §4.10, then, upon request of Borrower, such Lender, as applicable,
shall use reasonable efforts to eliminate, mitigate or reduce amounts that would otherwise be payable by Borrower under the foregoing
provisions, provided that such action would not be otherwise prejudicial to such Lender, including, without limitation,
by designating another of such Lender’s offices, branches or affiliates; the Borrower agreeing to pay all reasonably incurred
costs and expenses incurred by such Lender in connection with any such action. Notwithstanding anything to the contrary contained
herein, if no Default or Event of Default shall have occurred and be continuing, and if any Lender has given notice of the existence
of the circumstances set forth in §4.7 or has requested payment or compensation for any losses or costs to be reimbursed pursuant
to any one or more of the provisions of §4.4(b), §4.4(f), §4.9 or §4.10 (each, an “Affected Lender”),
then, within thirty (30) days after such notice or request for payment or compensation, Borrower shall have the right as to such
Affected Lender, to be exercised by delivery of written notice delivered to the Agent and the Affected Lender within such thirty
(30) day period, to elect to cause the Affected Lender to transfer its Commitment. The Agent shall promptly notify the remaining
Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata
based upon their relevant Commitment Percentages, of the Affected Lender (or if any of such Lenders does not elect to purchase
its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent). In the event that the Lenders
do not elect to acquire all of the Affected Lender’s Commitment, then the Agent shall endeavor to obtain a new Lender to
acquire such remaining Commitment. Upon any such purchase of the Commitment of the Affected Lender, the Affected Lender’s
interest in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and
the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest. The purchase
price for the Affected Lender’s Commitment shall equal any and all amounts outstanding and owed by Borrower to the Affected
Lender, including principal and all accrued and unpaid interest or fees.


 


§4.16     
Delay in Requests. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to
this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any
increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or Issuing Lender, as
the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s
or Issuing 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 nine-month period referred to above shall be extended to include the period of retroactive
effect thereof).


 


§5.             
UNSECURED OBLIGATIONS.


 


§5.1         
Unsecured Obligations. The Lenders have agreed to make the Loans to the Borrower and the Issuing Lender has agreed
to issue Letters of Credit for the account of the Borrower on an unsecured basis. Notwithstanding the foregoing, the Obligations
shall be guaranteed pursuant to the terms of the Guaranty.


 


§5.2         
Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Wholly
Owned Subsidiary of Parent or the Borrower be included as a Subject Property, the Borrower shall as a condition thereto, in addition
to the requirements of §7.16, cause each such Wholly Owned Subsidiary to execute and deliver to Agent a Joinder Agreement,
and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall not be restricted by its respective
organizational documents and applicable law, from serving as a Guarantor hereunder. The Borrower shall further cause all representations,
covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such
Subsidiary or other entity. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Agent
such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably
require.


 



    	55



     

    




§5.3         
Release of a Subsidiary Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of
such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (a) no
Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of Real Estate
referred to in clause (c) below; (b) the Agent shall have received such written request at least five (5) Business Days
prior to the requested date of release; and (c) any Real Estate owned or leased by such Subsidiary Guarantor shall be removed
from the Subject Properties in accordance with §7.16 effective as of the date of such release. Delivery by the Borrower to
the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the
preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request)
are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to Parent,
which may only be released upon the written approval of Agent and all of the Lenders.


 


§6.             
REPRESENTATIONS AND WARRANTIES.


 


The Borrower represents
and warrants to the Agent and the Lenders as follows.


 


§6.1         
Corporate Authority, Etc.


 


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


 


(b)              
Subsidiaries. Each of the Guarantors and each of the Subsidiaries of the Borrower and Guarantors (i) is a corporation,
limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization
and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and
conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to
do business in each jurisdiction where a Subject Property owned by it is located (to the extent required by applicable law) and
in each other jurisdiction where a failure to be so qualified could reasonably be expected to have a Material Adverse Effect (and
with respect to Subsidiaries of Borrower that are not Guarantors, except where a failure to comply with §6.1(b)(i), (ii) and
(iii) individually or in the aggregate has not had and could not reasonably be expected to have a Material Adverse Effect).


 



    	56



     

    




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


 


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


 


§6.2         
Governmental Approvals. The execution, delivery and performance of this Agreement and the other Loan Documents to
which the Borrower or any Guarantor is a party and the transactions contemplated hereby and thereby do not require the approval
or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency
or authority other than those already obtained.


 


§6.3         
Title to Properties. Except as indicated on Schedule 6.3 hereto, the Borrower, the Guarantors and their
respective Subsidiaries own or lease all of the assets reflected in the consolidated balance sheet of Parent as at the Balance
Sheet Date or acquired or leased since that date (except property and assets sold or otherwise disposed of in the ordinary course
of business since that date) or other adjustments that are not material in amount, subject to no rights of others, including any
mortgages, leases pursuant to which Borrower or any of its Subsidiaries (or, to the best knowledge of Borrower, the Guarantors
and their respective Subsidiaries any of their Affiliates) is the lessee, conditional sales agreements, title retention agreements,
liens or other encumbrances except Permitted Liens and as to Subsidiaries of Borrower that are not Guarantors, except for such
defects as individually or in the aggregate have not had and could not reasonably be expected to have a Material Adverse Effect.


 



    	57



     

    




§6.4         
Financial Statements. The Borrower has furnished to Agent: (a) the consolidated balance sheet of Parent and
its Subsidiaries as of the Balance Sheet Date and the related consolidated statement of income and cash flow for the calendar year
then ended, (b) as of the Closing Date, an unaudited statement of Consolidated Net Operating Income for the period ending
June 30, 2015 in form and substance reasonably satisfactory in form to the Agent, and (c) certain other financial information
relating to the Borrower and the Guarantors. Such balance sheet and statements have been prepared in accordance with generally
accepted accounting principles and fairly present the consolidated financial condition of Parent and its Subsidiaries as of such
dates and the consolidated results of the operations of Parent and its Subsidiaries for such periods.


 


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


 


§6.6         
Franchises, Patents, Copyrights, Etc. The Borrower, the Guarantors and their respective Subsidiaries possess all
franchises, patents, copyrights, trademarks, trade names, service marks, licenses and permits, and rights in respect of the foregoing,
adequate for the conduct of their business substantially as now conducted without known conflict with any rights of others except
with respect to Subsidiaries of Borrower that are not Guarantors where such failure individually or in the aggregate has not had
and could not reasonably be expected to have a Material Adverse Effect.


 


§6.7         
Litigation. Except as stated on Schedule 6.7 hereto, there are no actions, suits, proceedings or investigations
of any kind pending or to the knowledge of the Borrower threatened against the Borrower, any Guarantor or any of their respective
Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board which question the validity of
this Agreement or any of the other Loan Documents, any action taken or to be taken pursuant hereto or thereto, or which if adversely
determined could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 6.7 hereto,
there are no judgments, final orders or awards outstanding against or affecting the Borrower, any Guarantor, any of their respective
Subsidiaries or any Subject Property which could reasonably be expected to cause a default under §12.1(j).


 



    	58



     

    




§6.8         
No Material Adverse Contracts, Etc. None of the Borrower, any Guarantor or any of their respective Subsidiaries is
subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that has or is
expected in the future to have a Material Adverse Effect. None of the Borrower, any Guarantor or any of their respective Subsidiaries
is a party to any contract or agreement that has or could reasonably be expected to have a Material Adverse Effect.


 


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


 


§6.10     
Tax Status. Each of the Borrower, the Guarantors and their respective Subsidiaries (a) has made or filed all
federal and state income and all other material tax returns, reports and declarations required by any jurisdiction to which it
is subject or has obtained an extension for filing, (b) has paid prior to delinquency all taxes and other governmental assessments
and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith
and by appropriate proceedings and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes
for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers or partners of such Person know of no basis
for any such claim. There are no audits pending or to the knowledge of Borrower threatened with respect to any tax returns filed
by Borrower, the Guarantors or their respective Subsidiaries. The taxpayer identification number for Parent is 02-0681276, and
for the Borrower is 91-2198700. No representation is made in this §6.10 regarding property taxes.


 


§6.11     
No Event of Default. No Default or Event of Default has occurred and is continuing.


 


§6.12     
Investment Company Act. None of the Borrower, the Guarantors or any of their respective Subsidiaries is an “investment
company”, or an “affiliated company” or a “principal underwriter” of an “investment company”,
as such terms are defined in the Investment Company Act of 1940.


 


§6.13     
Absence of Liens. There are no Liens on any property of the Borrower, any Guarantor or their respective Subsidiaries
or rights thereunder except as permitted by §8.2.


 


§6.14     
[Intentionally Omitted].


 


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


 



    	59



     

    




§6.16     
Employee Benefit Plans. The Borrower, each Guarantor and each ERISA Affiliate has fulfilled its obligation, if any,
under the minimum funding standards of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed
Pension Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with
respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan. Neither the Borrower, any Guarantor nor any
ERISA Affiliate has (a) sought a waiver of the minimum funding standard under §412 of the Code in respect of any Employee
Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed to make any contribution or payment to any Employee
Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any amendment to any Employee Benefit Plan, Multiemployer
Plan or Guaranteed Pension Plan, which has resulted or could reasonably be expected to result in the imposition of a Lien or the
posting of a bond or other security under ERISA or the Code, or (c) incurred any liability under Title IV of ERISA other than
a liability to the PBGC for premiums under §4007 of ERISA. None of the Subject Properties constitutes a “plan asset”
of any Employee Plan, Multiemployer Plan or Guaranteed Pension Plan.


 


§6.17     
Disclosure. All of the representations and warranties made by or on behalf of the Borrower, the Guarantors and their
respective Subsidiaries in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or
the Lenders by, or on behalf or at the direction of, the Borrower, any Guarantor or any of their respective Subsidiaries pursuant
to or in connection with any of such Loan Documents are true and correct in all material respects, when taken as a whole, and neither
the Borrower nor any Guarantor has failed to disclose such information as is necessary to make such representations and warranties
not misleading, when taken as a whole. There is no material fact or circumstance that has not been disclosed to the Agent and the
Lenders, and the written information, reports and other papers and data with respect to the Borrower, any Subsidiary, any Guarantor
or any Subject Property (other than projections and estimates) furnished to the Agent or the Lenders in connection with this Agreement
or the obtaining of the Commitments of the Lenders hereunder was, at the time so furnished, complete and correct in all material
respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary
to give in all material respects a true and accurate knowledge of the subject matter in all material respects when taken as a whole;
provided that such representation shall not apply to budgets, projections and other forward-looking speculative information
prepared in good faith by the Borrower (except to the extent the related assumptions were when made manifestly unreasonable).


 


§6.18     
Place of Business. The principal place of business of the Borrower and each Guarantor is 1521 Westbranch Drive, Suite 200,
McLean, Virginia 22102.


 



    	60



     

    




§6.19     
Regulations T, U and X. No portion of any Loan is to be used for the purpose of purchasing or carrying any “margin
security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the
Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. Neither the Borrower nor any Guarantor is engaged, nor will it engage,
principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying
any “margin security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of
Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224.


 


§6.20     
Environmental Compliance.


 


(a)               
None of the Borrower, the Guarantors, their respective Subsidiaries nor to the knowledge of the Borrower and the Guarantors
any operator of any Real Estate, nor any operations thereon, is in violation, or alleged violation, of any judgment, decree, order,
law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended (“CERCLA”),
the Superfund Amendments and Reauthorization Act of 1986, the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances
Control Act, or any state or local statute, regulation, ordinance, order or decree relating to the environment (hereinafter “Environmental
Laws”), which violation (i) involves Real Estate (other than the Subject Properties) and has had or could reasonably
be expected to have a Material Adverse Effect or (ii) involves a Subject Property.


 


(b)              
Except as set forth on Schedule 6.20(b) hereto, none of the Borrower, the Guarantors nor any of their respective
Subsidiaries has received notice from any third party including, without limitation, any federal, state or local Governmental Authority
(i) that it has been identified as a potentially responsible party under any Environmental Law or with respect to any hazardous
waste, as defined by 42 U.S.C. §9601(5), any hazardous substances as defined by 42 U.S.C. §9601(14), any pollutant or
contaminant as defined by 42 U.S.C. §9601(33) or any toxic substances, oil or hazardous materials or other chemicals or substances
regulated by any Environmental Laws (“Hazardous Substances”) which it has generated, transported or disposed of or
that has been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that
the Borrower, any Guarantor or any of their respective Subsidiaries conduct a remedial investigation, removal or other response
action pursuant to any Environmental Law; or (ii) that it is or shall be a named party to any claim, action, cause of action,
complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s
incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Substances
or violation of Environmental Laws, which in any case (A) involves Real Estate other than the Subject Properties and has had
or could reasonably be expected to have a Material Adverse Effect or (B) involves a Subject Property.


 



    	61



     

    




(c)               
(i) No portion of the Real Estate has been used for the handling, processing, storage or disposal of Hazardous Substances
except in accordance with applicable Environmental Laws; (ii) no underground tank or other underground storage receptacle
for Hazardous Substances is located on any portion of the Real Estate except those which are being operated and maintained in compliance
with Environmental Laws; (iii) in the course of any activities conducted by the Borrower, any Guarantor, their respective
Subsidiaries or, to the best knowledge and belief of the Borrower, the operators of their properties, no Hazardous Substances have
been generated or are being used on the Real Estate except in the ordinary course of business and in accordance with applicable
Environmental Laws; (iv) there has been no past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, disposing or dumping (other than the storing of materials in reasonable quantities to the extent
necessary for the operation of such property in the ordinary course of business, and in any event in compliance with all Environmental
Laws) (a “Release”) or threatened Release of Hazardous Substances on, upon, into or from the Subject Properties, which
Release would reasonably be expected to have a material adverse effect on the value of such Subject Property or adjacent properties,
or from any other Real Estate; (v) except as set forth on Schedule 6.20(c) hereto, there have been no Releases
on, upon, from or into any real property in the vicinity of any of the Real Estate which, through soil or groundwater contamination,
may have come to be located on, and which could be reasonably anticipated to have a material adverse effect on the value of, the
Real Estate; and (vi) any Hazardous Substances that have been generated on any of the Real Estate have been transported off-site
in accordance with all applicable Environmental Laws, except with respect to all of the foregoing in this §6.20(c) as
to (A) any Real Estate (other than the Subject Properties) where the foregoing has not had or could not reasonably be expected
to have a Material Adverse Effect and (B) any Subject Property.


 


(d)              
There has been no claim by any party that any use, operation, or condition of the Real Estate has caused any nuisance or
any other liability or adverse condition on any other property which as to any Real Estate other than a Subject Property has
had or could reasonably be expected to have a Material Adverse Effect, nor is there any knowledge of any basis for such a claim.


 


§6.21     
Subsidiaries; Organizational Structure. Schedule 6.21 hereto sets forth, as of the date hereof, all of
the Subsidiaries of the Parent and its Subsidiaries, the form and jurisdiction of organization of each of the Subsidiaries, and
the Parent’s direct and indirect ownership interests therein. Schedule 6.21 hereto sets forth, as of the date
hereof, all of the Unconsolidated Affiliates of the Borrower and its Subsidiaries, the form and jurisdiction of organization of
each of the Unconsolidated Affiliates, and the Borrower’s or its Subsidiary’s ownership interest therein. Parent has
no direct Investment in any Unconsolidated Affiliate. The Trust is the sole general partner of Borrower and, as of the date hereof,
Parent owns, directly or indirectly, not less than one hundred percent (100%) of the economic, voting and beneficial interest in
Borrower and the Trust.


 


[Intentionally Omitted].


 



    	62



     

    




§6.22     
Property. All of the Subject Properties are in good condition and working order commensurate with their use and age
and free from material defects, subject to ordinary wear and tear. All of the other Real Estate of the Borrower, Guarantors and
their respective Subsidiaries is in good condition and working order commensurate with their age and use, subject to ordinary wear
and tear, except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. The Subject
Properties, and the use and operation thereof, are in material compliance with all applicable federal and state law and governmental
regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating
to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection,
wetlands, tidelands, and Environmental Laws. The Subject Properties have adequate access and utility service for the uses for which
they are intended. There are no unpaid or outstanding real estate or other taxes or assessments on or against any of the Subject
Properties which are payable by the Borrower or any Guarantor (except only real estate or other taxes or assessments, that are
not yet delinquent or are being protested as permitted by this Agreement). There are no unpaid or outstanding real estate or other
taxes or assessments on or against any other property of the Borrower, the Guarantors or any of their respective Subsidiaries which
are payable by any of such Persons in any material amount (except only real estate or other taxes or assessments, that are not
yet delinquent or are being protested as permitted by this Agreement) except where such failure to pay has not had and could not
reasonably be expected to have a Material Adverse Effect. As of the date of this Agreement, neither the Borrower nor any Guarantor
is a party to or has received any notice of any pending eminent domain proceedings against any of the Subject Properties, and to
the knowledge of Borrower and Guarantors, there are no threatened or contemplated eminent domain proceedings against any of the
Subject Properties. As of the date of this Agreement, neither the Borrower, any Guarantor nor any Subsidiary of either of them
is a party to or has received any notice of any pending eminent domain proceedings against any Real Estate (other than any Subject
Property) of the Borrower, the Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower,
no such proceedings are presently threatened or contemplated by any taking authority which may individually or in the aggregate
have any Material Adverse Effect. None of the Subject Properties is now materially damaged as a result of any fire, explosion,
accident, flood or other casualty. None of the other property of the Borrower, the Guarantors or their respective Subsidiaries
is now damaged as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the
aggregate has had or could reasonably be expected to have any Material Adverse Effect. Each of the Subject Properties for which
a Subsidiary Guarantor maintains insurance complies with the material requirements relating to insurance set forth in the Lease
applicable to such Subject Property, and to the knowledge of the Borrower and the Subsidiary Guarantors, in the case where a tenant
under a Lease is required to maintain insurance with regard to a Subject Property, such tenant maintains insurance that complies
with the material requirements relating to insurance set forth in the Lease applicable to such Subject Property. Except as listed
on Schedule 6.23 hereto, there are no Management Agreements for any of the Subject Properties. To the best knowledge
of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any
Subject Property or its operation by any party to any Management Agreement.


 


§6.23     
Brokers. Neither the Borrower nor any Guarantor has engaged or otherwise dealt with any broker, finder or similar
entity in connection with this Agreement or the Loans contemplated hereunder.


 


§6.24     
Other Debt. As of the date of this Agreement, neither the Borrower nor any Guarantor is in default, nor is any of
their respective Subsidiaries (other than the Borrower or a Subsidiary Guarantor) in default beyond any applicable cure and/or
grace period, of the payment of any Indebtedness or the performance of any related agreement, mortgage, deed of trust, security
agreement, financing agreement, indenture or lease to which any of them is a party. Neither the Borrower nor any Guarantor is a
party to or bound by any agreement, instrument or indenture that may require the subordination in right or time or payment of any
of the Obligations to any other indebtedness or obligation of the Borrower or any Guarantor. Schedule 6.25 hereto sets
forth all mortgages, deeds of trust, financing agreements or other material agreements binding upon the Borrower and each Guarantor
or their respective properties and entered into by the Borrower and/or such Guarantor as of the date of this Agreement with respect
to any Indebtedness of the Borrower or any Guarantor in an amount greater than $1,000,000.00, and the Borrower shall, upon request
of the Agent, provide the Agent with true, correct and complete copies thereof.


 



    	63



     

    




§6.25     
Solvency. As of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the
other Loan Documents, including all Loans made or to be made hereunder, neither the Borrower nor any Guarantor is insolvent on
a balance sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities, the Borrower
and each Guarantor is able to pay its debts as they become due, and the Borrower and each Guarantor has sufficient capital to carry
on its business.


 


§6.26     
No Bankruptcy Filing. Neither the Borrower nor any Guarantor is contemplating either the filing of a petition by
it under any state or federal bankruptcy or insolvency laws or the liquidation of its assets or property, and the Borrower has
no knowledge of any Person contemplating the filing of any such petition against it or any Guarantor.


 


§6.27     
No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor
the performance of any actions required hereunder or thereunder is being undertaken by the Borrower or any Guarantor with or as
a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now
or will hereafter become indebted.


 


§6.28     
Transaction in Best Interests of Borrower; Consideration. The transaction evidenced by this Agreement and the other
Loan Documents is in the best interests of the Borrower and each Guarantor. The direct and indirect benefits to inure to the Borrower
and the Guarantors pursuant to this Agreement and the other Loan Documents constitute substantially more than “reasonably
equivalent value” (as such term is used in §548 of the Bankruptcy Code) and “valuable consideration,” “fair
value,” and “fair consideration” (as such terms are used in any applicable state fraudulent conveyance law),
in exchange for the benefits to be provided by the Borrower and the Guarantors pursuant to this Agreement and the other Loan Documents,
and but for the willingness of each Guarantor to guaranty the Loan, the Borrower would be unable to obtain the financing contemplated
hereunder which financing will enable the Borrower, each Guarantor and their respective Subsidiaries to have available financing
to conduct and expand their business.


 


§6.29     
Contribution Agreement. The Borrower and the Guarantors have executed and delivered the Contribution Agreement, and
the Contribution Agreement constitutes the valid and legally binding obligations of such parties enforceable against them in accordance
with the terms and provisions thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability
of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding
therefor may be brought.


 



    	64



     

    




§6.30     
OFAC. None of the Borrower or the Guarantors is (or will be) a person with whom any Lender is restricted from doing
business under OFAC (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any
statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage
in any dealings or transactions or otherwise be associated with such persons. In addition, Borrower hereby agrees to provide to
the Lenders any additional information that a Lender reasonably deems necessary from time to time in order to ensure compliance
with all applicable laws concerning money laundering and similar activities.


 


§6.31     
Subject Properties. Schedule 1.2 hereto is a correct and complete list of all Subject Properties as of
the Closing Date. Each of the Subject Properties included by the Borrower in calculation of the compliance of the covenants set
forth in §9 satisfies all of the requirements contained in this Agreement for the same to be included therein.


 


§7.             
AFFIRMATIVE COVENANTS.


 


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


 


§7.1         
Punctual Payment. The Borrower will duly and punctually pay or cause to be paid the principal and interest on the
Loans and all interest and fees provided for in this Agreement, all in accordance with the terms of this Agreement and the Notes,
as well as all other sums owing pursuant to the Loan Documents.


 


§7.2         
Maintenance of Office. The Borrower and each Guarantor will maintain its respective chief executive office at 1521
Westbranch Drive, Suite 200, McLean, Virginia 22102, or at such other place in the United States of America as the Borrower
or any Guarantor shall designate upon fifteen (15) days prior written notice to the Agent and the Lenders, where notices, presentations
and demands to or upon the Borrower or such Guarantor in respect of the Loan Documents may be given or made.


 


§7.3         
Records and Accounts. The Borrower and each Guarantor will (a) keep, and cause each of their respective Subsidiaries
to keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with
GAAP and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization
of its properties and the properties of their respective Subsidiaries, contingencies and other reserves. Neither the Borrower,
any Guarantor nor any of their respective Subsidiaries shall, without the prior written consent of the Required Lenders, (x) make
any material change to the accounting policies/principles used by such Person in preparing the financial statements and other information
described in §6.4 or §7.4, or (y) change its fiscal year. Agent and the Lenders acknowledge that Parent’s
and Borrower’s fiscal year is a calendar year.


 



    	65



     

    




§7.4         
Financial Statements, Certificates and Information. Borrower will deliver or cause to be delivered to the Agent with
sufficient copies for each of the Lenders:


 


(a)               
as soon as available and in any event within ninety (90) days after the end of each calendar year, an audited consolidated
balance sheet of the Parent and its Subsidiaries as of the end of such year and the related audited consolidated statements of
income, shareholders’ equity and cash flows for such year, setting forth in each case in comparative form the figures for
the previous fiscal year, all certified by PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized
standing, with such certification to be free of exceptions and qualifications not acceptable to the Required Lenders;


 


(b)              
as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) calendar
quarters of each year, a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter and the related
statement of income and statement of cash flows for such quarter and for the portion of the year ended at the end of such quarter,
setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the previous
year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by the chief
financial officer, chief accounting officer or treasurer of Parent;


 


(c)               
simultaneously with the delivery of the financial statements referred to in subsections (a) and, other than the financial
statements delivered for the last calendar quarter of the calendar year, (b) above, a statement (a “Compliance Certificate”)
certified by the chief financial officer or chief accounting officer of Parent in the form of Exhibit F hereto (or
in such other form as the Agent may approve from time to time). Calculations of income, expense and value associated with Real
Estate or other Investments acquired or disposed of during any quarter will be adjusted, where applicable. Parent shall submit
with the Compliance Certificate a Unencumbered Asset Certificate in the form of Exhibit E hereto (a “Unencumbered
Asset Certificate”) pursuant to which Parent shall calculate the amount of the Unencumbered Asset Availability as of the
end of the immediately preceding fiscal quarter, list the Subject Properties and certify that each Subject Property included therein
and in the calculation of the Unencumbered Asset Availability satisfies all of the requirements contained in this Agreement for
the same to be included therein. The Compliance Certificate shall be accompanied by copies of the statements of Consolidated Net
Operating Income for such fiscal quarter for each of the Subject Properties, prepared on a basis consistent with the statements
furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together
with a certification by the chief financial officer, chief accounting officer or treasurer of Parent that the information contained
in such statement fairly presents in all material respects the Consolidated Net Operating Income for such periods. Such Unencumbered
Asset Certificate shall specify whether there are any defaults under leases at a Subject Property;


 


(d)              
simultaneously with the delivery of the financial statements referred to in subsections (a) and, other than the financial
statements delivered for the last calendar quarter of the calendar year, (b) above, (i) a Rent Roll for each of the Subject
Properties, and a combined Rent Roll for all of the Subject Properties and a summary thereof in form satisfactory to Agent as of
the end of each calendar quarter (including the fourth calendar quarter in each year) and (ii) an operating statement for
each of the Subject Properties for each such quarter and year to date, a consolidated operating statement for the Subject Properties
for each such quarter and year to date, and a balance sheet for the Subsidiary Guarantor which owns or leases any Subject Property
as at the end of the most recently ended calendar quarter (such statements, balance sheets and reports to be in form reasonably
satisfactory to Agent), together with a certification by the chief financial officer, chief accounting officer or treasurer of
Parent that the information contained therein is true, correct and complete in all material respects;


 



    	66



     

    




(e)               
upon the request of the Agent, copies of all financial statements, reports or proxy statements sent to the shareholders
of Parent;


 


(f)               
upon the request of the Agent, copies of all registration statements (other than the exhibits thereto and any registration
statements on Form S-8 or its equivalent) and annual, quarterly, monthly or special (8-K) reports which Parent or Borrower shall
file with the SEC; provided that, in the case of annual and quarterly reports on Forms 10-K and 10-Q, respectively, such
reports shall be deemed to be delivered hereunder if posted on the Parent’s website;


 


(g)              
any notice received by the Borrower or any Guarantor of any pending, threatened or contemplated eminent domain proceedings
against (i) any of the Subject Properties or (ii) any other Real Estate which may, in the case of this clause (ii), individually
or in the aggregate have any Material Adverse Effect; and


 


(h)              
from time to time such other financial data and information in the possession of the Borrower, each Guarantor or their respective
Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the
Borrower and any settlement discussions relating thereto, and information as to legal and regulatory changes affecting the Borrower
or any Guarantor) as the Agent or any Lender may reasonably request.


 


Any material to be delivered pursuant to
this §7.4 may be delivered electronically directly to Agent and the Lenders provided that such material is in a format reasonably
acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Lenders upon Agent’s receipt
thereof. Upon the request of Agent, Borrower and Parent shall deliver paper copies thereof to Agent and the Lenders. Borrower and
Parent authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic
information dissemination system, and the Borrower and Parent release Agent and the Lenders from any liability in connection therewith.


 


§7.5         
Notices.


 


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


 



    	67



     

    




(b)              
Environmental Events. The Borrower will give notice to the Agent within five (5) Business Days of becoming aware
of (i) any potential or known Release, or threat of Release, of any Hazardous Substances in violation of any applicable Environmental
Law; (ii) any violation of any Environmental Law that the Borrower, any Guarantor or any of their respective Subsidiaries
reports in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental
agency; or (iii) any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential
environmental liability, of any federal, state or local environmental agency or board, that in any case involves (A) any Subject
Property or (B) any other Real Estate and could reasonably be expected to have a Material Adverse Effect.


 


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


 


(d)              
Notice of Disqualification. Borrower will give notice to the Agent in writing within five (5) Business Days
after becoming aware of any failure of any Eligible Real Estate to satisfy the conditions in this Agreement to inclusion within
the calculation of the Unencumbered Asset Value.


 


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


 


(f)               
Notices of Default Under Leases. Borrower will give notice to the Agent in writing within five (5) Business
Days after Borrower or any Guarantor (i) receives notice from a tenant under a lease of a Subject Property of a default by
the landlord under such lease which default would provide the tenant with an ability to terminate the lease or the right to an
abatement of rent thereunder or (ii) delivers a notice to any tenant under a lease of a Subject Property of a payment or other
material default by such tenant under its lease.


 



    	68



     

    




(g)              
Notification of Lenders. Within five (5) Business Days after receiving any notice under this §7.5, the
Agent will forward a copy thereof to each of the Lenders, together with copies of any certificates or other written information
that accompanied such notice.


 


§7.6         
Existence; Maintenance of Properties.


 


(a)               
The Borrower will preserve and keep in full force and effect its existence as a Delaware limited partnership. Each Guarantor
will preserve and keep in full force and effect its legal existence in the jurisdiction of its incorporation or formation. The
Borrower will cause each of its Subsidiaries which is not a Guarantor to preserve and keep in full force and effect their legal
existence in the jurisdiction of its incorporation or formation except where such failure has not had and could not reasonably
be expected to have a Material Adverse Effect. The Borrower will preserve and keep in full force all of its rights and franchises
and those of its Subsidiaries, the preservation of which is necessary to the conduct of their business (except with respect to
Subsidiaries of Borrower that are not Guarantors, where such failure has not had and could not reasonably be expected to have a
Material Adverse Effect). Parent shall at all times comply with all requirements and applicable laws and regulations necessary
to maintain REIT Status and shall continue to receive REIT Status. The common stock of Parent shall at all times be listed for
trading and be traded on NASDAQ, the New York Stock Exchange or another nationally recognized exchange unless otherwise consented
to by the Required Lenders. The Borrower shall continue to own directly or indirectly one hundred percent (100%) of the Subsidiary
Guarantors.


 


(b)              
The Borrower (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its
business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear
and tear and damage by casualty excepted) and supplied with all necessary equipment, and (ii) will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof in all cases in which the failure so to do would have a material
adverse effect on the condition of any Subject Property or would cause a Material Adverse Effect.


 


§7.7         
Insurance. The Borrower, Parent and their respective Subsidiaries (as applicable) will procure and maintain or cause
to be procured and maintained insurance covering the Borrower, Parent and their respective Subsidiaries (as applicable) and the
Real Estate in such amounts and against such risks and casualties as are customary for properties of similar character and location,
due regard being given to the type of improvements thereon, their construction, location, use and occupancy; it being understood
and agreed that the foregoing shall not modify any obligation of a tenant under a Lease with regard to the placement and maintenance
of insurance.


 



    	69



     

    




§7.8         
Taxes; Liens. The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, duly pay and
discharge, or cause to be paid and discharged, before the same shall become delinquent, all taxes, assessments and other governmental
charges imposed upon them or upon the Subject Properties or the other Real Estate (where, as to any Real Estate other than the
Subject Properties, the failure to pay or discharge any such taxes, assessments or other charges could be reasonably expected to
result in a Material Adverse Effect), sales and activities, or any part thereof, or upon the income or profits therefrom as well
as all claims for labor, materials or supplies that if unpaid might by law become a lien or charge upon any of its property or
other Liens affecting any property of Borrower, the Guarantors or their respective Subsidiaries, provided that any such
tax, assessment, charge or levy or claim need not be paid if the validity or amount thereof shall currently be contested in good
faith by appropriate proceedings by Borrower, the Guarantors, their respective Subsidiaries or a tenant which shall suspend the
collection thereof with respect to such property, and neither such property nor any portion thereof or interest therein would be
in any danger of sale, forfeiture or loss by reason of such proceeding; and provided, further, that forthwith upon
the commencement of proceedings to foreclose any lien that may have attached as security therefor, the Borrower, any such Guarantor,
any such Subsidiary or a tenant either (i) will provide a bond issued by a surety reasonably acceptable to the Agent or other
collateral satisfactory to Agent and sufficient to stay all such proceedings or (ii) if no such bond or other collateral is
provided, will pay each such tax, assessment, charge or levy.


 


§7.9         
Inspection of Properties and Books. The Borrower and the Guarantors will, and will cause their respective Subsidiaries
to, permit the Agent and the Lenders, at the Borrower’s expense and upon reasonable prior notice, to visit and inspect any
of the properties of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the rights of tenants and
with the understanding that any visit to or inspection of any Real Estate that is not a Subject Property shall be undertaken for
purposes of evaluating such Real Estate as it pertains to the Parent’s or the Borrower’s direct or indirect equity
interest therein), to examine the books of account of the Borrower, each Guarantor and their respective Subsidiaries (and to make
copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, any Guarantor and their
respective Subsidiaries with, and to be advised as to the same by, their respective officers, all at such reasonable times and
intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall
have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections more often than once
in any twelve (12) month period. In the event that the Agent or a Lender shall visit and inspect a property of a Subsidiary of
Borrower which is not a Guarantor, such visit and inspection shall be made with a representative of Borrower (and Borrower agrees
to use reasonable efforts to make such representative available). The Lenders shall use good faith efforts to coordinate such visits
and inspections so as to minimize the interference with and disruption to the normal business operations of the Borrower, the Guarantors,
their respective Subsidiaries and any tenants.


 


§7.10     
Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each
of their respective Subsidiaries to, comply in all respects with (i) all applicable laws and regulations now or hereafter
in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter,
partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents
and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound,
(iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and
regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so
comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. Borrower
shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly
advise Agent in writing in the event that Borrower shall determine that any investors in Borrower are in violation of such act.


 



    	70



     

    




§7.11     
Further Assurances. The Borrower and each Guarantor will cooperate with the Agent and the Lenders and execute such
further instruments and documents as the Lenders or the Agent shall reasonably request to carry out to their satisfaction the transactions
contemplated by this Agreement and the other Loan Documents.


 


§7.12     
Limiting Agreements.


 


(a)               
Neither the Borrower, the Guarantors nor any of their respective Subsidiaries shall enter into, any agreement, instrument
or transaction which has or may have the effect of prohibiting or limiting the Borrower’s, the Guarantors’ or any of
their respective Subsidiaries’ ability to pledge to Agent any Subject Property as security for the Obligations. The Borrower
shall take, and shall cause the Guarantors and their respective Subsidiaries to take, such actions as are necessary to preserve
the right and ability of the Borrower, the Guarantors and their respective Subsidiaries to pledge the Subject Properties as security
for the Obligations without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice
or the passage of time, or otherwise) of any other Indebtedness of the Borrower, the Guarantors or any of their respective Subsidiaries.


 


(b)              
The Borrower shall, upon demand, provide to the Agent such evidence as the Agent may reasonably require to evidence compliance
with this §7.12, which evidence shall include, without limitation, copies of any agreements or instruments which would in
any way restrict or limit the Borrower’s, any Guarantor’s or any Subsidiary’s ability to pledge Subject Properties
as security for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time,
or otherwise) if Subject Properties are pledged in the future as security for Indebtedness of the Borrower or any Guarantor.


 


§7.13     
Business Operations. The Borrower, the Guarantors and their respective Subsidiaries shall operate their respective
businesses in substantially the same manner and in substantially the same fields and lines of business as such business is now
conducted and such other lines of business which are reasonably related or incidental thereto, and in compliance with the terms
and conditions of this Agreement and the Loan Documents. Borrower will not, and will not permit any Subsidiary to, directly or
indirectly, engage in any line of business other than the ownership, operation, development and sale of office, industrial, manufacturing,
retail, distribution, medical/healthcare, data center or flex properties (or Mortgage Receivables, Second Lien Mortgage Receivables
or Mezzanine Loans secured by such properties or an interest therein) and businesses reasonably related or incidental thereof.


 



    	71



     

    




§7.14     
Distributions of Income to the Borrower. The Borrower shall cause all of its Subsidiaries (subject to the terms of
any loan documents under which such Subsidiary is the borrower) to promptly distribute to the Borrower (but not less frequently
than once each calendar quarter, unless otherwise approved by the Agent), whether in the form of dividends, distributions or otherwise,
all profits, proceeds or other income relating to or arising from its Subsidiaries’ use, operation, financing, refinancing,
sale or other disposition of their respective assets and properties after (a) the payment of reasonable and customary fees
and expenses (including brokerage commissions) incurred in connection with such refinancing, sale or other disposition, (b) all
money, contractually committed to replace assets with assets performing the same or similar functions, (c) the payment by each
Subsidiary of its debt service, operating expenses, capital improvements and leasing commissions for such quarter and (d) the
establishment of reasonable reserves for the payment of operating expenses not paid on at least a quarterly basis, for the payment
of leasing commissions and for capital improvements and tenant improvements to be made to such Subsidiary’s assets and properties
approved by such Subsidiary in the course of its business consistent with its past practices, and any other reserves reasonably
prudent in the business judgment of such Subsidiary so long as such reserves are reasonable and expected to be utilized within
six (6) months of the date such reserve is established or funded.


 


§7.15     
Plan Assets. The Borrower will do, or cause to be done, all things necessary to ensure that none of the Subject Properties
will be deemed to be Plan Assets at any time.


 


§7.16     
Unencumbered Properties.


 


(a)               
The Eligible Real Estate included in the calculation of the Unencumbered Asset Value shall at all times satisfy all of the
following conditions:


 


(i)                
the Eligible Real Estate shall be owned one hundred percent (100%) in fee simple or leased under a ground lease acceptable
to Agent in its reasonable discretion by a Subsidiary Guarantor, in each case free and clear of all Liens other than the Liens
permitted in §8.2(i) and (iv), and such Eligible Real Estate shall not have applicable to it any restriction on the sale,
pledge, transfer, mortgage or assignment of such property (including any restrictions contained in any applicable organizational
documents and excluding any right of first offer/refusal or purchase option as set forth in the leases provided to the Agent);


 


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


 


(iii)            
the only asset of such Subsidiary shall be Eligible Real Estate included in the calculation of the Unencumbered Asset Value
and related fixtures and personal property;


 


(iv)            
each Eligible Real Estate is and shall be at least eighty percent (80%) leased (based on Net Rentable Area) to one or more
tenants which are an Eligible Tenant;


 


(v)              no more than ten percent (10%) of the total Unencumbered Asset Value shall be attributable to Real Estate which is vacant
(for example, such tenant is no longer conducting business from such property); provided that a failure to satisfy the requirements
of this clause (v) shall not result in any Real Estate not being included as a Subject Property, but any such Unencumbered
Asset Value in excess of such limitation being excluded for purposes of calculating Unencumbered Asset Value and the Unencumbered
Net Operating Income corresponding thereto shall be similarly excluded);


 



    	72



     

    




(vi)            
the Borrower shall have delivered to the Agent (A) a written request to include such Eligible Real Estate in the calculation
of the Unencumbered Asset Availability, (B) a physical description of such Eligible Real Estate, (C) a current Rent Roll
and current operating statements for such Eligible Real Estate, (D) a certification as to the matters covered under §7.16(a)(i)-(v),
and (E) such other information as the Agent may reasonably require with respect to such Eligible Real Estate, including any
information reasonably required by the Agent to determine compliance with this §7.16 (collectively, the “Eligible Real
Estate Qualification Documents”); and


 


(vii)          such
Eligible Real Estate has not been removed from the calculation of the Unencumbered Asset Availability pursuant to §7.16(b),
§7.16(c) or §7.16(d).


 


(b)              
In the event that all or any material portion of any Eligible Real Estate included in the calculation of the Unencumbered
Asset Value shall be damaged in any material respect or taken by condemnation, then such property shall no longer be included in
the calculation of the Unencumbered Asset Value unless and until (i) any damage to such real estate is repaired or restored,
such real estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value of such
real estate following such repair or restoration (both at such time and prospectively) or (ii) Agent shall receive evidence
satisfactory to the Agent that the value of such real estate (both at such time and prospectively) shall not be materially adversely
affected by such damage or condemnation. In the event that such damage or condemnation only partially affects such Eligible Real
Estate included in the calculation of the Unencumbered Asset Value, then the Required Lenders may in good faith reduce the Unencumbered
Asset Value attributable thereto based on such damage until such time as the Required Lenders receive evidence satisfactory to
the Required Lenders that the value of such real estate (both at such time and prospectively) shall no longer be materially adversely
affected by such damage or condemnation.


 


(c)               
Upon any asset ceasing to qualify to be included in the calculation of the Unencumbered Asset Value, such asset shall no
longer be included in the calculation of the Unencumbered Asset Value unless otherwise approved in writing by the Required Lenders.
Within five (5) Business Days after becoming aware of any such disqualification, the Borrower shall deliver to the Agent a
certificate reflecting such disqualification, together with the identity of the disqualified asset, a statement as to whether any
Default or Event of Default arises as a result of such disqualification, and a calculation of the Unencumbered Asset Value attributable
to such asset. Simultaneously with the delivery of the items required pursuant above, the Borrower shall deliver to the Agent an
updated Unencumbered Asset Certificate demonstrating, after giving effect to such removal or disqualification, compliance with
the conditions and covenants contained in this §7.16 and §§9.2, 9.3 and 9.4.


 


(d)              
In addition, the Borrower may voluntarily remove any Real Estate from the calculation of the Unencumbered Asset Availability
upon any of the events described in §5.3(d) occurring, by delivering to the Agent, no later than five (5) Business Days
prior to date on which such removal is to be effected, notice of such removal, together with a statement that no Default or Event
of Default then exists or would, upon the occurrence of such event or with passage of time, result from such removal, the identity
of the Subject Property being removed. Simultaneously with the delivery of the items required above, the Borrower shall deliver
to the Agent a pro forma Compliance Certificate and Unencumbered Asset Certificate demonstrating, after giving effect to such removal
or disqualification, compliance with the covenants contained in this §7.16 and §§9.2, 9.3 and 9.4.


 



    	73



     

    




(e)               
The Agent shall promptly notify the Lenders of the addition or removal of any Real Estate from the calculation of the Unencumbered
Asset Availability.


 


§8.             
NEGATIVE COVENANTS.


 


The Borrower covenants
and agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any of the Lenders has any obligation to make
any Loans or issue any Letter of Credit hereunder:


 


§8.1         
Restrictions on Indebtedness. The Borrower will not, and will not permit its respective Subsidiaries or any of the
Guarantors to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness
other than:


 


(a)               Indebtedness to the Lenders arising under any of the Loan Documents;


 


(b)              current
liabilities of the Borrower, the Guarantors or their respective Subsidiaries incurred in the ordinary course of business but not
incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis
customarily extended and in fact extended in connection with normal purchases of goods and services;


 


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


 


(d)              Indebtedness in respect of judgments only to the extent, for the period and for an amount not resulting in a Default;


 


(e)               endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the
ordinary course of business;


 


(f)               subject
to the provisions of §9, Recourse Indebtedness which is Secured Debt, provided that the aggregate amount of such Recourse
Indebtedness outstanding at any one time shall not exceed seven and one-half percent (7.5%) of Consolidated Total Asset Value;


 


(g)              Non-Recourse
Indebtedness of Subsidiaries of Borrower that are not Guarantors;


 


(h)              Non-Recourse
Indebtedness of Borrower or a Guarantor constituting purchase money indebtedness or incurred in connection with equipment financing,
not to exceed $2,000,000.00 in the aggregate outstanding at any time;


 



    	74



     

    




(i)                Intentionally Omitted; and


 


(j)                Trust
Preferred Equity.


 


Notwithstanding anything
in this Agreement to the contrary, (i) none of the Indebtedness described in §8.1(f) or (g) above shall have any
of the Subject Properties or any interest therein or any direct or indirect ownership interest in any Subsidiary Guarantor as collateral,
a borrowing base, asset pool or any similar form of credit support for such Indebtedness and (ii) none of the Subsidiary Guarantors
shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (including,
without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual
and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise)
other than Indebtedness described in §§8.1(a)-(e) above.


 


§8.2         
Restrictions on Liens, Etc. The Borrower will not, and will not permit its Subsidiaries or any of the Guarantors
to (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge,
negative pledge, charge, restriction or other security interest of any kind upon any of their respective property or assets of
any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of their
property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or
performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option
to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device
or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any
Indebtedness or claim or demand against any of them that if unpaid could by law or upon bankruptcy or insolvency, or otherwise,
be given any priority whatsoever over any of their general creditors; (e) assign, pledge or otherwise transfer as part of
a financing transaction any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse;
or (f) incur or maintain any obligation to any holder of Indebtedness of any of such Persons which prohibits the creation
or maintenance of any lien securing the Obligations (collectively, “Liens”); provided that notwithstanding anything
to the contrary contained herein, the Borrower and any such Subsidiary or Guarantor may create or incur or suffer to be created
or incurred or to exist:


 


(i)                Liens
on properties to secure taxes, assessments and other governmental charges (excluding any Lien imposed pursuant to any of the provisions
of ERISA or pursuant to any Environmental Laws) or claims for labor, material or supplies in respect of obligations not then delinquent
or which are being contested as provided in this Agreement;


 


(ii)              Liens on assets other than (A) Subject Properties or (B) any direct or indirect interest of Borrower or any Subsidiary
of Borrower in any Guarantor in respect of judgments permitted by §8.1(d);


 


(iii)            deposits
or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pensions
or other social security obligations;


 



    	75



     

    




(iv)            Liens and encumbrances reflected in the owner’s title policies issued to the Subsidiary Guarantors upon acquisition
of the Subject Properties and other encumbrances on properties consisting of easements, rights of way, zoning restrictions, leases
and other occupancy agreements, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s
or lessor’s liens under leases to which the Borrower, a Guarantor or a Subsidiary of such Person is a party, and other minor
non-monetary liens or encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct
of the business of the Borrower, the Guarantors or their Subsidiaries, which defects do not individually or in the aggregate have
a materially adverse effect on the business of the Borrower or any Guarantor individually or on the Subject Property;


 


(v)              Liens on properties or interests therein (but excluding (A) Subject Properties or (B) any direct or indirect interest
of Borrower or any Subsidiary of Borrower in any Guarantor) to secure Indebtedness permitted by §8.1(f) or Non-Recourse
Indebtedness of Subsidiaries of Borrower that are not Subsidiary Guarantors permitted by §8.1(g);


 


(vi)            Liens on properties or interests therein to secure Indebtedness permitted by §8.1(h); and


 


(vii)          Liens
in favor of the Agent and the Lenders under the Loan Documents to secure the Obligations.


 


Notwithstanding anything
in this Agreement to the contrary, no Subsidiary Guarantor shall create or incur or suffer to be created or incurred or to exist
any Lien other than Liens contemplated in §§8.2(i), (iv), (vi) and (vii).


 


§8.3         
Restrictions on Investments. Neither the Borrower nor the Parent will, nor will either of them permit any of its
Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:


 


(a)               marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the
date of purchase by the Borrower or its Subsidiary;


 


(b)              
marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association,
Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives,
Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any
other agency or instrumentality of the United States of America;


 


(c)               
demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets
in excess of $100,000,000.00; provided, however, that the aggregate amount at any time so invested with any single
bank having total assets of less than $1,000,000,000.00 will not exceed $200,000.00;


 


(d)              
securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws
of the United States of America or any State which at the time of purchase are rated by Moody’s Investors Service, Inc. or
by Standard & Poor’s Corporation at not less than “P 1” if then rated by Moody’s Investors
Service, Inc., and not less than “A 1”, if then rated by Standard & Poor’s Corporation;


 



    	76



     

    




(e)               
mortgage-backed securities guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association
or the Federal Home Loan Mortgage Corporation and other mortgage-backed bonds which at the time of purchase are rated by Moody’s
Investors Service, Inc. or by Standard & Poor’s Corporation at not less than “Aa” if then rated by Moody’s
Investors Service, Inc. and not less than “AA” if then rated by Standard & Poor’s Corporation;


 


(f)               
repurchase agreements having a term not greater than ninety (90) days and fully secured by securities described in the foregoing
subsection (a), (b) or (e) with banks described in the foregoing subsection (c) or with financial institutions
or other corporations having total assets in excess of $500,000,000.00;


 


(g)              
shares of so-called “money market funds” registered with the SEC under the Investment Company Act of 1940 which
maintain a level per-share value, invest principally in investments described in the foregoing subsections (a) through (f) and
have total assets in excess of $50,000,000.00;


 


(h)              
the acquisition of fee interests by the Borrower or its Subsidiaries in (i) Real Estate which is utilized for income-producing
office, industrial, manufacturing, distribution, retail, medical/healthcare, data center and flex properties located in the continental
United States or the District of Columbia and businesses and investments incidental thereto, and (ii) subject to the restrictions
set forth in this §8.3, the acquisition of Land Assets to be developed for the foregoing purposes;


 


(i)                
Investments by Borrower in Subsidiaries that are directly or indirectly one hundred percent (100%) owned by the Borrower;


 


(j)                
Investments in Land Assets, provided that the aggregate Investment therein shall not exceed five percent (5%) of Consolidated
Total Asset Value;


 


(k)              
Investments in Mortgage Receivables secured by properties of the type described in §8.3(h)(i), provided that the aggregate
Investment therein shall not exceed five percent (5%) of Consolidated Total Asset Value;


 


(l)                
Investments in non-wholly owned Subsidiaries and Unconsolidated Affiliates, provided that the aggregate Investment therein
shall not exceed ten percent (10%) of Consolidated Total Asset Value;


 


(m)            
Investments in Construction in Progress for properties of the type described in §8.3(h)(i), provided that the aggregate
construction and development budget for Construction in Progress (including land) shall not exceed ten percent (10%) of Consolidated
Total Asset Value; and


 



    	77



     

    




(n)              
Investments by Parent in Second Lien Mortgage Receivables and Mezzanine Loans, provided that the aggregate Investment therein
shall not exceed five percent (5%) of Consolidated Total Asset Value.


 


Notwithstanding the foregoing, in no event
shall the aggregate value of the holdings of the Borrower, any Guarantor and their Subsidiaries in the Investments described in
§8.3(j)-(n) exceed thirty percent (30%) of Consolidated Total Asset Value at any time. For the purposes of this §8.3,
a property shall be considered Construction in Progress until the issuance of a permanent certificate of occupancy for such property
or phase thereof.


 


For the purposes of
this §8.3, the Investment of the Borrower, any Guarantor or their Subsidiaries in any Unconsolidated Affiliates will equal
(without duplication) the sum of (i) such Person’s pro rata share of Construction in Progress of their Unconsolidated
Affiliates, plus (ii) such Person’s pro rata share of their Unconsolidated Affiliate’s Investment in Land
Assets; plus (iii) such Person’s pro rata share of any other Investments valued at the lower of GAAP book value
or market value.


 


§8.4         
Merger, Consolidation. Neither the Borrower nor Parent will, nor will Borrower or Parent permit any of their respective
Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business,
merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition
or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each
case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of
the Subsidiaries of Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will
be the surviving Person) and (ii) the merger or consolidation of two or more Subsidiaries of the Borrower. Nothing in this
§8.4 shall prohibit the issuance by Borrower of partnership interests in itself in connection with the acquisition of Real
Estate in the ordinary course of business, or the dissolution of a Subsidiary which has disposed of its assets in accordance with
this Agreement. A Subsidiary of Borrower may sell all of its assets (and may effectuate such sale by merger or consolidation with
another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (including
without limitation §5.3 and §8.8), and after any such permitted sale, may dissolve.


 


§8.5         
Sale and Leaseback. The Borrower will not, and will not permit its Subsidiaries, to enter into any arrangement, directly
or indirectly, whereby the Borrower or any such Subsidiary shall sell or transfer any Real Estate owned by it in order that then
or thereafter the Borrower or any such Subsidiary shall lease back such Real Estate (such arrangement a “Sale/Leaseback”)
without the prior written consent of Agent, such consent not to be unreasonably withheld; provided that no consent of Agent
or the Lenders shall be needed for any Sale/Leaseback so long as the Sale/Leaseback Amount of such Sale/Leaseback and all prior
Sale/Leasebacks consummated (i) during the period commencing on the Closing Date and expiring on the Term Loan Maturity Date and
(ii) during the term of the Original Credit Agreement does not exceed $30,000,000.00 in the aggregate. For purposes of this §8.5,
the “Sale/Leaseback Amount” of any Sale/Leaseback shall mean an amount equal to the Consolidated Net Operating Income
of the Real Estate that is the subject of such Sale/Leaseback for the prior two (2) full fiscal quarters annualized divided
by the Capitalization Rate.


 



    	78



     

    




§8.6         
Compliance with Environmental Laws. Neither the Borrower nor Parent will, nor will either of them permit any of its
respective Subsidiaries or any other Person to, do any of the following: (a) use any of the Real Estate or any portion thereof
as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for small quantities of Hazardous
Substances used in the ordinary course of business and in material compliance with all applicable Environmental Laws, (b) cause
or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances
except in compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in compliance
with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably
be contemplated to cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any
threatened Release of Hazardous Substances which could reasonably be expected to give rise to liability under CERCLA or any other
Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except
in compliance with all Environmental Laws), except, with respect to any Real Estate other than a Subject Property, where any such
use, generation, conduct or other activity has not had and could not reasonably be expected to have a Material Adverse Effect.


 


The Borrower shall,
and shall cause the Subsidiary Guarantors to:


 


(i)                
in the event of any change in Environmental Laws governing the assessment, release or removal of Hazardous Substances, take
all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower)
to confirm that no Hazardous Substances are or ever were Released or disposed of on the Subject Properties in violation of applicable
Environmental Laws; and


 


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


 



    	79



     

    




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


 


§8.7         
Distributions.


 


(a)               
The Borrower shall not pay any Distribution to the partners of the Borrower, and Parent shall not pay any Distribution to
its shareholders, if such Distribution is in excess of the amount which, when added to the amount of all other Distributions paid
in the same calendar quarter and the preceding three (3) calendar quarters, would exceed one hundred percent (100%) of such
Person’s Funds from Operations for the preceding four (4) calendar quarters; provided that the limitations contained
in this §8.7(a) shall not preclude the Borrower from making Distributions to Parent (or Parent from making any Distribution
to its shareholders) in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of Parent,
as evidenced by a certification of the principal financial or accounting officer of the Parent containing calculations in detail
reasonably satisfactory in form and substance to the Agent.


 


(b)              
In the event that a Default under §12.1(a) or (b) or an Event of Default shall have occurred and be continuing,
(i) the Borrower shall make no Distributions other than Distributions to Parent in an amount equal to the minimum distributions
required under the Code to maintain the REIT Status of Parent and (ii) Parent shall make no Distributions other than Distributions
in an amount equal to the minimum distributions under the Code to maintain the REIT Status of Parent, in each case as evidenced
by a certification of the principal financial or accounting officer of the Parent containing calculations in detail reasonably
satisfactory in form and substance to the Agent.


 


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


 



    	80



     

    




(d)              
For purposes of clauses (a) and (b) of this §8.7, Distributions shall exclude any Preferred Distributions so long as
such payments have been deducted in the calculation of Funds from Operations.


 


§8.8         
Asset Sales. The Borrower will not, and will not permit its Subsidiaries or the Guarantors to, sell, transfer or
otherwise dispose of any material asset other than pursuant to a bona fide arm’s length transaction or in accordance with
§8.11. In addition, neither the Borrower, the Guarantors nor any Subsidiary thereof shall sell, transfer, or otherwise dispose
of any asset in a single or a series of related transactions with an aggregate value greater than twenty percent (20%) of the Consolidated
Total Asset Value without the prior written approval of the Lenders. Furthermore, prior to the sale, transfer, or other disposal
the Borrower, any Guarantor or any Subsidiary of any asset in a single or a series of related transactions with an aggregate value
greater than ten percent (10%) of the Consolidated Total Asset Value, the Borrower will provide the Agent with a written notice
of such pending sale, transfer or other disposal and a Compliance Certificate demonstrating pro-forma compliance with each of the
covenants calculated therein giving effect to such pending sale, transfer or other disposal.


 


§8.9         
Restriction on Prepayment of Indebtedness. During the existence of an Event of Default, the Borrower and Parent will
not, and will not permit their respective Subsidiaries to, (a) prepay, redeem, defease, purchase or otherwise retire the principal
amount, in whole or in part, of any Indebtedness other than the Obligations; provided, that the foregoing shall not prohibit
(x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted
by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness
secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; and
(b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness.


 


§8.10     
Derivatives Contracts. Neither the Borrower nor any of its Subsidiaries shall contract, create, incur, assume or
suffer to exist any Derivatives Contracts except for interest rate swap, collar, cap or similar agreements providing interest rate
protection and currency swaps and currency options made in the ordinary course of business and permitted pursuant to §8.1.


 


§8.11     
Transactions with Affiliates. Neither Parent nor the Borrower shall, and neither of them shall permit any other Guarantor
or any Subsidiary of the Borrower or any other Guarantor to, permit to exist or enter into, any transaction (including the purchase,
sale, lease or exchange of any property or the rendering of any service) with any Affiliate (but not including any Subsidiary of
Parent, the Borrower or any other Guarantor), except (i) transactions in connection with the Management Agreements, (ii) transactions
set forth on Schedule 6.15 hereto and (iii) transactions in the ordinary course of business pursuant to the reasonable
requirements of the business of such Person and upon fair and reasonable terms which are no less favorable to such Person than
would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate.


 


§8.12     
Equity Pledges. Notwithstanding anything in this Agreement to the contrary, Parent will not create or incur or suffer
to be created or incurred any Lien on any legal, equitable or beneficial interest of Parent in Borrower, including, without limitation,
any Distributions or rights to Distributions on account thereof.


 



    	81



     

    




§8.13     
Maximum Tenant Concentration. Borrower shall not permit any single tenant (or Affiliate thereof) to be a tenant at
any property or properties of Borrower, Guarantors or their respective Subsidiaries (whether such property is owned, leased or
is subject to a Mortgage Receivable, a Second Lien Mortgage Receivable or a Mezzanine Loan held by such Person), which assets contribute
more than fifteen percent (15%) of the sum of (a) Consolidated Net Operating Income and (b) cash flow from all
Mortgage Receivables, a Second Lien Mortgage Receivables and/or Mezzanine Loans held by Borrower, Guarantors and/or their respective
Subsidiaries (for the purposes hereof, tenants shall not be considered Affiliates of each other solely by virtue of having common
ownership by an equity fund provided that their financial results are not consolidated with a common parent entity).


 


§8.14     
Minimum Lease Term. Borrower shall not permit the average remaining lease term for (a) the Real Estate of Borrower,
the Guarantors and their respective Subsidiaries or (b) the Subject Properties to have an aggregate average remaining lease
term of less than five (5) years.


 


§8.15     
Parent Restrictions. Without the prior written consent of the Agent, Borrower shall not transfer any Subsidiary or
Unconsolidated Affiliate of Borrower to Parent, and neither Borrower nor any Subsidiary or Unconsolidated Affiliate of Borrower
shall transfer any of its assets to Parent (other than Distributions by Borrower to Parent permitted pursuant to §8.7).


 


§9.             
FINANCIAL COVENANTS.


 


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


 


§9.1         
[Intentionally Omitted.] 


 


§9.2         
Unencumbered Leverage Ratio. The Borrower will not at any time permit Consolidated Total Unsecured Debt to exceed
sixty percent (60%) of the Unencumbered Asset Value.


 


§9.3         
Minimum Unencumbered Debt Yield Ratio. The Borrower will not at any time permit the Unencumbered Debt Yield Ratio
to be less than fourteen percent (14%).


 


§9.4         
Unencumbered Debt Service Coverage Ratio. The Borrower will not at any time permit the Unencumbered Debt Service
Coverage Ratio to be less than 1.60 to 1.00.


 


§9.5         
Total Leverage Ratio. The Borrower will not at any time permit Consolidated Total Indebtedness to exceed sixty-five
percent (65%) of Consolidated Total Asset Value.


 


§9.6         
Consolidated EBITDA to Consolidated Fixed Charges. The Borrower will not permit the ratio of Consolidated EBITDA
for the Calculation Period, annualized as applicable, to Consolidated Fixed Charges of the Borrower, the Guarantors and their respective
Subsidiaries for such period to be less than 1.30 to 1.00.


 



    	82



     

    




§9.7         
Minimum Consolidated Tangible Net Worth. The Borrower will not at any time permit its Consolidated Tangible Net Worth
to be less than the sum of $320,000,000, plus eighty percent (80%) of the sum of (a) Net Offering Proceeds plus (b) the
value of units in the Borrower or shares in Parent issued upon the contribution of assets to Borrower or its Subsidiaries plus
(c) the amount of any Trust Preferred Equity issued plus (d) proceeds from any convertible debt of Borrower or
any Guarantor.


 


§9.8         
Debt Yield Ratio. The Borrower will not at any time permit the Debt Yield Ratio (expressed as a percentage) to be
less than eleven percent (11%).


 


§9.9         
Variable Rate Debt. The Borrower will not at any time permit the Variable Rate Debt of Borrower, the Guarantors and
their respective Subsidiaries that is not subject to an enforceable interest rate cap, swap or collar agreement to exceed twenty-five
percent (25%) of Consolidated Total Asset Value.


 


§9.10     
Liquidity for Redemption of Series C Redeemable Stock. The parties hereby understand and acknowledge that the mandatory
redemption date of the Series C Redeemable Preferred Stock of the Parent (the “Series C Redeemable Stock”) is January
31, 2017. During the period commencing on August 31, 2016 and ending on October 31, 2016 (the “Series C Stock Repayment Period”),
unless and until Borrower has provided Agent evidence reasonably satisfactory to the Agent in the form of a fully executed term
sheet(s) or engagement letter(s) evidencing that Borrower has made arrangements such that prior to the expiration of the Series
C Stock Repayment Period the Series C Stock will be either (i) fully redeemed or (ii) extended or replaced such that the redemption
date applicable to such extended Series C Stock or such replacement redeemable preferred stock is at least one (1) year beyond
the later to occur of the Term Loan Maturity Date or the Revolving Credit Maturity Date (as the same may be extended pursuant to
§2.12), Borrower shall maintain sufficient liquidity (which shall include only Unrestricted Cash and Cash Equivalents and
availability under this Agreement) to redeem the Series C Stock in full. If prior to the expiration of the Series C Stock Repayment
Period, Borrower has not either (i) fully redeemed the Series C Stock or (ii) extended or replaced the Series C Stock such that
the redemption date applicable to such extended Series C Stock or such replacement redeemable preferred stock is at least one (1)
year beyond the later to occur of the Term Loan Maturity Date or the Revolving Credit Maturity Date (as the same may be extended
pursuant to §2.12), Borrower shall continue to maintain sufficient liquidity (which shall include only Unrestricted Cash and
Cash Equivalents and availability under this Agreement) to redeem the Series C Stock in full until the Series C Stock has been
fully repaid, extended or replaced as provided in clauses (i) and (ii) above.


 


§10.         
CLOSING CONDITIONS.


 


The obligation of the
Lenders to make the Loans or issue Letters of Credit shall be subject to the satisfaction of the following conditions precedent:


 



    	83



     

    




§10.1     
Loan Documents. Each of the Loan Documents shall have been duly executed and delivered by the respective parties
thereto and shall be in full force and effect. The Agent shall have received a fully executed counterpart of each such document,
except that each Lender shall have received the fully executed original of its Note.


 


§10.2     
Certified Copies of Organizational Documents. The Agent shall have received from the Borrower and each Guarantor
a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized and, with respect
to the applicable Guarantor, in which the Subject Properties are located and a duly authorized officer, partner or member of such
Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other
organizational agreements of the Borrower and such Guarantor, as applicable, and its qualification to do business, as applicable,
as in effect on such date of certification.


 


§10.3     
Resolutions. All action on the part of the Borrower and each applicable Guarantor, as applicable, necessary for the
valid execution, delivery and performance by such Person of this Agreement and the other Loan Documents to which such Person is
or is to become a party shall have been duly and effectively taken, and evidence thereof reasonably satisfactory to the Agent shall
have been provided to the Agent.


 


§10.4     
Incumbency Certificate; Authorized Signers. The Agent shall have received from Borrower and each Guarantor an incumbency
certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a
specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan
Documents to which such Person is or is to become a party. The Agent shall have also received from Borrower a certificate, dated
as of the Closing Date, signed by a duly authorized representative of Borrower and giving the name and specimen signature of each
Authorized Officer who shall be authorized to make Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests
and to give notices and to take other action on behalf of the Borrower under the Loan Documents.


 


§10.5     
Opinion of Counsel. The Agent shall have received an opinion addressed to the Lenders and the Agent and dated as
of the Closing Date from counsel to the Borrower and each Guarantor in form and substance reasonably satisfactory to the Agent.


 


§10.6     
Payment of Fees. The Borrower shall have paid to the Agent the fees payable pursuant to §4.2.


 


§10.7     
No Material Adverse Change. From June 30, 2013 to the Closing Date, nothing shall have occurred which the Lenders
or the Agent shall determine has, or could reasonably be expected to have, a material adverse effect on the business, properties,
assets, condition (financial or otherwise) or results of operations of the Borrower or the Guarantors, taken as a whole, nor shall
there have occurred a material adverse change in the facts and information regarding the Borrower or any of the Guarantors provided
to the Agent and the Lenders.


 


§10.8     
Performance; No Default. Borrower and the applicable Guarantors shall have performed and complied with all terms
and conditions herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date
there shall exist no Default or Event of Default.


 



    	84



     

    




§10.9     
Representations and Warranties. The representations and warranties made by the Borrower and the Guarantors in the
Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors and their respective Subsidiaries in connection
therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true
and correct in all material respects on the Closing Date.


 


§10.10 
Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Agreement and
the other Loan Documents shall be reasonably satisfactory to the Agent and the Agent’s counsel in form and substance, and
the Agent shall have received all information and such counterpart originals or certified copies of such documents and such other
certificates, opinions, assurances, consents, approvals or documents as the Agent and the Agent’s counsel may reasonably
require.


 


§10.11 
Eligible Real Estate Qualification Documents. The Eligible Real Estate Qualification Documents for each Subject Property
included in the calculation of the Unencumbered Asset Value as of the Closing Date shall have been delivered to the Agent at the
Borrower’s expense and shall be in form and substance reasonably satisfactory to the Agent.


 


§10.12 
Compliance Certificate. The Agent shall have received a Compliance Certificate dated as of the date of the Closing
Date demonstrating compliance with each of the covenants calculated therein as of the most recent calendar quarter for which Borrower
has provided financial statements under §6.4.


 


§10.13 
Consents. The Agent shall have received evidence reasonably satisfactory to the Agent that all necessary stockholder,
partner, member or other consents required in connection with the consummation of the transactions contemplated by this Agreement
and the other Loan Documents have been obtained.


 


§10.14 
Contribution Agreement. The Agent shall have received an executed counterpart of the Contribution Agreement.


 


§10.15 
Intentionally Omitted.


 


§10.16 
Other. The Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents
and approvals as the Agent or the Agent’s Special Counsel may reasonably have requested.


 


§11.         
CONDITIONS TO ALL BORROWINGS.


 


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


 


§11.1     
Prior Conditions Satisfied. All conditions set forth in §10 shall continue to be satisfied as of the date upon
which any Loan is to be made or any Letter of Credit is to be issued.


 



    	85



     

    




§11.2     
Representations True; No Default. Each of the representations and warranties made by or on behalf of the Borrower,
the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the
date as of which they were made and shall also be true in all material respects as of the time of the making of such Loan or the
issuance of such Letter of Credit, with the same effect as if made at and as of that time (it being understood and agreed that
any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only
as of such specified date) and except to the extent of any changes resulting from transactions permitted by this Agreement, and
no Default or Event of Default shall have occurred and be continuing.


 


§11.3     
Borrowing Documents. The Agent shall have received a fully completed Loan Request for such Loan and the other documents
and information as required by §2.7, or a fully completed Letter of Credit Request required by §2.10 in the form of Exhibit H
hereto fully completed, as applicable.


 


§12.         
EVENTS OF DEFAULT; ACCELERATION; ETC.


 


§12.1     
Events of Default and Acceleration. If any of the following events (“Events of Default” or, if the giving
of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall
occur:


 


(a)               
the Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether at the stated
date of maturity or any accelerated date of maturity or at any other date fixed for payment;


 


(b)              
the Borrower shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the Letters of Credit
or any fees or other sums due hereunder or under any of the other Loan Documents when the same shall become due and payable, whether
at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;


 


(c)               
any of the Borrower, the Guarantors, or any of their respective Subsidiaries shall fail to perform any other term, covenant
or agreement contained in §§9.2-9.10 applicable to such Person;


 


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


 


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


 



    	86



     

    




(f)               
the Borrower, any Guarantor or any of their respective Subsidiaries shall fail to pay when due (including without limitation
at maturity), or within any applicable period of grace, any obligation for borrowed money or credit received or other Indebtedness,
or fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing
any such borrowed money or credit received or other Indebtedness for such period of time as would permit (assuming the giving of
appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity
thereof or require the prepayment, redemption or purchase thereof; provided, however, that the events described in this §12.1(f) shall
not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in this
§12.1(f), involve singly or in the aggregate obligations for Recourse Indebtedness totaling in excess of $10,000,000.00 or
Non-Recourse Indebtedness totaling in excess of $30,000,000.00;


 


(g)              
any of the Borrower, the Guarantors, or any of their respective Subsidiaries, (i) shall make an assignment for the
benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become
due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver for it or any substantial
part of its assets, (ii) shall commence any case or other proceeding relating to it under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter
in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing; provided that the events
described in this §12.1(g) as to any Subsidiary of the Borrower that is not a Subsidiary Guarantor shall not constitute
an Event of Default unless the value of the assets of any such Subsidiary or Subsidiaries that is not a Subsidiary Guarantor (calculated,
to the extent applicable, consistent with the calculation of Consolidated Total Asset Value) subject to an event or events described
in §12.1(g), §12.1(h) or §12.1(i) individually exceeds $30,000,000.00 or in the aggregate exceeds $50,000,000.00;


 


(h)              
a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of
any of the Borrower, the Guarantors, or any of their respective Subsidiaries or any substantial part of the assets of any thereof,
or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person
shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding
shall not have been dismissed within sixty (60) days following the filing or commencement thereof; provided that the events described
in this §12.1(h) as to any Subsidiary of the Borrower that is not a Subsidiary Guarantor shall not constitute an Event
of Default unless the value of the assets of any such Subsidiary or Subsidiaries that is not a Subsidiary Guarantor (calculated,
to the extent applicable, consistent with the calculation of Consolidated Total Asset Value) subject to an event or events described
in §12.1(g), §12.1(h) or §12.1(i) individually exceeds $30,000,000.00 or in the aggregate exceeds $50,000,000.00;


 



    	87



     

    




(i)                
a decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrower, the Guarantors,
or any of their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any
such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case
under federal bankruptcy laws as now or hereafter constituted; provided that the events described in this §12.1(i) as
to any Subsidiary of the Borrower that is not a Subsidiary Guarantor shall not constitute an Event of Default unless the value
of the assets of any such Subsidiary or Subsidiaries that is not a Subsidiary Guarantor (calculated, to the extent applicable,
consistent with the calculation of Consolidated Total Asset Value) subject to an event or events described in §12.1(g), §12.1(h) or
§12.1(i) individually exceeds $30,000,000.00 or in the aggregate exceeds $50,000,000.00;


 


(j)                
there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days, whether or not consecutive,
one or more uninsured or unbonded final judgments against Parent, the Borrower or any of their respective Subsidiaries that, either
individually or in the aggregate, exceed $10,000,000.00;


 


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


 


(l)                
any dissolution, termination, partial or complete liquidation, merger or consolidation of any of Parent, the Borrower or
any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of any of Parent, the
Borrower or any of their respective Subsidiaries shall occur other than as permitted under the terms of this Agreement or the other
Loan Documents;


 


(m)            
with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Required Lenders shall
have determined in their reasonable discretion that such event reasonably could be expected to result in liability of any of the
Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount
exceeding $5,000,000.00 and such event in the circumstances occurring reasonably could constitute grounds for the termination of
such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to
administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer
such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan;


 


(n)              
the Borrower, any Guarantor or any of their respective Subsidiaries or any Person so connected with any of them shall be
indicted for a federal crime, a punishment for which could include the forfeiture of (i) any assets of Borrower, any Guarantor
or any of their respective Subsidiaries which in the good faith judgment of the Required Lenders could reasonably be expected to
have a Material Adverse Effect, or (ii) any Eligible Real Estate included in the calculation of the Unencumbered Asset Value;


 



    	88



     

    




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


 


(p)              
any Change of Control shall occur; or


 


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


 


then, and in any such event, the Agent
may, and upon the request of the Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect
to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower; provided that in the event of any Event of Default specified in §12.1(g), §12.1(h) or
§12.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of presentment,
demand, protest or other notice of any kind from any of the Lenders or the Agent. Upon demand by Agent or the Required Revolving
Credit Lenders in their absolute and sole discretion after the occurrence and during the continuance of an Event of Default, and
regardless of whether the conditions precedent in this Agreement for a Loan have been satisfied, the Lenders will cause a Loan
to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Loan will be pledged to and held by Agent as
security for any amounts that become payable under the Letters of Credit and all other Obligations. In the alternative, if demanded
by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrower will
deposit with and pledge to Agent cash in an amount equal to the amount of all undrawn Letters of Credit. Such amounts will be pledged
to and held by Agent for the benefit of the Lenders as security for any amounts that become payable under the Letters of Credit
and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts
to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied
to the payment of all other Obligations or if there are no outstanding Obligations and Lenders have no further obligation to make
Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by Borrower will be released to Borrower.


 


§12.2     
Certain Cure Periods; Limitation of Cure Periods.


 


(a)               
Notwithstanding anything contained in §12.1 to the contrary, (i) no Event of Default shall exist hereunder upon
the occurrence of any failure described in §12.1(b) in the event that the Borrower cures such Default within five (5) Business
Days following receipt of written notice of such Default, provided, however, that Borrower shall not be entitled
to receive more than five (5) notices in the aggregate pursuant to this clause (i) in any period of 365 days ending on
the date of any such occurrence of Default, and provided further that no such cure period shall apply to any payments
due upon the maturity of the Notes, and (ii) no Event of Default shall exist hereunder upon the occurrence of any failure
described in §12.1(d) in the event that the Borrower cures such Default within thirty (30) days following receipt of
written notice of such default, provided that the provisions of this clause (ii) shall not pertain to defaults consisting
of a failure to provide insurance as required by §7.7, to any default consisting of a failure to comply with §7.4(c),§7.4(d),
§7.16, §8.1, §8.2, §8.3, §8.4, §8.7, §8.8 or §8.12 or to any Default excluded from any
provision of cure of defaults contained in any other of the Loan Documents.


 



    	89



     

    




(b)              
In the event that there shall occur any Default or Event of Default that affects only certain Subject Property or the Subsidiary
Guarantor owner(s) thereof, then the Borrower may cure such Default or Event of Default (so long as no other Default or Event
of Default would arise as a result) by removing such Subject Property from the calculation of the Unencumbered Asset Value and
by reducing the outstanding Loans and Letters of Credit so that no Default exists under this Agreement, in which event such removal
and reduction shall be completed within ten (10) Business Days after receipt of notice of such Default or Event of Default from
the Agent or the Required Lenders.


 


(c)               
Notwithstanding anything herein or otherwise to the contrary (except clause (b) of this §12.2), any Event of Default
occurring hereunder shall continue to exist (and shall be deemed to be continuing) until such time as such Event of Default is
waived in writing in accordance with the terms of this Agreement notwithstanding (i) any attempted cure or other action taken by
the Borrower or any other Person subsequent to the occurrence of such Event of Default or (ii) any action taken or omitted to be
taken by Agent or any Lender prior to or subsequent to the occurrence of such Event of Default (other than the granting of a waiver
in writing in accordance with the terms of this Agreement).


 


§12.3     
Termination of Commitments. If any one or more Events of Default specified in §12.1(g), §12.1(h) or
§12.1(i) shall occur, then immediately and without any action on the part of the Agent or any Lender any unused portion
of the credit hereunder shall terminate and the Lenders shall be relieved of all obligations to make Loans or issue Letters of
Credit to the Borrower. If any other Event of Default shall have occurred and be continuing, the Agent may, and upon the election
of the Required Revolving Credit Lenders shall, by notice to the Borrower terminate the obligation to make Loans and issue Letters
of Credit to the Borrower. No termination under this §12.3 shall relieve the Borrower of its obligations to the Lenders arising
under this Agreement or the other Loan Documents.


 


§12.4     
Remedies. In case any one or more Events of Default shall have occurred and be continuing, and whether or not the
Lenders shall have accelerated the maturity of the Loans pursuant to §12.1, the Agent on behalf of the Lenders may, and with
the consent of the Required Lenders shall, proceed to protect and enforce their rights and remedies under this Agreement, the Notes
and/or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, including to the full
extent permitted by applicable law the specific performance of any covenant or agreement contained in this Agreement and the other
Loan Documents, the obtaining of the ex parte appointment of a receiver, and, if any amount shall have become due, by declaration
or otherwise, the enforcement of the payment thereof. No remedy herein conferred upon the Agent or the holder of any Note is intended
to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. Notwithstanding the
provisions of this Agreement providing that the Loans may be evidenced by multiple Notes in favor of the Lenders, the Lenders acknowledge
and agree that only the Agent may exercise any remedies arising by reason of a Default or Event of Default. If Borrower or any
Guarantor fails to perform any agreement or covenant contained in this Agreement or any of the other Loan Documents beyond any
applicable period for notice and cure, Agent may itself perform, or cause to be performed, any agreement or covenant of such Person
contained in this Agreement or any of the other Loan Documents which such Person shall fail to perform, and the out-of-pocket costs
of such performance, together with any reasonable expenses, including reasonable attorneys’ fees actually incurred (including
attorneys’ fees incurred in any appeal) by Agent in connection therewith, shall be payable by Borrower upon demand and shall
constitute a part of the Obligations and shall if not paid within five (5) Business Days after demand bear interest at the
Default Rate. In the event that all or any portion of the Obligations is collected by or through an attorney-at-law, the Borrower
shall pay all costs of collection including, but not limited to, reasonable attorney’s fees.


 



    	90



     

    




§12.5     
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of
Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to
the realization upon any of the assets of Borrower or the Guarantors, such monies shall be distributed for application as follows:


 


(a)               
First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket
costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the
collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies,
powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any
provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the
rights of the Agent or the Lenders to such monies;


 


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


 


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


 



    	91



     

    




§12.6     
Collateral Account.


 


(a)               
As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations,
the Borrower hereby pledges and grants to the Agent, for the ratable benefit of the Agent and the Lenders as provided herein, a
security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in
the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time
in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Agent as provided
herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal
only as provided in this section. The obligation of the Borrower to establish the Collateral Account shall not arise unless and
until there is an obligation to deposit funds therein pursuant to the terms of this Agreement.


 


(b)              
Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the
Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under
the sole dominion and control of the Agent for the ratable benefit of the Lenders. The Agent shall exercise reasonable care in
the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such
funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it
being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any
parties with respect to any funds held in the Collateral Account.


 


(c)               
If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower
and the Lenders authorize the Agent to use the monies deposited in the Collateral Account to make payment to the beneficiary with
respect to such drawing or the payee with respect to such presentment.


 


(d)              
If an Event of Default exists, the Required Lenders may, in their discretion, at any time and from time to time, instruct
the Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Obligations in accordance with
§12.5.


 


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


 


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


 



    	92



     

    




§13.         
SETOFF.


 


Regardless of the adequacy
of any collateral, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional
or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any
Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession
of such Lender may, without notice to Borrower or any Guarantor (any such notice being expressly waived by Borrower, Parent and
each of the other Guarantors) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations
and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter
arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender
shall receive from the Borrower or the Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise,
and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion
of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such
disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto
assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its
proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter
recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts
so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement
and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the
benefit of the Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Agent a statement describing
in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Lender agrees
to notify the Borrower promptly after any such set off and application; provided that the failure to give such notice shall
not give the Borrower any cause of action or right to damages or affect the validity of such set off and application.


 


§14.         
THE AGENT.


 


§14.1     
Authorization. The Agent is authorized to take such action on behalf of each of the Lenders and to exercise all such
powers as are hereunder and under any of the other Loan Documents and any related documents delegated to the Agent, together with
such powers as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein
shall be implied to have been assumed by the Agent. The obligations of the Agent hereunder are primarily administrative in nature,
and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee
for any Lender or to create an agency or fiduciary relationship. Agent shall act as the contractual representative of the Lenders
hereunder, and notwithstanding the use of the term “Agent”, it is understood and agreed that Agent shall not have any
fiduciary duties or responsibilities to any Lender by reason of this Agreement or any other Loan Document and is acting as an independent
contractor, the duties and responsibilities of which are limited to those expressly set forth in this Agreement and the other Loan
Documents. The Borrower and any other Person shall be entitled to conclusively rely on a statement from the Agent that it has the
authority to act for and bind the Lenders pursuant to this Agreement and the other Loan Documents.


 



    	93



     

    




§14.2     
Employees and Agents. The Agent may exercise its powers and execute its duties by or through employees or agents
and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under
this Agreement and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably determine,
and all reasonable and documented fees and expenses of any such Persons shall be paid by the Borrower.


 


§14.3     
No Liability. Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person
assisting them in their duties nor any agent, or employee thereof, shall be liable for (a) any waiver, consent or approval
given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever,
except that the Agent or such other Person, as the case may be, shall be liable for losses due to its bad faith, willful misconduct
or gross negligence as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods
or (b) any action taken or not taken by Agent with the consent or at the request of the Required Lenders or the Required Revolving
Credit Lenders, as applicable. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Agent for
the account of the Lenders, unless the Agent has received notice from a Lender or the Borrower referring to the Loan Documents
and describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of
default”.


 


§14.4     
No Representations. The Agent shall not be responsible for the execution or validity or enforceability of this Agreement,
the Notes, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security
for the Notes, or for the value of any such collateral security or for the validity, enforceability or collectability of any such
amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein, or any agreement,
instrument or certificate delivered in connection therewith or in any of the other Loan Documents or in any certificate or instrument
hereafter furnished to it by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries, or be bound
to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or
in any of the other Loan Documents. The Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered
to it by the Borrower, the Guarantors or any holder of any of the Notes shall have been duly authorized or is true, accurate and
complete. The Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume
any liability to the Lenders, with respect to the creditworthiness or financial condition of the Borrower, the Guarantors, or any
of their respective Subsidiaries, or the value of any assets of the Borrower or the Guarantors or any of their respective Subsidiaries.
Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender, and based upon such
information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender, based upon such
information and documents as it deems appropriate at the time, continue to make its own credit analysis and decisions in taking
or not taking action under this Agreement and the other Loan Documents. Agent’s Special Counsel has only represented Agent
and KeyBank in connection with the Loan Documents and the only attorney client relationship or duty of care is between Agent’s
Special Counsel and Agent or KeyBank. Each Lender has been independently represented by separate counsel on all matters regarding
the Loan Documents.


 



    	94



     

    




§14.5     
Payments.


 


(a)               
A payment by the Borrower or any Guarantor to the Agent hereunder or under any of the other Loan Documents for the account
of any Lender shall constitute a payment to such Lender. The Agent agrees to distribute to each Lender not later than one Business
Day after the Agent’s receipt of good funds, determined in accordance with the Agent’s customary practices, such Lender’s
pro rata share of payments received by the Agent for the account of the Lenders except as otherwise expressly provided herein or
in any of the other Loan Documents. In the event that the Agent fails to distribute such amounts within one Business Day as provided
above, the Agent shall pay interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from time to time
in effect. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,
until such time as such Lender is no longer a Defaulting Lender, each payment by the Borrower hereunder shall be applied in accordance
with §2.13(d).


 


(b)              
If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes
or under any of the other Loan Documents might involve it in liability, it may refrain from making such distribution until its
right to make such distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction
shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution
shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay
over the same in such manner and to such Persons as shall be determined by such court.


 


§14.6     
Holders of Notes. Subject to the terms of §18, the Agent may deem and treat the payee of any Note as the absolute
owner or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such
payee or by a subsequent holder, assignee or transferee.


 


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


 



    	95



     

    




§14.8     
Agent as Lender. In its individual capacity, KeyBank shall have the same obligations and the same rights, powers
and privileges in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes as it would have were
it not also the Agent.


 


§14.9     
Resignation. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof
to the Lenders and the Borrower. Any such resignation may at Agent’s option also constitute Agent’s resignation as
Issuing Lender. Upon any such resignation, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint
as a successor Agent and, if applicable, Issuing Lender, any Lender or any bank whose senior debt obligations are rated not less
than “A” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which
has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such
successor Agent and, if applicable, Issuing Lender, shall be reasonably acceptable to the Borrower. If no successor Agent shall
have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of
notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender
or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Moody’s or not less
than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Upon the acceptance
of any appointment as Agent and, if applicable, Issuing Lender, hereunder by a successor Agent and, if applicable, Issuing Lender,
such successor Agent and, if applicable, Issuing Lender, shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent and, if applicable, Issuing Lender, and the retiring Agent and, if applicable, Issuing
Lender, shall be discharged from its duties and obligations hereunder as Agent and, if applicable, Issuing Lender. After any retiring
Agent’s resignation, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting as Agent and Issuing Lender. If the resigning
Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters
of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing
Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon
any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan
Documents as may be necessary to substitute the successor Agent for the resigning Agent.


 


§14.10 
Duties in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing, and
whether or not acceleration of the Obligations shall have occurred, the Agent may and, if (a) so requested by the Required
Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances in accordance with their
respective Commitment Percentages against expenses and liabilities as the Agent may reasonably request, shall proceed to exercise
all or any legal and equitable and other rights or remedies as it may have; provided, however, that unless and until the Agent
shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Event of Default as it shall deem to be in the best interests of the Lenders. Without limiting the
generality of the foregoing, if Agent reasonably determines payment is in the best interest of all the Lenders, Agent may without
the approval of the Lenders pay taxes and insurance premiums and spend money for maintenance, repairs or other expenses which may
be necessary to be incurred, and Agent shall promptly thereafter notify the Lenders of such action. Each Lender shall, within thirty
(30) days of request therefor, pay to the Agent its Commitment Percentage of the reasonable costs incurred by the Agent in taking
any such actions hereunder to the extent that such costs shall not be promptly reimbursed to the Agent by the Borrower or the Guarantors
within such period. The Required Lenders may direct the Agent in writing as to the method and the extent of any such exercise,
the Lenders hereby agreeing to indemnify and hold the Agent harmless in accordance with their respective Commitment Percentages
from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided that
the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s compliance
with such direction to be unlawful in any applicable jurisdiction or commercially unreasonable in any applicable jurisdiction.


 



    	96



     

    




§14.11 
Bankruptcy. In the event a bankruptcy or other insolvency proceeding is commenced by or against Borrower or any Guarantor
with respect to the Obligations, the Agent shall have the sole and exclusive right to file and pursue a joint proof claim on behalf
of all Lenders. Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote
of the Required Lenders or all of the Lenders as required by this Agreement. Each Lender irrevocably waives its right to file or
pursue a separate proof of claim in any such proceedings unless Agent fails to file such claim within thirty (30) days after receipt
of written notice from the Lenders requesting that Agent file such proof of claim.


 


§14.12 
Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by an Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance
with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the
Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary
from such Lender prior to the making of such Loan. The Agent may consult with legal counsel (who may be counsel for the 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.


 


§14.13 
Approvals. If consent is required for some action under this Agreement, or except as otherwise provided herein an
approval of the Lenders, the Required Lenders or the Required Revolving Credit Lenders is required or permitted under this Agreement,
each Lender agrees to give the Agent, within ten (10) days of receipt of the request for action together with all reasonably requested
information related thereto (or such lesser period of time required by the terms of the Loan Documents), notice in writing of approval
or disapproval (collectively “Directions”) in respect of any action requested or proposed in writing pursuant to the
terms hereof. To the extent that any Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent
describe the actions that would be acceptable to such Lender. If consent is required for the requested action, any Lender’s
failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take
such requested action. In the event that any recommendation is not approved by the requisite number of Lenders and a subsequent
approval on the same subject matter is requested by Agent, then for the purposes of this paragraph each Lender shall be required
to respond to a request for Directions within five (5) Business Days of receipt of such request. Agent and each Lender shall
be entitled to assume that any officer of the other Lenders delivering any notice, consent, certificate or other writing is authorized
to give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in
writing.


 



    	97



     

    




§14.14 
Borrower Not Beneficiary. Except for the provisions of §14.9 relating to the appointment of a successor Agent,
the provisions of this §14 are solely for the benefit of the Agent and the Lenders, may not be enforced by the Borrower or
any Guarantor, and except for the provisions of §14.9, may be modified or waived without the approval or consent of the Borrower
and Guarantors.


 


§15.         
EXPENSES.


 


The Borrower agrees
to pay (a) the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements
and instruments mentioned herein, (b) [intentionally omitted], (c) the reasonable and documented fees, expenses and disbursements
of the outside counsel to the Agent incurred in connection with the preparation, administration, or interpretation of the Loan
Documents and other instruments mentioned herein, and amendments, modifications, approvals, consents or waivers hereto or hereunder,
(d) the reasonable out-of-pocket fees, costs, expenses and disbursements of Agent incurred in connection with the syndication
and/or participation of the Loans, (e) all other reasonable and documented out-of-pocket fees, expenses and disbursements
of the Agent incurred by the Agent in connection with the preparation or interpretation of the Loan Documents and other instruments
mentioned herein, the addition or substitution of additional Subject Properties, the making of each advance hereunder, the issuance
of Letters of Credit, and the syndication of the Commitments pursuant to §18 (without duplication of those items addressed
in subparagraph (d), above), (f) all out-of-pocket expenses (including attorneys’ fees and costs, and the fees
and costs of appraisers, engineers, investment bankers or other experts retained by any Lender or the Agent) incurred by any Lender
or the Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the
Borrower or the Guarantors or the administration thereof after the occurrence of a Default or Event of Default and (ii) any
litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent’s or any of the
Lenders’ relationship with the Borrower or the Guarantors, (g) all reasonable and documented out-of-pocket fees, expenses
and disbursements of the Agent incurred in connection with UCC searches and/or title searches, (h) all reasonable out-of-pocket
fees, expenses and disbursements (including reasonable attorneys’ fees and costs) which may be incurred by KeyBank in connection
with the execution and delivery of this Agreement and the other Loan Documents (without duplication of any of the items listed
above), and (i) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination
and sharing of documents and information in connection with the Loans. The covenants of this §15 shall survive the repayment
of the Loans and the termination of the obligations of the Lenders hereunder for two (2) years following repayment of the
Loans and termination of the obligations of the Lenders to lend or issue Letters of Credit hereunder.


 



    	98



     

    




§16.         
INDEMNIFICATION.


 


The Borrower and Parent,
jointly and severally, agree to indemnify and hold harmless the Agent, the Lenders and the Arranger and each director, officer,
employee, agent and Person who controls the Agent or any Lender or the Arranger against any and all claims, actions and suits,
whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and
character arising out of or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby
and thereby (but not including separate financings provided by any Lender to a Subsidiary of Borrower that is not a Subsidiary
Guarantor) including, without limitation, (a) any and all claims for brokerage, leasing, finders or similar fees which may
be made relating to the Subject Properties or the Loans, (b) any condition of the Subject Properties or any other Real Estate,
(c) any actual or proposed use by the Borrower of the proceeds of any of the Loans or Letters of Credit, (d) any actual
or alleged infringement of any patent, copyright, trademark, service mark or similar right of the Borrower, the Guarantors, or
any of their respective Subsidiaries, (e) the Borrower and the Guarantors entering into or performing this Agreement or any
of the other Loan Documents, (f) any actual or alleged violation of any law, ordinance, code, order, rule, regulation, approval,
consent, permit or license relating to the Subject Properties or any other Real Estate, (g) with respect to the Borrower,
the Guarantors and their respective Subsidiaries and their respective properties and assets, the violation of any Environmental
Law, the Release or threatened Release of any Hazardous Substances or any action, suit, proceeding or investigation brought or
threatened with respect to any Hazardous Substances (including, but not limited to, claims with respect to wrongful death, personal
injury, nuisance or damage to property), and (h) any use of Intralinks, SyndTrak or any other system for the dissemination
and sharing of documents and information, in each case including, without limitation, the reasonable fees and disbursements of
counsel incurred in connection with any such investigation, litigation or other proceeding; provided, however, that
the Borrower shall not be obligated under this §16 to indemnify any Person for liabilities arising from such Person’s
own gross negligence or willful misconduct as determined by a court of competent jurisdiction after the exhaustion of all applicable
appeal periods. In litigation, or the preparation therefor, the Lenders and the Agent shall be entitled to select a single law
firm as their own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees
and expenses of such counsel. If, and to the extent that the obligations of the Borrower under this §16 are unenforceable
for any reason, the Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations
which is permissible under applicable law. The provisions of this §16 shall survive the repayment of the Loans and the termination
of the obligations of the Lenders hereunder.


 



    	99



     

    




§17.         
SURVIVAL OF COVENANTS, ETC.


 


All covenants, agreements,
representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers
delivered by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto
shall be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter
made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated, and shall continue
in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains
outstanding or any Letters of Credit remain outstanding or any Lender has any obligation to make any Loans or issue any Letters
of Credit. The indemnification obligations of the Borrower provided herein and in the other Loan Documents shall survive the full
repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided
herein and therein. All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf
of the Borrower or the Guarantors or any of their respective Subsidiaries pursuant hereto or in connection with the transactions
contemplated hereby shall constitute representations and warranties by such Person hereunder.


 



    	100



     

    




§18.         
ASSIGNMENT AND PARTICIPATION.


 


§18.1     
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more banks or other
entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment
Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it); provided
that (a) the Agent and, so long as no Default or Event of Default exists hereunder, the Borrower shall have each given its
prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that (i) such
consent shall not be required for any assignment to another Lender, to a lender which is and remains under common control with
the assigning Lender or to a Wholly Owned Subsidiary of such Lender, provided that such assignee shall remain a Wholly Owned Subsidiary
of such Lender and (ii) the Borrower will be deemed to have consented unless it provides notice to the Agent and the assigning
Lender of its disapproval within fifteen (15) Business Days of receipt of such request and), (b) each such assignment shall
be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement,
(c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined)
an Assignment and Acceptance Agreement in the form of Exhibit G annexed hereto, together with any Notes subject to
such assignment, (d) in no event shall any assignment be to (i) any Person controlling, controlled by or under common
control with, the Borrower or any Guarantor or (ii) a Defaulting Lender or an Affiliate of a Defaulting Lender, (e) such
assignee shall have a net worth or unfunded commitment as of the date of such assignment of not less than $100,000,000.00 (unless
otherwise approved by Agent and, so long as no Default or Event of Default exists hereunder, Borrower), (f) such assignee
shall acquire an interest in the Loans of not less than $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof
(or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists
hereunder, the Borrower, (g) if such assignment is less than the assigning Lender’s entire Commitment, the assigning
Lender shall retain an interest in the Loans of not less than $5,000,000.00, and (h) such assignee shall be subject to the
terms of any intercreditor agreement among the Lenders and the Agent. Upon execution, delivery, acceptance and recording of such
Assignment and Acceptance Agreement, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed
by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender
hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §18.2, be
released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned
portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1
hereto to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the
assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise
free from influence or control by, the Borrower or any Guarantor and whether such assignee is a Defaulting Lender or an Affiliate
of a Defaulting Lender. In connection with any assignment of rights and obligations of any Defaulting Lender, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment
shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which
may be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of the Borrower
and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender to each of which
the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then
owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund
as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Commitment
Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee
of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Furthermore,
in connection with the syndication of the Loan by Agent and Arranger, the Borrower agree to assist Agent and Arranger actively
in achieving a timely syndication that is reasonably satisfactory to the Borrower, Agent and Arranger, such assistance to include,
among other things, (i) direct contact during the syndication between the Borrower’s senior officers, representatives
and advisors, on the one hand, and prospective Lenders, on the other hand at such times and places as Agent or Arranger may reasonably
request, (ii) providing to Agent and Arranger all financial and other information with respect to the Borrower and the transactions
contemplated hereunder that Agent or Arranger may reasonably request, including but not limited to financial projections relating
to the foregoing, and (iii) assistance in the preparation of a confidential information memorandum and other marketing materials
to be used in connection with the syndication.


 


§18.2     
Register. The Agent shall maintain on behalf of the Borrower a copy of each assignment delivered to it and a register
or similar list (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment Percentages
of and principal amount of the Loans owing to the Lenders from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and the Borrower, the Guarantors, the Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection
by the Borrower and the Lenders at any reasonable time and from time to time upon reasonable prior notice. Upon each such recordation,
the assigning Lender agrees to pay to the Agent a registration fee in the sum of $5,000.00.


 



    	101



     

    




§18.3     
New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment,
together with each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within
five (5) Business Days after receipt of notice of such assignment from Agent, the Borrower, at its own expense, shall execute
and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such assignee in an amount equal to
the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained
some portion of its obligations hereunder, a new Note to the order of the assigning Lender in an amount equal to the amount retained
by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal
amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and
Acceptance Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be canceled
and returned to the Borrower.


 


§18.4     
Participations. Each Lender may sell participations to one or more Lenders or other entities in all or a portion
of such Lender’s rights and obligations under this Agreement and the other Loan Documents; provided that (a) any
such sale or participation shall not affect the rights and duties of the selling Lender hereunder, (b) such participation
shall not entitle such participant to any rights or privileges under this Agreement or any Loan Documents, including without limitation,
rights granted to the Lenders under §4.8, §4.9 and §4.10, (c) such participation shall not entitle the participant
to the right to approve waivers, amendments or modifications, (d) such participant shall have no direct rights against the
Borrower, (e) such sale is effected in accordance with all applicable laws, and (f) such participant shall not be (i) a
Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by any
of the Borrower or any Guarantor or (ii) a Defaulting Lender or an Affiliate of a Defaulting Lender; provided, however,
such Lender may agree with the participant that it will not, without the consent of the participant, agree to (i) increase,
or extend the term or extend the time or waive any requirement for the reduction or termination of, such Lender’s Commitment,
(ii) extend the date fixed for the payment of principal of or interest on the Loans or portions thereof owing to such Lender
(other than pursuant to an extension of the Revolving Credit Maturity Date pursuant to §2.12), (iii) reduce the amount
of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or (v) release any Guarantor
(except as otherwise permitted under this Agreement). Any Lender which sells a participation shall promptly notify the Agent of
such sale and the identity of the purchaser of such interest.


 


§18.5     
Pledge by Lender. Any Lender may at any time pledge all or any portion of its interest and rights under this Agreement
(including all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under §4 of the Federal Reserve
Act, 12 U.S.C. §341 or to such other Person as the Agent may approve to secure obligations of such lenders. No such pledge
or the enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any of the other Loan Documents.


 


§18.6     
No Assignment by Borrower. The Borrower shall not assign or transfer any of its rights or obligations under this
Agreement without the prior written consent of each of the Lenders.


 



    	102



     

    




§18.7     
Disclosure. Borrower agrees to promptly cooperate with any Lender in connection with any proposed assignment or participation
of all or any portion of its Commitment. The Borrower agrees that in addition to disclosures made in accordance with standard banking
practices any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees or participants and
potential assignees or participants hereunder provided such Persons are advised of the provisions of this §18.7. Each Lender
agrees for itself that it shall use reasonable efforts in accordance with its customary procedures to hold confidential all non-public
information obtained from Parent, Borrower or any other Guarantor that has been identified verbally or in writing as confidential
by any of them, and shall use reasonable efforts in accordance with its customary procedures to not disclose such information to
any other Person, it being understood and agreed that, notwithstanding the foregoing, a Lender may make (a) disclosures to
its participants (provided such Persons are advised of the provisions of this §18.7), (b) disclosures to its directors,
officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors of such Lender (provided
that such Persons who are not employees of such Lender are advised of the provision of this §18.7), (c) disclosures customarily
provided or reasonably required by any potential or actual bona fide assignee, transferee or participant or their respective directors,
officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential
or actual assignment or transfer by such Lender of any Loans or any participations therein (provided such Persons are advised of
the provisions of this §18.7), (d) disclosures to bank regulatory authorities or self-regulatory bodies with jurisdiction
over such Lender, or (e) disclosures required or requested by any other governmental authority or representative thereof or
pursuant to legal process; provided that, unless specifically prohibited by applicable law or court order, each Lender shall notify
Borrower of any request by any governmental authority or representative thereof prior to disclosure (other than any such request
in connection with any examination of such Lender by such government authority) for disclosure of any such non-public information
prior to disclosure of such information. Non-public information shall not include any information which is or subsequently becomes
publicly available other than as a result of a disclosure of such information by a Lender, or prior to the delivery to such Lender
is within the possession of such Lender if such information is not known by such Lender to be subject to another confidentiality
agreement with or other obligations of secrecy to Parent, the Borrower or the other Guarantors, or is disclosed with the prior
approval of Borrower. Nothing herein shall prohibit the disclosure of non-public information to the extent necessary to enforce
the Loan Documents.


 


§18.8     
Amendments to Loan Documents. Upon any such assignment or participation, the Borrower and the Guarantors shall, upon
the request of the Agent, enter into such documents as may be reasonably required by the Agent to modify the Loan Documents to
reflect such assignment or participation.


 



    	103



     

    




§18.9     
Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made
to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the
Lenders (any such non-consenting Lender shall hereafter be referred to as the “Non-Consenting Lender”), then, within
sixty (60) Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting Lender, the Borrower
shall have the right as to such Non-Consenting Lender, to be exercised by delivery of written notice delivered to the Agent and
the Non-Consenting Lender within sixty (60) Business Days of receipt of such notice, to elect to cause the Non-Consenting Lender
to transfer its Commitment. The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right,
but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the
Non-Consenting Lender (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders
in such proportion as approved by the Agent). In the event that the Lenders do not elect to acquire all of the Non-Consenting Lender’s
Commitment, then the Agent shall endeavor to find a new Lender or Lenders to acquire such remaining Commitment. Upon any such purchase
of the Commitment of the Non-Consenting Lender, the Non-Consenting Lender’s interests in the Obligations and its rights and
obligations hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Lender shall
promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including,
without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit G and such Non-Consenting
Lender’s original Note. The purchase price for the Non-Consenting Lender’s Commitment shall equal any and all amounts
outstanding and owed by the Borrower to the Non-Consenting Lender, including principal and all accrued and unpaid interest or fees,
plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Lender if the Loans were to
be repaid in full on the date of such purchase of the Non-Consenting Lender’s Commitment (provided that the Borrower may
pay to such Non-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).


 


§18.10 
Titled Agents. The Titled Agents shall not have any additional rights or obligations under the Loan Documents, except
for those rights, if any, as a Lender.


 


§19.         
NOTICES.


 


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


 


	 	
        If to the Agent or KeyBank:

         

        KeyBank National Association

        4910 Tiedeman Road, 3rd Floor

        Brooklyn, Ohio 44144

        Mail Code: OH-01-51-0311

        Attn: Rosemarie Borrelli
	 



 



    	104



     

    




	 	
        With a copy to:

         

        KeyBank National Association

        127 Public Square, 8th Floor

        Cleveland, Ohio 44114

        Attn: Mr. Jason Weaver

        Telecopy No.: (216) 689-4997
	 
	 	
         

        and

         

        Dentons US LLP

        Suite 5300

        303 Peachtree Street, N.E.

        Atlanta, Georgia 30308

        Attn: William F. Timmons, Esq.

        Telecopy No.: (404) 527-4198
	 
	 	
         

        If to the Borrower:

         

        Gladstone Commercial Limited Partnership

        1521 Westbranch Drive

        Suite 200

        McLean, Virginia 22102

        Attn: Danielle Jones

        Telecopy No.: (703) 287-5901
	 
	 	
         

        With a copy to:

         

        Dickstein Shapiro LLP

        1825 Eye Street, NW

        Washington, D.C. 20006

        Attn: Jason R. Eig
	 


 


to any other Lender which is a party hereto,
at the address for such Lender set forth on its signature page hereto, and to any Lender which may hereafter become a party to
this Agreement, at such address as may be designated by such Lender. Each Notice shall be effective upon being personally delivered
or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid, or if transmitted by telegraph,
telecopy, telefax or telex is permitted, upon being sent and confirmation of receipt. The time period in which a response to such
Notice must be given or any action taken with respect thereto (if any), however, shall commence to run from the date of receipt
if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business
Days following such deposit or the date of receipt as disclosed on the return receipt. Rejection or other refusal to accept or
the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of the Notice sent.
By giving at least fifteen (15) days prior Notice thereof, the Borrower, a Lender or Agent shall have the right from time to time
and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify
as its address any other address within the United States of America.


 



    	105



     

    




§20.         
RELATIONSHIP.


 


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


 


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


 


THIS AGREEMENT AND
EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN OR THEREIN, SHALL, PURSUANT TO NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE BORROWER AGREES THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE
OF NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN). THE BORROWER FURTHER ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF SUCH COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLY (i) AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY WITH RESPECT TO THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AND (ii) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT FORUM. THE BORROWER
FURTHER AGREES THAT SERVICE OF PROCESS IN ANY SUCH SUIT MAY BE MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19
HEREOF. IN ADDITION TO THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT OR ANY LENDER MAY BRING
ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY ASSETS OF BORROWER OR ANY GUARANTOR EXIST AND THE BORROWER CONSENTS
TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL
AT THE ADDRESS SPECIFIED IN SECTION 19 HEREOF.


 


§22.         
HEADINGS.


 


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


 



    	106



     

    




§23.         
COUNTERPARTS.


 


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


 


§24.         
ENTIRE AGREEMENT, ETC.


 


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


 


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


 


EACH OF THE BORROWER,
PARENT, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR
THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER
IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR
ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH OF THE BORROWER AND PARENT (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS
AND CERTIFICATIONS CONTAINED IN THIS §25. EACH OF THE BORROWER AND PARENT ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW
THIS §25 WITH LEGAL COUNSEL AND THAT EACH OF THE BORROWER AND PARENT AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY
ACT.


 


§26.         
DEALINGS WITH THE BORROWER.


 


The Agent, the Lenders
and their affiliates may accept deposits from, extend credit to, invest in, act as trustee under indentures of, serve as financial
advisor of, and generally engage in any kind of banking, trust or other business with the Borrower, the Guarantors and their respective
Subsidiaries or any of their Affiliates regardless of the capacity of the Agent or the Lender hereunder. The Lenders acknowledge
that, pursuant to such activities, KeyBank or its Affiliates may receive information regarding such Persons (including information
that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation
to provide such information to them.


 



    	107



     

    




§27.         
CONSENTS, AMENDMENTS, WAIVERS, ETC.


 


Except as otherwise
expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given, and any term
of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance
by the Borrower or the Guarantors of any terms of this Agreement or such other instrument or the continuance of any Default or
Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but
only with, the written consent of the Required Lenders. Notwithstanding the foregoing, none of the following may occur without
the written consent of each Lender: (a) a reduction in the rate of interest on the Notes; (b) an increase in the amount
of the Commitments of the Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver
of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a change in the amount
of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest
on the Loan; (f) an extension of the Revolving Credit Maturity Date (except as provided in §2.12) or Term Loan Maturity
Date, as applicable; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the
release of the Borrower or any Guarantor except as otherwise provided in this Agreement; (i) an amendment of the definition
of Required Lenders or Required Revolving Credit Lenders or of any requirement for consent by all of the Lenders; (j) any
modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than
based on its Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement
or the Loan Documents which requires the approval of all of the Lenders, the Required Lenders or the Required Revolving Credit
Lenders to require a lesser number of Lenders to approve such action. Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent
which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable
Lenders other than Defaulting Lenders) except that the Commitment of any Defaulting Lender may not be increased without the consent
of such Lender. The provisions of §14 may not be amended without the written consent of the Agent. There shall be no amendment,
modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing
Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably
may be requested by KeyBank in connection with the syndication of the Loan, provided that no such amendment or modification
materially affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation
not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent
or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand
upon any of the Borrower or the Guarantors shall entitle the Borrower or any Guarantor to other or further notice or demand in
similar or other circumstances.


 



    	108



     

    




§28.         
SEVERABILITY.


 


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


 


§29.         
TIME OF THE ESSENCE.


 


Time is of the essence
with respect to each and every covenant, agreement and obligation of the Borrower and the Guarantors under this Agreement and the
other Loan Documents.


 


§30.         
NO UNWRITTEN AGREEMENTS.


 


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


 


§31.         
REPLACEMENT NOTES.


 


Upon receipt of evidence
reasonably satisfactory to Borrower of the loss, theft, destruction or mutilation of any Note, and in the case of any such loss,
theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to Borrower or, in the case of any such mutilation,
upon surrender and cancellation of the applicable Note, Borrower will execute and deliver, in lieu thereof, a replacement Note,
identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution
and delivery all references in the Loan Documents to such Note shall be deemed to refer to such replacement Note.


 


§32.         
NO THIRD PARTIES BENEFITED.


 


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


 



    	109



     

    




§33.         
PATRIOT ACT.


 


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


 


[SIGNATURES BEGIN ON FOLLOWING PAGE]


 


 


 


 






    	110



     

    

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


 








	 	BORROWER:



	 	 	 	 
	 	GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership



	 	 	 	 
	 	By:	GCLP Business Trust II, a Massachusetts business trust, its sole general partner
	 	 	 	 
	 	 	By:	 
	 	 	Name:	Danielle
        Jones
	 	 	Title:	Trustee
	 	 	 	 
	 	 	By:	 
	 	 	Name	Robert
        Cutlip
	 	 	Title:	Trustee
	 	 	 	 
	 	 	 	(SEAL)
	 	 	 	 
	 	PARENT:
	 	 	 	 
	 	GLADSTONE COMMERCIAL CORPORATION, a Maryland corporation
	 	 	 	 
	 	By:	 
	 	Name:	Danielle Jones
	 	Title:	Chief Financial Officer




	 	 	 	 
	 	 	 	(SEAL)



 


 


 


 


[Signatures Continued on Next Page]


 



    
KeyBank/Gladstone – Signature Page to First Amended and Restated Credit Agreement



     

    

 


	 	LENDERS:
	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, individually
        and as Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 
	 	Address for Notices: See §19.
	 	 	 	 






 


 


 


[Signatures Continued on Next Page]


 


 


 


 


 



    
KeyBank/Gladstone – Signature Page to First Amended and Restated Credit Agreement



     

    

 





	 	COMERICA BANK
	 	 	 	 
	 	By:	 
	 	Name:	 Michael T. Shea
	 	Title: 	Vice President
	 	 	 	 
	 	Address for Notices:

                     

                    Comerica Bank


3351 Hamlin Road, MC2390


Auburn Hills, Michigan 48326


Attention: Michael T. Shea


Telephone: 248-371-6313


Facsimile: 248-371-7920


	 	 	 	 




 


[Signatures Continued on Next Page]


 


 


 


 


 






    
KeyBank/Gladstone – Signature Page to First Amended and Restated Credit Agreement



     

    




	 	FIFTH THIRD BANK, an Ohio
banking corporation
	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 
	 	Address for Notices:

                     

                    Fifth Third Bank


222 S. Riverside Plaza, MD: GRVR3A


Chicago, Illinois 60606


Attention: Casey Gehrig, Vice
President


Telephone: 312-704-6206


Facsimile: 312-704-7364


	 	 	 	 



 








[Signatures Continued on Next Page]


 


 


 


 


 






    
KeyBank/Gladstone – Signature Page to First Amended and Restated Credit Agreement



     

    




	 	THE HUNTINGTON NATIONAL BANK
	 	 	 	 
	 	By:	 
	 	Name:	 Lisa M. Mahoney
	 	Title: 	Assistant Vice President
	 	 	 	 
	 	Address for Notices:


 


The Huntington National Bank


200 Public Square, CM-17


Cleveland, Ohio 44114


Attention: Scott Childs


Telephone: 216-480-2963


Facsimile: 216-515-6529



	 	 	 	 



 


 


[Signatures Continued on Next Page]


 


 


 


 


 






    
KeyBank/Gladstone – Signature Page to First Amended and Restated Credit Agreement



     

    




	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 
	 	By:	 
	 	Name: 	Jeffrey Geifman
	 	Title: 	Senior Vice President
	 	 	 	 
	 	Address for Notices:

                     

                    U.S. Bank National Association


1650 Tysons Boulevard, Suite 250


McLean, Virginia 22102


Attention: Ronald Briggs, ARM


Telephone: 703-442-1380


Facsimile: 703-442-5495


	 	 	 	 






 



 


 






    
KeyBank/Gladstone – Signature Page to First Amended and Restated Credit Agreement



     

    

EXHIBIT A-1


 


FORM OF [AMENDED AND RESTATED] REVOLVING
CREDIT NOTE


 


	$______________	_____________ ___, 2015


FOR VALUE RECEIVED,
the undersigned, GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership (“Maker”), hereby promises
to pay to __________________________________ (“Payee”), or order, in accordance with the terms of that certain First
Amended and Restated Credit Agreement, dated as of October 5, 2015, as from time to time in effect, by and among Maker, Gladstone
Commercial Corporation, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time
named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date,
the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement
as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal
amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be
equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue
principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided
in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest
shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein
and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.


 


Payments hereunder
shall be made to the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as Agent may
designate from time to time.


 


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


 


Notwithstanding anything
in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing
or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration
of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed
the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable
to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by
applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction
of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest
exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned
Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker
(including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the
maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and
the Lenders and the Agent.


 



    	A-1 - Page 1



     

    




In case an Event of
Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with
the effect provided in said Credit Agreement.


 


This Note shall, pursuant
to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York.


 


[This Note and certain
other Notes being executed contemporaneously herewith are delivered in amendment and restatement of the “Revolving Credit
Notes” as such term is defined in the Original Credit Agreement.][1]


 


The undersigned Maker
and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness
evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with
the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement,
and assent to extensions of time of payment or forbearance or other indulgence without notice.


 


 


 


[Signatures Appear
on Next Page]


 


 


 





[1]
To be included for notes issued on the Closing Date to the existing Lenders under the Original Credit Agreement.



    	A-1 - Page 2



     

    




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


 


	 	 	 	 	 
	 	GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership



	 	 	 	 	 
	 	By:	GCLP Business Trust II, a Massachusetts business trust, its sole general partner
	 	 	 	 	 
	 	 	By:		 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	By:		 
	 	 	 	Name	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	 	(SEAL)



 


 


 


 






    	A-1 - Page 3



     

    

EXHIBIT A-2


 


Form
of Term Loan Note


 


FOR VALUE RECEIVED,
the undersigned, GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership (“Maker”), hereby promises
to pay to __________________________________ (“Payee”), or order, in accordance with the terms of that certain First
Amended and Restated Credit Agreement, dated as of October 5, 2015, as from time to time in effect, by and among Maker, Gladstone
Commercial Corporation, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time
named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Term Loan Maturity Date, the
principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as
a Term Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof
from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the
rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and,
to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit
Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be
paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in the Credit Agreement.


 


Payments hereunder
shall be made to the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as Agent may
designate from time to time.


 


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


 


Notwithstanding anything
in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing
or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration
of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed
the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable
to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by
applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction
of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest
exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned
Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker
(including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the
maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and
the Lenders and the Agent.


 



    	A-2 - Page 1



     

    




In case an Event of
Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with
the effect provided in said Credit Agreement.


 


This Note shall, pursuant
to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York.


 


The undersigned Maker
and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness
evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with
the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement,
and assent to extensions of time of payment or forbearance or other indulgence without notice.


 


 


 


[Signatures Appear
on Next Page]


 






    	A-2 - Page 2



     

    

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


 


	 	 	 	 	 
	 	GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership



	 	 	 	 	 
	 	By:	GCLP Business Trust II, a Massachusetts business trust, its sole general partner
	 	 	 	 	 
	 	 	By:		 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	By:		 
	 	 	 	Name	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	 	(SEAL)



 


 


 


 




    	A-2 - Page 3



     

    

EXHIBIT B


 


FORM OF JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT
(“Joinder Agreement”) is executed as of __________________, 20__, by _______________________________, a __________________________
(“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.2 of that certain First
Amended and Restated Credit Agreement dated as of October 5, 2015, as from time to time in effect (the “Credit Agreement”),
by and among Gladstone Commercial Limited Partnership (the “Borrower”), Gladstone Commercial Corporation (“Parent”),
KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not
defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.


 


RECITALS


 


A.Joining Party
is required, pursuant to §5.2 of the Credit Agreement, to become an additional Subsidiary Guarantor under the Guaranty
and the Contribution Agreement.


 


B.Joining Party
expects to realize direct and indirect benefits as a result of the availability to Borrower of the credit facilities under the
Credit Agreement.


 


NOW, THEREFORE, Joining
Party agrees as follows:


 


AGREEMENT


 


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


 


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


 



    	B-1



     

    




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


 


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


 


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


 


6.                 
Counterparts. This Agreement may be executed in any number of counterparts which shall together constitute but one
and the same agreement.


 


7.                 
The effective date (the “Effective Date”) of this Joinder Agreement is ________________, 20__.


 


 


 


[Signatures Appear
on Next Page]


 






    	B-2



     

    

IN WITNESS WHEREOF,
Joining Party has executed this Joinder Agreement under seal as of the day and year first above written.


 





	 	“JOINING PARTY”
	 	 	, a	 
	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:
    	 
	 	 	 	 	 
	 	[SEAL]
	 	 	 	 	 
	ACKNOWLEDGED:	 	 	 	 
	 	 	 	 	 
	KEYBANK NATIONAL ASSOCIATION, as Agent	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 	 	 
	Its:	 	 	 	 	 	 
	 	[Printed Name and Title]	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 



 
















    	B-3



     

    

EXHIBIT C


 


FORM OF REQUEST FOR LOAN


 


KeyBank National Association, as Agent


4910 Tiedeman Road, 3rd Floor


Brooklyn, Ohio 44144


Mail Code: OH-01-51-0311


Attn: Rosemarie M. Borrelli


 


Ladies and Gentlemen:


 


Pursuant to the provisions
of §2.7 of that certain First Amended and Restated Credit Agreement dated as of October 5, 2015, as from time to time in effect
(the “Credit Agreement”), by and among Gladstone Commercial Limited Partnership (the “Borrower”), Gladstone
Commercial Corporation, KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto,
the undersigned Borrower hereby requests and certifies as follows:


 


1.                 
Loan. The undersigned Borrower hereby requests a Revolving Credit Loan under §2.1 of the Credit Agreement:


 


	 	
        Principal Amount: $__________

        Type (LIBOR Rate, Base Rate):

        Drawdown Date:

        Interest Period for Revolving Credit LIBOR
        Rate Loans:
	 


 


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


 


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


 


3.                 
No Default. The undersigned Authorized Officer certifies that the Borrower and the Guarantors are and will be in
compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby and no Default
or Event of Default has occurred and is continuing. Attached hereto is a Unencumbered Asset Certificate setting forth a calculation
of the Unencumbered Asset Availability after giving effect to the Loan requested hereby. No condemnation proceedings are pending
or, to the undersigned knowledge, threatened against any Subject Property.


 


4.                 
Representations True. The undersigned Authorized Officer certifies, represents and agrees that each of the representations
and warranties made by or on behalf of the Borrower, the Guarantors or their respective Subsidiaries, contained in the Credit Agreement,
in the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement was
true in all material respects as of the date on which it was made and, is true in all material respects as of the date hereof and
shall also be true at and as of the Drawdown Date for the Loan requested hereby, with the same effect as if made at and as of such
Drawdown Date, except that any representation or warranty which by its terms is made as of a specified date shall be required to
be true and correct only as of such specified date, and except to the extent of any changes resulting from transactions permitted
by this Agreement.


 



    	C-1



     

    




5.                 
Other Conditions. The undersigned Authorized Officer certifies, represents and agrees that all other conditions to
the making of the Loan requested hereby set forth in the Credit Agreement have been satisfied.


 


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


 


 


 


[Signatures Appear
on Next Page]


 






    	C-2



     

    

IN WITNESS WHEREOF,
the undersigned has duly executed this request this _____ day of _____________, 20__.


 





	 	 	 	 	 
	 	GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership



	 	 	 	 	 
	 	By:	GCLP Business Trust II, a Massachusetts business trust, its sole general partner
	 	 	 	 	 
	 	 	By:		 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	By:		 
	 	 	 	Name	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	 	(SEAL)


 


 


 






    	C-3



     

    

EXHIBIT D


 


FORM OF LETTER OF CREDIT REQUEST


 


[DATE]


 


KeyBank National Association, as Agent


4910 Tiedeman Road, 3rd Floor


Brooklyn, Ohio 44144


Mail Code: OH-01-51-0311


Attn: Rosemarie M. Borrelli


 


		Re:	Letter of Credit Request under First Amended and Restated Credit Agreement dated as of October
5, 2015



 


Ladies and Gentlemen:


 


Pursuant to §2.10
of that certain First Amended and Restated Credit Agreement dated as of October 5, 2015, as from time to time in effect, by
and among you, certain other Lenders, Gladstone Commercial Corporation and us (the “Credit Agreement”), we hereby request
that you issue a Letter of Credit as follows:


 


		(i)	Name and address of beneficiary:



		(ii)	Face amount: $



		(iii)	Proposed Issuance Date:



		(iv)	Proposed Expiration Date:



		(v)	Other terms and conditions as set forth in the proposed form of Letter of Credit attached hereto.



		(vi)	Purpose of Letter of Credit:



 


This Letter of Credit
Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions and provisions
set forth in §2.10 of the Credit Agreement.


 


The undersigned Authorized
Officer certifies that the Borrower and the Guarantors are and will be in compliance with all covenants under the Loan Documents
after giving effect to the issuance of the Letter of Credit requested hereby and no Default or Event of Default has occurred and
is continuing. Attached hereto is a Unencumbered Asset Certificate setting forth a calculation of the Unencumbered Asset Availability
after giving effect to the Letter of Credit requested hereby. No condemnation proceedings are pending or, to the undersigned knowledge,
threatened against any Subject Property.


 


We also understand
that if you grant this request this request obligates us to accept the requested Letter of Credit and pay the issuance fee and
Letter of Credit fee as required by §2.10(e). All capitalized terms defined in the Credit Agreement and used herein without
definition shall have the meanings set forth in §1.1 of the Credit Agreement.


 



    	D-1



     

    




The undersigned Authorized
Officer certifies, represents and agrees that each of the representations and warranties made by or on behalf of the Borrower,
the Guarantors or their respective Subsidiaries, contained in the Credit Agreement, in the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with the Credit Agreement was true in all material respects as of the date
on which it was made, is true as of the date hereof and shall also be true at and as of the proposed issuance date of the Letter
of Credit requested hereby, with the same effect as if made at and as of the proposed issuance date, except that any representation
or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified
date, and except to the extent of any changes resulting from transactions permitted by this Agreement.





 





	 	Very truly yours,
	 	 	 	 	 
	 	GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership



	 	 	 	 	 
	 	By:	GCLP Business Trust II, a Massachusetts business trust, its sole general partner
	 	 	 	 	 
	 	 	By:		 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	By:		 
	 	 	 	Name	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	 	(SEAL)


 


 


 


 






    	D-2



     

    

EXHIBIT E


 


FORM OF UNENCUMBERED ASSETS CERTIFICATE


 


KeyBank National Association, as Agent


127 Public Square


Cleveland, Ohio 44114-1306


Attention: Jason Weaver


 


Ladies and Gentlemen:


 


Reference is made to
that certain First Amended and Restated Credit Agreement dated as of October 5, 2015, as from time to time in effect (the “Credit
Agreement”) by and among Gladstone Commercial Limited Partnership (the “Borrower”), Gladstone Commercial Corporation
(“Parent”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto.
Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


Pursuant to the Credit
Agreement, Parent is furnishing to you herewith the Unencumbered Asset Certificate. This certificate is submitted in compliance
with requirements of the Credit Agreement.


 


The undersigned is
providing the attached information to demonstrate compliance as of the date hereof with the covenants described in the attachment
hereto.


 


IN WITNESS WHEREOF,
the undersigned have duly executed this Unencumbered Asset Certificate this _____ day of ___________, 20__.


 





	 	 	 	 
	 	GLADSTONE COMMERCIAL CORPORATION,
	 	a Maryland corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 
	 	 	 	 







 


 






    	E-1



     

    

[APPENDIX TO UNENCUMBERED ASSET CERTIFICATE]


 


(See Attached)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	E-2



     

    











    	E-3



     

    











    	E-4



     

    

EXHIBIT F


 


FORM OF COMPLIANCE CERTIFICATE


 


KeyBank National Association, as Agent


127 Public Square


Cleveland, Ohio 44114-1306


Attn: Jason Weaver


 


Ladies and Gentlemen:


 


Reference is made to
that certain First Amended and Restated Credit Agreement dated as of October 5, 2015, as from time to time in effect (the “Credit
Agreement”) by and among Gladstone Commercial Limited Partnership (the “Borrower”), Gladstone Commercial Corporation
(“Parent”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto.
Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


Pursuant to the Credit
Agreement, Parent is furnishing to you herewith (or have most recently furnished to you) the consolidated financial statement of
Parent for the fiscal period ended _______________ (the “Balance Sheet Date”). Such financial statements have been
prepared in accordance with GAAP and present fairly the consolidated financial position of Parent at the date thereof and the results
of its operations for the periods covered thereby, subject in the case of interim statements only to normal year-end audit adjustments.


 


This certificate is
submitted in compliance with requirements of §2.11(d), §7.4(c) or §10.12 of the Credit Agreement. If this certificate
is provided under a provision other than §7.4(c), the calculations provided below are made using the consolidated financial
statement of Parent as of the Balance Sheet Date adjusted in the good faith estimate of Borrower to give effect to the making of
a Loan, issuance of a Letter of Credit, acquisition or disposition of property or other event that occasions the preparation of
this certificate; and the nature of such event and the estimate of Borrower of its effects are set forth in reasonable detail in
an attachment hereto. The undersigned officer is the chief financial officer or chief accounting officer of Parent.


 


The undersigned representative
has caused the provisions of the Loan Documents to be reviewed and have no knowledge of any existing Default or Event of Default.
(Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify
the Default or Event of Default, the nature thereof and the actions taken, being taken or proposed to be taken by the Borrower
with respect thereto.)


 


The undersigned is
providing the attached information to demonstrate compliance as of the date hereof with the covenants described in the attachment
hereto.


 


[Signatures Appear
on Next Page]


 






    	F-1



     

    

IN WITNESS WHEREOF,
the undersigned have duly executed this Compliance Certificate this _____ day of ___________, 20__.


 


 





	 	 	 	 
	 	GLADSTONE COMMERCIAL CORPORATION,
	 	a Maryland corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 
	 	 	 	 


 


 


 


 






    	F-2



     

    

 


APPENDIX TO COMPLIANCE CERTIFICATE


 


(See Attached)


 


 


 


 


 


 


 


 


 


 


 


 


 






    	F-3



     

    








    	F-4



     

    

 









    	F-5



     

    







 






    	F-6



     

    

EXHIBIT G


 


FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT


 


THIS ASSIGNMENT
AND ACCEPTANCE AGREEMENT (this “Agreement”) dated ____________________, by and between ____________________________
(“Assignor”), and ____________________________ (“Assignee”).


 


W I T N E S S E T H:


 


WHEREAS, Assignor
is a party to that certain First Amended and Restated Credit Agreement, dated as of October 5, 2015, as from time to time in effect,
by and among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), Gladstone
Commercial Corporation, the other lenders that are or may become a party thereto, and KEYBANK NATIONAL ASSOCIATION, individually
and as Agent (the “Loan Agreement”); and


 


WHEREAS, Assignor
desires to transfer to Assignee [Describe assigned Commitment] under the Loan Agreement and its rights with respect to the
Commitment assigned and its Outstanding Loans with respect thereto;


 


NOW, THEREFORE,
for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:


 


1.                 
Definitions. Terms defined in the Loan Agreement and used herein without definition shall have the respective meanings
assigned to such terms in the Loan Agreement.


 


2.                 
Assignment.


 


(a)               
Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by Assignee to Assignor
pursuant to Paragraph 5 of this Agreement, effective as of the “Assignment Date” (as defined in Paragraph 7
below), Assignor hereby irrevocably sells, transfers and assigns to Assignee, without recourse, a portion of its [Revolving Credit]
[Term Loan] Note in the amount of $_______________ representing a $_______________ [Revolving Credit] [Term Loan] Commitment, and
a _________________ percent (_____%) [Revolving Credit] [Term Loan] Commitment Percentage, and a corresponding interest in and
to all of the other rights and obligations under the Loan Agreement and the other Loan Documents relating thereto (the assigned
interests being hereinafter referred to as the “Assigned Interests”), including Assignor’s share of all outstanding
[Revolving Credit] [Term] Loans with respect to the Assigned Interests and the right to receive interest and principal on and all
other fees and amounts with respect to the Assigned Interests, all from and after the Assignment Date, all as if Assignee were
an original Lender under and signatory to the Loan Agreement having a [Revolving Credit] [Term Loan] Commitment Percentage equal
to the amount of the respective Assigned Interests.


 



    	G-1



     

    




(b)              
Assignee, subject to the terms and conditions hereof, hereby assumes all obligations of Assignor with respect to the Assigned
Interests from and after the Assignment Date as if Assignee were an original Lender under and signatory to the Loan Agreement and
the “Intercreditor Agreement” (as hereinafter defined), which obligations shall include, but shall not be limited to,
the obligation to make [Revolving Credit] [Term] Loans to the Borrower with respect to the Assigned Interests and to indemnify
the Agent as provided therein (such obligations, together with all other obligations set forth in the Loan Agreement and the other
Loan Documents are hereinafter collectively referred to as the “Assigned Obligations”). Assignor shall have no further
duties or obligations with respect to, and shall have no further interest in, the Assigned Obligations or the Assigned Interests.


 


3.                 
Representations and Requests of Assignor.


 


(a)               
Assignor represents and warrants to Assignee (i) that it is legally authorized to, and has full power and authority
to, enter into this Agreement and perform its obligations under this Agreement; (ii) that as of the date hereof, before giving
effect to the assignment contemplated hereby the principal face amount of Assignor’s [Revolving Credit] [Term Loan] Note
is $____________ and the aggregate outstanding principal balance of the [Revolving Credit] [Term] Loans made by it equals $_______,
and (iii) that it has forwarded to the Agent the [Revolving Credit] [Term Loan] Note held by Assignor. Assignor makes no representation
or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made
in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness or sufficiency of
any Loan Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability
of the Loans, the continued solvency of the Borrower or the Guarantors or the continued existence, sufficiency or value of any
assets of the Borrower or the Guarantors which may be realized upon for the repayment of the Loans, or the performance or observance
by the Borrower or the Guarantors of any of their respective obligations under the Loan Documents to which it is a party or any
other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal
and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free
and clear of any adverse claim.


 


(b)              
Assignor requests that the Agent obtain replacement Revolving Credit Notes or Term Loan Notes, as applicable, for each of
Assignor and Assignee as provided in the Credit Agreement.


 


4.                 
Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the
representations, warranties and covenants of a Lender under Articles 14 and 18 of the Loan Agreement. Without limiting the
foregoing, Assignee (a) represents and warrants that it is legally authorized to, and has full power and authority to, enter
into this Agreement and perform its obligations under this Agreement; (b) confirms that it has received copies of such documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees
that it has and will, independently and without reliance upon Assignor, any other Lender or the Agent and based upon such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the
Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the assets of the Borrower and the Guarantors,
and taking or not taking action under the Loan Documents and any intercreditor agreement among the Lenders and the Agent (the “Intercreditor
Agreement”); (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers
as are reasonably incidental thereto pursuant to the terms of the Loan Documents and the Intercreditor Agreement; (e) agrees
that, by this Assignment, Assignee has become a party to and will perform in accordance with their terms all the obligations which
by the terms of the Loan Documents and the Intercreditor Agreement are required to be performed by it as a Lender; (f) represents
and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from
influence or control by, the Borrower or any Guarantor and is not a Defaulting Lender or an Affiliate of a Defaulting Lender, (g) represents
and warrants that Assignee is subject to control, regulation or examination by a state or federal regulatory agency, (h) agrees
that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date
hereof delivered to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any
United States federal income taxes and (i) Assignee has a net worth or unfunded commitments as of the date hereof of not less
than $100,000,000.00 unless waived in writing by Borrower and Agent as required by the Credit Agreement. Assignee agrees that Borrower
may rely on the representation contained in Section 4(i).


 



    	G-2



     

    




5.                 
Payments to Assignor. In consideration of the assignment made pursuant to Paragraph 1 of this Agreement, Assignee
agrees to pay to Assignor on the Assignment Date, an amount equal to $____________ representing the aggregate principal amount
outstanding of the [Revolving Credit] [Term] Loans owing to Assignor under the Loan Agreement and the other Loan Documents with
respect to the Assigned Interests.


 


6.                 
Payments by Assignor. Assignor agrees to pay the Agent on the Assignment Date the registration fee required by §18.2
of the Loan Agreement.


 


7.                 
Effectiveness.


 


(a)               
The effective date for this Agreement shall be _______________ (the “Assignment Date”). Following the execution
of this Agreement, each party hereto shall deliver its duly executed counterpart hereof to the Agent for acceptance and recording
in the Register by the Agent.


 


(b)              
Upon such acceptance and recording and from and after the Assignment Date, (i) Assignee shall be a party to the Loan
Agreement and the Intercreditor Agreement and, to the extent of the Assigned Interests, have the rights and obligations of a Lender
thereunder, and (ii) Assignor shall, with respect to the Assigned Interests, relinquish its rights and be released from its
obligations under the Loan Agreement and the Intercreditor Agreement.


 


(c)               
Upon such acceptance and recording and from and after the Assignment Date, the Agent shall make all payments in respect
of the rights and interests assigned hereby accruing after the Assignment Date (including payments of principal, interest, fees
and other amounts) to Assignee.


 



    	G-3



     

    




(d)              
All outstanding LIBOR Rate Loans shall continue in effect for the remainder of their applicable Interest Periods and Assignee
shall accept the currently effective interest rates on its Assigned Interest of each LIBOR Rate Loan.


 


8.                 
Notices. Assignee specifies as its address for notices and its Lending Office for all assigned Loans, the offices
set forth below:


 








	 	Notice Address:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Attn:	 	 
	 	 	Facsimile:	 
	 	 	 
	 	Domestic Lending Office:	Same as above
	 	Eurodollar Lending Office:	Same as above



 


		


9.                 
Payment Instructions. All payments to Assignee under the Loan Agreement shall be made as provided in the Loan Agreement
in accordance with the separate instructions delivered to Agent.


 


10.             
Governing Law. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT FOR ALL PURPOSES AND TO BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS).


 


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


 


12.             
Amendments. This Agreement may not be amended, modified or terminated except by an agreement in writing signed by
Assignor and Assignee, and consented to by Agent.


 


13.             
Successors. This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns
as permitted by the terms of Loan Agreement and the Intercreditor Agreement.


 


[signatures on following page]


 






    	G-4



     

    

IN WITNESS WHEREOF,
intending to be legally bound, each of the undersigned has caused this Agreement to be executed on its behalf by its officers thereunto
duly authorized, as of the date first above written.





 


 


	 	ASSIGNEE:
	 	 	 	 
	 	By:	 
	 	Title:
    	 
	 	 	 
	 	ASSIGNOR:
	 	 	 
	 	By:	 
	 	Title:	 
	 	 	 	 	 
	 	 	 	 	 
	RECEIPT ACKNOWLEDGED AND 

ASSIGNMENT
CONSENTED TO BY:	 	 	 	 
	 	 	 	 	 
	KEYBANK NATIONAL ASSOCIATION, as Agent	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 	 	 
	Title:	 	 	 	 	 	 
	 		 	 	 	 
	 	 	 	 	 
	CONSENTED TO BY: 2

	 	 	 	 
	 	 	 	 	 
	GLADSTONE COMMERCIAL LIMITED PARTNERSHIP,

                    a Delaware limited partnership
	 	 	 	 
	 	 	 	 	 
	By:	GCLP Business Trust II, a Massachusetts
        business trust, its sole general partner	 	 	 	 
	 	 	 	 	 	 
	 	By:	 	 	 	 	 	 
	 	Name:	 	 	 	 	 	 
	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	By:	 	 	 	 	 	 
	 	Name:	 	 	 	 	 	 
	 	Title:	 	 	 	 	 	 
	 	 	 	 	 





____________________________













[2]
Insert to extent required by Credit Agreement.


    	G-5



     

    

EXHIBIT H


 


FORM OF LETTER OF CREDIT APPLICATION


 


[see attached]


 


 


 


 


 


 


 


 


 


 


 






    	H-1



     

    




		KeyBank National Association


 


	Application and Agreement for Irrevocable Standby Letter of Credit


 


	
        To: Standby Letter of Credit Services

               4910 Tiedeman, 5th floor

               Cleveland, Ohio 44144

               Mailcode: OH-01-51-0531

               Fax Number: (216) 813-3719

	
         

        Please issue your Irrevocable Letter of
        Credit and notify the Beneficiary no later than       (date) by

         

           Swift
       (Advising Bank Swift Address)          

	   Courier (Contact
    Name)  	(Telephone Number)
	 	 
	Beneficiary: (show full name & complete street address)	Applicant:  (show full name & complete street address)
	 	 
	
         

             

         

             
	
         

             

	
         

             

	
         

             
	
         

             

	
         

        Expiration Date:      
	
         

        Dollar Amount $      
        and currency if other than USD      

	
         

        [  ]Automatic
        Extension Clause                    Days
        Notice:      
	
        (Amount in words):

             

	
         

            
Ultimate Expiration Date:      
	
         

         

	Available by Drafts at sight drawn on you and accompanied by the following documents:
	[  ]	1.	
        Beneficiary’s statement signed by an
        authorized individual of (Beneficiary) certifying “The Principal, (Applicant), has not performed or fulfilled all the undertakings,
        covenants and conditions in accordance with the terms of the agreement dated ___________ 
        between (Applicant) and (Beneficiary)”.

         

	[  ]	2.	
        Beneficiary’s statement signed by an
        authorized individual or (Beneficiary) certifying “We hereby certify that invoices under sales agreement between (Applicant)
        and (Beneficiary) have been submitted for payment and said invoices are past due and payable”.

         

	[  ]	3.	
        Beneficiary’s statement signed by an
        authorized individual of (Beneficiary) certifying “We hereby certify that (Applicant) has failed to honor their contractual
        agreement dated  ___      ______________ between (Applicant) and (Beneficiary) and that payment
        has not been made and is      _____ past due.

         

	[  ]	4.	Beneficiary’s statement signed by one of its authorized individuals certifying that _________________________ (Applicant) was the successful bidder under the Tender No. __________ dated ________________ for supply of _______________ and that _________________________ (Applicant) has withdrawn their bid or failed to enter into contract.
	[  ]	5.	
        Beneficiary’s statement signed by an
        authorized individual reading:

        (Please indicate below the wording that is
        to appear in the statement to be presented.)

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	[  ]	6.	
        No statement or document by the beneficiary
        other than a draft is required to be presented under this Letter of Credit.

         



 


	Partial Drawings:    [  ]  Permitted                   [  ]  Not Permitted	Charges for: [  ] Applicant 	 	 


 


	Special instructions or conditions:
	[  ] Issue per attached sample
	 
	 
	 


 


	Applicant shall keep and maintain Demand Deposit Account No.         at all times.  KeyBank is authorized to debit the Demand Deposit Account or any successor account to pay any amounts which become due by Applicant in connection with the Letter of Credit, including any fees charged to Applicant or the amount of any draw(s) made under the Letter of Credit by the Beneficiary.


 


	This application and agreement are subject to either the current uniform customs and practice for documentary credits established by the International Chamber of Commerce or the current International Standby Practices established by the International Chamber of Commerce, (whichever may be determined to be appropriate by Keycorp Affiliates under the circumstances), and to the terms and conditions set forth in the Letter of Credit Reimbursement and Security Agreement executed by the Applicant.
	
         

        ____________________________________________

        (Customer’s Signature)

              Signer’s
        printed name
	
         

        ___________________________________

        (Customer’s Bank Sign Here –
        

        if other than a Keycorp Affiliate)
	
         

        Date: 
        __________



 


 






    	H-2



     

    

EXHIBIT I-1


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


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


 


Reference is hereby made
to that certain First Amended and Restated Credit Agreement dated as of October 5, 2015, as from time to time in effect (the “Credit
Agreement”), by and among Gladstone Commercial Limited Partnership (the “Borrower”), Gladstone Commercial Corporation,
KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto.


 


Pursuant to the provisions
of Section 4.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled
foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


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


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF LENDER]	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	Date: __________, 20[  ]	 	 



 








    	I-1-1



     

    

EXHIBIT I-2


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


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


 


Reference is hereby made
to that certain First Amended and Restated Credit Agreement dated as of October 5, 2015, as from time to time in effect (the “Credit
Agreement”), by and among Gladstone Commercial Limited Partnership (the “Borrower”), Gladstone Commercial Corporation,
KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto.


 


Pursuant to the provisions
of Section 4.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning
of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower
as described in Section 881(c)(3)(C) of the Code.


 


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


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 








	[NAME OF PARTICIPANT]	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	Date: __________, 20[  ]	 	 


 






    	I-2-1



     

    

EXHIBIT I-3


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


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


 


Reference is hereby made
to that certain First Amended and Restated Credit Agreement dated as of October 5, 2015, as from time to time in effect (the “Credit
Agreement”) by and among Gladstone Commercial Limited Partnership (the “Borrower”), Gladstone Commercial Corporation,
KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto.


 


Pursuant to the provisions
of Section 4.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none
of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


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


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF PARTICIPANT]	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	Date: __________, 20[  ]	 	 


 






    	I-3-1



     

    

EXHIBIT I-4


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


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


 


Reference is hereby made
to that certain First Amended and Restated Credit Agreement dated as of October 5, 2015, as from time to time in effect (the “Credit
Agreement”), by and among Gladstone Commercial Limited Partnership (the “Borrower”), Gladstone Commercial Corporation,
KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto.


 


Pursuant to the provisions
of Section 4.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing
such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document,
neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,
(iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of
the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower
as described in Section 881(c)(3)(C) of the Code.


 


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


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF LENDER]	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	Date: __________, 20[  ]	 	 


 






    	I-4-1



     

    

SCHEDULE 1


 


LENDERS
AND COMMITMENTS


 


REVOLVING CREDIT COMMITMENT


 


	Name and Address	Commitment	Commitment Percentage
	
        KeyBank National Association

        127 Public Square

        Cleveland, Ohio 44114-1306

        Attention: Jason R. Weaver

        Telephone: 216-689-7984

        Facsimile: 216-689-5819

         

        
	$23,000,000.00	27.058823529412%
	LIBOR Lending Office:

Same as Above	 	 
	
        Comerica Bank

        3351 Hamlin Road MC2390

        Auburn Hills, Michigan 48326

        Attention: Michael T. Shea

        Telephone: 248-371-6313

        Facsimile: 248-371-7920

         

        
	$15,500,000.00	18.235294117647%
	LIBOR Lending Office:

Same as Above	 	 
	
        Fifth Third Bank

        222 S. Riverside Plaza, MD: GRVR3A

        Chicago, Illinois 60606

        Attention: Casey Gehrig, Vice President

        Telephone: 312-704-6206

        Facsimile: 312-704-7364

         

        
	$15,500,000.00	18.235294117647%
	LIBOR Lending Office:

Same as Above	 	 
	
        The Huntington National Bank

        200 Public Square, CM-17

        Cleveland, Ohio 44114

        Attention: Scott Childs

        Telephone: 216-480-2963

        Facsimile: 216-515-6529

         

        
	$15,500,000.00	18.235294117647%
	LIBOR Lending Office:

Same as Above	 	 
	
        U.S. Bank National Association

        1650 Tysons Boulevard, Suite 250

        McLean, Virginia 22102

        Attention: Ronald Briggs, ARM

        Telephone: 703-442-1380

        Facsimile: 703-442-5495

         

        
	$15,500,000.00	18.235294117647%
	LIBOR Lending Office:

Same as Above	 	 
	 	 	 
	TOTAL	$85,000,000.00	100.0%


 

















    	Schedule 1 - Page 1



     

    

LENDERS
AND COMMITMENTS


 


TERM LOAN COMMITMENT


 


	Name and Address	Commitment	Commitment Percentage
	
        KeyBank National Association

        127 Public Square

        Cleveland, Ohio 44114-1306

        Attention: Jason R. Weaver

        Telephone: 216-689-7984

        Facsimile: 216-689-5819

         
	$7,000,000.00	28.000000000000%
	LIBOR Lending Office:

Same as Above	 	 
	
        Comerica Bank

        3351 Hamlin Road MC2390

        Auburn Hills, Michigan 48326

        Attention: Michael T. Shea

        Telephone: 248-371-6313

        Facsimile: 248-371-7920

         
	$4,500,000.00	18.000000000000%
	LIBOR Lending Office:

Same as Above	 	 
	
        Fifth Third Bank

        222 S. Riverside Plaza, MD: GRVR3A

        Chicago, Illinois 60606

        Attention: Casey Gehrig, Vice President

        Telephone: 312-704-6206

        Facsimile: 312-704-7364

         
	$4,500,000.00	18.000000000000%
	LIBOR Lending Office:

Same as Above	 	 
	
        The Huntington National Bank

        200 Public Square, CM-17

        Cleveland, Ohio 44114

        Attention: Scott Childs

        Telephone: 216-480-2963

        Facsimile: 216-515-6529

         
	$4,500,000.00	18.000000000000%
	LIBOR Lending Office:

Same as Above	 	 
	
        U.S. Bank National Association

        1650 Tysons Boulevard, Suite 250

        McLean, Virginia 22102

        Attention: Ronald Briggs, ARM

        Telephone: 703-442-1380

        Facsimile: 703-442-5495

         
	$4,500,000.00	18.000000000000%
	LIBOR Lending Office:

Same as Above	 	 
	 	 	 
	TOTAL	$25,000,000.00	100.0%


 























    	Schedule 1 - Page 2



     

    

TOTAL COMMITMENT


 


	Name and Address	Commitment	Commitment Percentage
	
        KeyBank National Association

        127 Public Square

        Cleveland, Ohio 44114-1306

        Attention: Jason R. Weaver

        Telephone: 216-689-7984

        Facsimile: 216-689-5819

         
	$30,000,000.00	27.272727272727%
	LIBOR Lending Office:

Same as Above	 	 
	
        Comerica Bank

        3351 Hamlin Road MC2390

        Auburn Hills, Michigan 48326

        Attention: Michael T. Shea

        Telephone: 248-371-6313

        Facsimile: 248-371-7920

         
	$20,000,000.00	18.181818181818%
	LIBOR Lending Office:

Same as Above	 	 
	
        Fifth Third Bank

        222 S. Riverside Plaza, MD: GRVR3A

        Chicago, Illinois 60606

        Attention: Casey Gehrig, Vice President

        Telephone: 312-704-6206

        Facsimile: 312-704-7364

         
	$20,000,000.00	18.181818181818%
	LIBOR Lending Office:

Same as Above	 	 
	
        The Huntington National Bank

        200 Public Square, CM-17

        Cleveland, Ohio 44114

        Attention: Scott Childs

        Telephone: 216-480-6529

        Facsimile: 888-987-9315

         
	$20,000,000.00	18.181818181818%
	LIBOR Lending Office:

Same as Above	 	 
	
        U.S. Bank National Association

        1650 Tysons Boulevard, Suite 250

        McLean, Virginia 22102

        Attention: Ronald Briggs, ARM

        Telephone: 703-442-1380

        Facsimile: 703-442-5495

         
	$20,000,000.00	18.181818181818%
	LIBOR Lending Office:

Same as Above	 	 
	 	 	 
	TOTAL	$110,000,000.00	100.0%


 


If more than one Lender, percentages may not
equal 100% due to rounding.

















    	Schedule 1 - Page 3



     

    

SCHEDULE 1.2


 


SUBJECT PROPERTIES


 


	Owner Name	County(ies)/State(s)	Property Street Address(es)
	AL13 Brookwood LLC	Tuscaloosa County, AL	17499 Brookwood Parkway, Vance
	CMS06-3 LLC	
        Jefferson
        County, AL

         

        

        Montgomery
        County, AL

         

        

        Boone
        County, MO

         
	
        2200 &
        2190 Pinson Valley Parkway, Birmingham

         

        2325 West
        Fairview Avenue, Montgomery

         

        5221 North
        Highway 763, Columbia

         

	EI07 Tewksbury MA LLC	Middlesex County, MA	544 Clark Road, Tewksbury
	RB08 Concord OH LLC	Lake County, OH	7528 Auburn Road, Concord Township
	RCOG07 Georgia LLC	
        DeKalb
        County, GA

         

        Gwinnett
        County, GA

         

        Gwinnett
        County, GA

         

        Newton
        County, GA

         

        Forsyth
        County, GA

         

        Rockdale
        County, GA

         

        DeKalb
        County, GA

         

        DeKalb
        County, GA

         
	
        2349 Lawrenceville
        Highway, Decatur

         

        311 Philip
        Boulevard, Lawrenceville

         

        2094 McGee
        Road, Snellville

         

        7174 Wheat
        Street, Covington

         

        1055 Haw
        Creek Parkway, Cumming

         

        1293 Wellbrook
        Circle, Conyers

         

        2341 Lawrenceville
        Highway, Decatur

         

        2339 Lawrenceville
        Highway, Decatur

         

	APML07 Hialeah FL LLC	Miami-Dade County, FL	3725 East 10th Court, Hialea
	OH14 Columbus LLC	Franklin County, OH	7450 Huntington Park Drive, Columbus
	CO14 Aurora LLC	Adams County, CO	14800 E. Moncrieff Place, Aurora
	CO14 Denver LLC	Adams County, CO	1485 East 61st Avenue, Denver
	AL15 Birmingham LLC	Jefferson County, AL	201 Summit Parkway, Birmingham
	YCC06 South Hadley MA LLC 	Hampshire County, MA	75 Canal Street, South Hadley
	260 Springside Drive, Akron OH LLC	Summit County, OH	260 Springside Drive, Akron






    	Schedule 1.2 - Page 1



     

    

SCHEDULE 6.3


 


LIST OF ALL ENCUMBRANCES ON ASSETS


 


None.


 


 


 


 


 


 


 


 


 


 


 






    	Schedule 6.3 - Page 1




     

    

SCHEDULE 6.5


 


NO MATERIAL CHANGES


 


None.


 


 


 


 


 


 


 


 






    	Schedule 6.5 - Page 1




     

    

SCHEDULE 6.7


 


PENDING LITIGATION


 


None.


 


 


 


 


 


 


 


 






    	Schedule 6.7 - Page 1




     

    

SCHEDULE 6.15


 


CERTAIN TRANSACTIONS


 


None.


 


 


 


 


 


 


 


 






    	Schedule 6.15 - Page 1




     

    

SCHEDULE 6.20(b)


 


ENVIRONMENTAL NOTICES AND ACTIONS


 


At the time of
acquisition by RB08 Concord OH LLC the 45.91 acre property had seven areas of concern with soil or groundwater contamination requiring
remediation or engineered controls. These areas of concern were fully characterized and a remediation plan was in place to achieve
“no further action” status with Ohio Environmental Protection Agency (the “OEPA”). When the existing tenant
acquired the property from its previous landlord, it retained ENVIRON to remediate the site. ENVIRON, who began environmental work
on site in 2006, is a “Certified Professional” in the state of Ohio and is qualified to submit a “no further
action” to OEPA for approval. After acquisition of the property by RB08 Concord OH LLC, AEI Consultants (“AEI”)
was hired to work with, monitor and evaluate the work of ENVIRON. Work began in Spring 2008. The remediation work has been successfully
completed and an approved Operations & Maintenance Plan is in place. A “No Further Action Letter” from a Certified
Professional was submitted on June 27, 2011. The No Further Action Letter and Addenda to it have been approved by the OEPA. A Covenant
Not to Sue was received from the OEPA on March 19, 2013.


 


 






    	Schedule 6.20(b) - Page 1




     

    

SCHEDULE 6.20(c)


 


ENVIRONMENTAL RELEASES


 


None.


 


 


 


 


 


 


 






    	Schedule 6.20(c) - Page 1




     

    

SCHEDULE 6.21


 


SUBSIDIARIES AND UNCONSOLIDATED AFFILIATES


 


[Attached]


 


 


 


 


 


 


 






    	Schedule 6.21 - Page 1




     

    







 






    	Schedule 6.21 - Page 2




     

    

SCHEDULE 6.23


 


MANAGEMENT AGREEMENTS


 


Management agreements with Jones Lang LaSalle
Americas, Inc. and each of 260 Springside


Drive, Akron OH LLC and OH14 Columbus LLC.


 


 


 


 


 


 


 






    	Schedule 6.23 - Page 1




     

    

SCHEDULE 6.25


 


MATERIAL LOAN AGREEMENTS


 


[attached]


 


 


 


 


 


 


 


 


 






    	Schedule 6.25 - Page 1




     

    














    	Schedule 6.25 - Page 2




     

    











    	Schedule 6.25 - Page 3




     

    









Schedule 6.25 - Page 3