Exhibit 10.1





CREDIT AGREEMENT


DATED AS OF May 23, 2018


by and among


PLYMOUTH
INDUSTRIAL OP, LP


AS BORROWER,


THE guarantorS
FROM TIME TO TIME PARTY HERETO,


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,


KEYBANC CAPITAL MARKETS,

AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER




    

     

    


TABLE OF CONTENTS
[to be updated]


	§1.	DEFINITIONS AND RULES OF INTERPRETATION.	1
	 	§1.1	Definitions	1
	 	§1.2	Rules of Interpretation.	22
	§2.	THE CREDIT FACILITY.	22
	 	§2.1	Loans	22
	 	§2.2	Notes	22
	 	§2.3	RESERVED.	22
	 	§2.4	RESERVED.	22
	 	§2.5	RESERVED.	22
	 	§2.6	Interest on Loans.	22
	 	§2.7	.RESERVED	23
	 	§2.8	Use of Proceeds	23
	§3.	REPAYMENT OF THE LOANS.	23
	 	§3.1	Stated Maturity	23
	 	§3.2	Mandatory Prepayments	23
	 	§3.3	Optional Prepayments.	24
	 	§3.4	Partial Prepayments	24
	 	§3.5	Effect of Prepayments	24
	§4.	CERTAIN GENERAL PROVISIONS.	24
	 	§4.1	Conversion Options.	24
	 	§4.2	Fees	25
	 	§4.3	[Intentionally Omitted.]	25
	 	§4.4	Funds for Payments.	25
	 	§4.5	Computations	29
	 	§4.6	Suspension of LIBOR Rate Loans	29
	 	§4.7	Illegality	30
	 	§4.8	Additional Interest	30
	 	§4.9	Additional Costs, Etc.	30
	 	§4.10	Capital Adequacy	31
	 	§4.11	Breakage Costs	31
	 	§4.12	Default Interest; Late Charge	31
	 	§4.13	Certificate	31
	 	§4.14	Limitation on Interest	32
	 	§4.15	Certain Provisions Relating to Increased Costs and Non-Funding Lenders	32
	§5.	COLLATERAL SECURITY.	33
	 	§5.1	Collateral	33
	 	§5.2	Additional Collateral	33
	§6.	REPRESENTATIONS AND WARRANTIES	33
	 	§6.1	Corporate Authority, Etc.	33
	 	§6.2	Governmental Approvals	34
	 	§6.3	Title to Collateral/Properties	34
	 	§6.4	Financial Statements	34
	 	§6.5	No Material Changes	34
	 	§6.6	Franchises, Patents, Copyrights, Etc.	34




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	 	§6.7	Litigation	35
	 	§6.8	No Material Adverse Contracts, Etc.	35
	 	§6.9	Compliance with Other Instruments, Laws, Etc.	35
	 	§6.10	Tax Status	35
	 	§6.11	No Event of Default	36
	 	§6.12	Investment Company Act	36
	 	§6.13	Absence of UCC Financing Statements, Etc.	36
	 	§6.14	Setoff, Etc.	36
	 	§6.15	Certain Transactions	36
	 	§6.16	Employee Benefit Plans	36
	 	§6.17	Disclosure	37
	 	§6.18	Trade Name; Place of Business	37
	 	§6.19	Regulations T, U and X	37
	 	§6.20	Environmental Compliance	37
	 	§6.21	Subsidiaries; Organizational Structure	38
	 	§6.22	Property Brokers	38
	 	§6.23	Other Debt	38
	 	§6.24	Solvency	38
	 	§6.25	No Bankruptcy Filing	39
	 	§6.26	No Fraudulent Intent	39
	 	§6.27	Transaction in Best Interests of Credit Parties; Consideration	39
	 	§6.28	OFAC	39
	§7.	AFFIRMATIVE COVENANTS	39
	 	§7.1	Punctual Payment	39
	 	§7.2	Maintenance of Office	39
	 	§7.3	Records and Accounts	40
	 	§7.4	Financial Statements, Certificates and Information	40
	 	§7.5	Notices.	42
	 	§7.6	Existence; Maintenance of Properties.	43
	 	§7.7	Insurance; Condemnation	44
	 	§7.8	Taxes; Liens	44
	 	§7.9	Inspection of Real Estate and Books	44
	 	§7.10	Compliance with Laws, Contracts, Licenses, and Permits	45
	 	§7.11	Further Assurances	45
	 	§7.12	RESERVED.	45
	 	§7.13	Business Operations	45
	 	§7.14	Registered Service Mark	45
	 	§7.15	Ownership of Real Estate	45
	 	§7.16	Plan Assets	45
	 	§7.17	Guarantor Covenants	45
	 	§7.18	Liquidity Reserve	46
	 	§7.19	REIT Guarantor	46
	 	§7.20	Sanctions Laws and Regulations	46
	 	§7.21	Interest Rate Protection	46
	§8.	NEGATIVE COVENANTS	46
	 	§8.1	Restrictions on Indebtedness	47




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	 	§8.2	Restrictions on Liens, Etc.	48
	 	§8.3	Restrictions on Investments.	49
	 	§8.4	Merger, Consolidation	50
	 	§8.5	Intentionally Deleted.	50
	 	§8.6	Compliance with Environmental Laws	50
	 	§8.7	Distributions	51
	 	§8.8	Asset Sales	51
	 	§8.9	Derivatives Contracts	52
	 	§8.10	Transactions with Affiliates	52
	 	§8.11	Management Fees	52
	 	§8.12	Changes to Organizational Documents	52
	§9.	FINANCIAL COVENANTS	52
	 	§9.1	Maximum Total Leverage Ratio	52
	 	§9.2	Maximum Total Senior Leverage Ratio	52
	 	§9.3	Minimum Fixed Charge Ratio	52
	 	§9.4	Minimum Debt Service Coverage Ratio	52
	 	§9.5	Minimum Consolidated Tangible Net Worth	52
	§10.	CLOSING CONDITIONS	53
	 	§10.1	Loan Documents	53
	 	§10.2	Certified Copies of Organizational Documents	53
	 	§10.3	Resolutions	53
	 	§10.4	Incumbency Certificate; Authorized Signers	53
	 	§10.5	Opinion of Counsel	53
	 	§10.6	Payment of Fees	53
	 	§10.7	Insurance	53
	 	§10.8	Performance; No Default	53
	 	§10.9	Representations and Warranties	53
	 	§10.10	Proceedings and Documents	54
	 	§10.11	Compliance Certificate	54
	 	§10.12	Consents	54
	 	§10.13	Other	54
	 	§10.14	Plymouth Industrial 20 LLC Loan Facility	54
	 	§10.15	Mezzanine Loan Facility	54
	§11.	RESERVED.	54
	§12.	EVENTS OF DEFAULT; ACCELERATION; ETC.	54
	 	§12.1	Events of Default and Acceleration	54
	 	§12.2	RESERVED	57
	 	§12.3	RESERVED	57
	 	§12.4	Remedies	57
	 	§12.5	Distribution of Collateral Proceeds	58
	§13.	SETOFF	58
	§14.	THE AGENT.	59
	 	§14.1	Authorization	59
	 	§14.2	Employees and Agents	59
	 	§14.3	No Liability	59
	 	§14.4	No Representations	59




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	 	§14.5	Payments.	60
	 	§14.6	Holders of Notes	60
	 	§14.7	Indemnity	60
	 	§14.8	Agent as Lender	61
	 	§14.9	Resignation	61
	 	§14.10	Duties in the Case of Enforcement	61
	 	§14.11	Bankruptcy	62
	 	§14.12	Request for Agent Action	62
	 	§14.13	Reliance by Agent	62
	 	§14.14	Approvals	62
	 	§14.15	Borrower Not Beneficiary	62
	 	§14.16	Defaulting Lenders.	62
	 	§14.17	Reliance on Hedge Provider	64
	§15.	EXPENSES	64
	§16.	INDEMNIFICATION	65
	§17.	SURVIVAL OF COVENANTS, ETC.	65
	§18.	ASSIGNMENT AND PARTICIPATION.	66
	 	§18.1	Conditions to Assignment by Lenders	66
	 	§18.2	Register	66
	 	§18.3	New Notes	67
	 	§18.4	Participations	67
	 	§18.5	Pledge by Lender	68
	 	§18.6	No Assignment by Borrower	68
	 	§18.7	Disclosure	68
	 	§18.8	Titled Agents	68
	 	§18.9	Amendments to Loan Documents	69
	§19.	NOTICES	69
	§20.	RELATIONSHIP	70
	§21.	GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE	70
	§22.	HEADINGS	70
	§23.	COUNTERPARTS	70
	§24.	ENTIRE AGREEMENT, ETC.	70
	§25.	WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS	71
	§26.	DEALINGS WITH THE BORROWER	71
	§27.	CONSENTS, AMENDMENTS, WAIVERS, ETC	72
	§28.	SEVERABILITY	72
	§29.	TIME OF THE ESSENCE	72
	§30.	NO UNWRITTEN AGREEMENTS	73
	§31.	REPLACEMENT NOTES	73
	§32.	NO THIRD PARTIES BENEFITED	73
	§33.	PATRIOT ACT	73
	§34.	[Intentionally Omitted.]	73
	§35.	JOINT AND SEVERAL LIABILITY	73
	§36.	ADDITIONAL AGREEMENTS CONCERNING OBLIGATIONS OF CREDIT PARTIES.	73
	 	§36.1	Waiver of Automatic or Supplemental Stay	74




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	 	§36.2	Waiver of Defenses	74
	 	§36.3	Waiver	76
	 	§36.4	Subordination	76
	 	§36.5	Intentionally Omitted	76
	 	§36.6	Further Waivers	77
	§37.	ACKNOWLEDGMENT OF BENEFITS; EFFECT OF AVOIDANCE PROVISIONS.	77
	§38.	Acknowledgement and consent to bail-in of EEA Financial Institutions	79


 



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	Exhibit A	FORM OF NOTE
	Exhibit B	FORM OF JOINDER AGREEMENT
	Exhibit C	LOAN REQUEST
	Exhibit D	FORM OF COMPLIANCE CERTIFICATE  
	Exhibit E	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
	Exhibit F	FORM OF TAX CERTIFICATES
	Schedule 1.1	LENDERS AND COMMITMENTS
	Schedule 1.2	PLYMOUTH 20 ASSETS
	Schedule 6.5	NO MATERIAL CHANGES
	Schedule 6.7	PENDING LITIGATION
	Schedule 6.15	CERTAIN TRANSACTIONS
	Schedule 6.21	SUBSIDIARIES
	Schedule 6.25	MATERIAL LOAN AGREEMENTS
	Schedule 19	NOTICE ADDRESSES


 




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CREDIT AGREEMENT


THIS CREDIT AGREEMENT
is made as of the 23rd day of May, 2018, by and among PLYMOUTH INDUSTRIAL OP, LP, a Delaware limited partnership
(“Borrower”), the Guarantors party hereto, 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, KEYBANK NATIONAL ASSOCIATION, as administrative 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, Borrower
has requested that the Lenders provide a term loan facility to Borrower; and


WHEREAS, the Agent
and the Lenders are willing to provide such term loan facility to Borrower on and subject to the terms and conditions set forth
herein;


NOW, THEREFORE, in
consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto hereby covenant and
agree as follows:


§1.DEFINITIONS AND
RULES OF INTERPRETATION.


§1.1Definitions.
The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Agreement referred
to below:


Adjusted Net Operating
Income. On any date of determination Net Operating Income from a parcel of Real Estate for the prior four (4) fiscal quarters
most recently ended less the Capital Reserve applicable to a parcel of Real Estate for such period. For the purposes of calculating
Adjusted Net Operating Income for a parcel of Real Estate not owned and operated by the Borrower or a Subsidiary for the prior
four (4) full fiscal quarters most recently ended, the Adjusted Net Operating Income attributable to such parcel of Real Estate
shall be calculated by using the actual historical results for such a parcel of Real Estate for the prior four (4) full fiscal
quarters most recently ended as if the a parcel of Real Estate had been owned by the Borrower or a Subsidiary Guarantor during
such period; provided, however, to the extent actual historical Adjusted Net Operating Income attributable to such a parcel of
Real Estate is unavailable, the Borrower may include such calculation of Adjusted Net Operating Income attributable to such a parcel
of Real Estate calculated on a proforma basis, so long as the Agent shall have given its prior written consent, which consent shall
not be unreasonably withheld, conditioned or delayed. Additionally, for Real Estate that have been disposed of during the period
of the prior four fiscal quarters most recently ended, the Adjusted Net Operating Income attributable to such Real Estate shall
be excluded from the calculation of Adjusted Net Operating Income.


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 more than ten percent (10%) 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 Securities (or
other ownership interest) representing more than twenty percent (20%) of the outstanding limited partnership interests, Preferred
Securities or other ownership interests of such Person.




    


     

    


 


Agent. KeyBank National
Association, acting as administrative agent for the Lenders, and its permitted 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. Riemer & Braunstein LLP or such other counsel as selected by Agent.


Agreement. This Credit
Agreement, as the same may be amended, restated, modified, supplemented and/or extended from time to time, including the Schedules
and Exhibits hereto.


Agreement Regarding Fees.
See §4.2.


Allocable Principal Balance.
See §37(b).


Applicable Contribution.
See §37(d).


Applicable Law. All
applicable provisions of constitutions, statutes, rules, regulations, treaties, guidelines and orders of all Governmental Authorities
and all orders and decrees of all courts, tribunals and arbitrators.


Applicable Margin.
The Applicable Margin for LIBOR Rate Loans shall be seven percent (7%) per annum and for Base Rate Loans shall be six percent (6%)
per annum.


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


Arranger. KeyBanc
Capital Markets or any successors thereto.


Assignment and Acceptance
Agreement. See §18.1.


Authorized Officer.
Any of the following Persons: Jeffrey Witherell, Pendleton White, Jr., Daniel Wright and such other Persons as Borrower shall designate
in a written notice to Agent.


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


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


Balance Sheet Date.
March 31, 2018.


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




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Base Rate. The greater
of on any day (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 (0.50%) above the Federal Funds Effective Rate, or (c) the applicable
LIBOR Rate for a one month interest period plus one percent (1%) 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.
Loans bearing interest calculated by reference to the Base Rate.


Borrower. PLYMOUTH
INDUSTRIAL OP, LP, a Delaware limited partnership.


Breakage Costs. The
commercially reasonable and documented cost to any Lender of re-employing funds bearing interest at LIBOR incurred (or reasonably
expected to be incurred during such Interest Period) 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.


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


Capital Lease Obligations.
With respect to the Borrower and its Subsidiaries for any period, the obligations of the Borrower or any Subsidiary to pay rent
or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination
thereof, which obligations are required to be classified and accounted for as liabilities on a balance sheet of the Borrower and
its Subsidiaries under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance
with GAAP.


Capital Reserve.
For any period and with respect to any of the Real Estate, an amount equal to $0.15 per annum multiplied by the weighted average
total square footage of the Buildings in Real Estate owned by the REIT Guarantor and its Subsidiaries during such period.


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


Cash Equivalents.
As of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency
or instrumentality thereof having maturities of not more than one year from such date, (ii) time deposits and certificates of deposits
having maturities of not more than one year from such date and issued by any domestic commercial bank having, (A) senior long term
unsecured debt rated at least 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; and (iii) shares of any money market mutual fund rated at least AAA or the equivalent
thereof by S&P or at least AAA or the equivalent thereof by Moody’s.


CERCLA. The Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601 et seq.




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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 or application thereof
by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force
of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (ii) 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 regulatory authorities, in each case
pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted
or issued.


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


(a)       During
any twelve month period on or after the date of this Agreement, individuals who at the beginning of such period constituted the
Board of Directors or Trustees of the Guarantor (the “Board”) (together with any new directors whose election by the
Board or whose nomination for election by the shareholders of the REIT Guarantor was approved by a vote of at least a majority
of the members of the Board then in office who either were members of the Board at the beginning of such period or whose election
or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the REIT
Guarantor then in office;


(b)       Any
Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder), shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power,
in the event different classes of stock or voting interests shall have different voting powers) of the voting stock or voting interests
of REIT Guarantor equal to at least twenty percent (20%) who did not hold such beneficial ownership as of the date of this Agreement;


(c)       REIT
Guarantor shall fail to own at least fifty five percent (55%) of the limited partner Equity Interests of the Borrower and own and
control the general partner of Borrower, shall fail to own such interests in Borrower free of any lien, encumbrance or other adverse
claim, or shall fail to control management and policies of Borrower;


(d)       the
Borrower or Guarantor consolidates with, is acquired by, or merges into or with any Person (other than a merger permitted by §8.4);
or


(e)       Borrower
fails to own directly or indirectly, free of any lien, encumbrance or other adverse claim, one hundred percent (100%) of the economic,
voting and beneficial interest of each Subsidiary Guarantor.


Closing Date. The
date agreed to by the parties hereto on which all of the conditions set forth in §10 have been satisfied.


Code. The Internal
Revenue Code of 1986, as amended, as amended, and all regulations and formal guidance issued thereunder.




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Collateral. All of
the property, rights and interests of the Borrower and Subsidiary Guarantors which are subject to the security interests, security
title, liens and mortgages created by the Security Documents , including, without limitation, (i) a pledge of the residual cash
flow from the Plymouth 20 Assets and (ii) a pledge of any sales or refinance proceeds from the Plymouth 20 Assets, each as more
particularly described in the Security Documents).


Collateral Property.
From time to time, each Collateral Property as defined in the KeyBank Revolver.


Commitment. As to
each Lender, the amount set forth on Schedule 1.1 hereto as such Lender’s commitment to fund the Loans on the Closing
Date in accordance with the terms of this Agreement.


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


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


Compliance Certificate.
See §7.4(c).


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


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


Consolidated Tangible
Net Worth. As of any date of determination, for REIT Guarantor and its Subsidiaries on a consolidated basis, an amount equal
to (a) Shareholders’ Equity of REIT Guarantor and its Subsidiaries on that date plus (b) accumulated depreciation and amortization
plus (c) Intangible Liabilities minus (d) Intangible Assets, all as determined in accordance with GAAP. As used herein:


(a) “Shareholders’
Equity” means, as of any date of determination, consolidated shareholders’ equity of REIT Guarantor and its Subsidiaries,
as determined in accordance with GAAP;


(b) “Intangible
Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer
software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount
and capitalized research and development costs, but specifically excluding tenant improvement allowances, leasing commissions,
and value of leases; and


(c) “Intangible
Liabilities” means liabilities that are considered to be intangible liabilities under GAAP, including, but not limited to,
guarantees of other persons and outstanding letters of credit and other similar items, but specifically excluding tenant improvement
allowances, leasing commissions, and value of leases.


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.


Credit Party(ies).
Individually and collectively, the Borrower, the REIT Guarantor and each Subsidiary Guarantor.




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Debt Service Charges.
For any applicable period, an amount equal to (i) Total Interest Expense for such period plus (ii) the aggregate amount of scheduled
principal payments of Indebtedness (excluding balloon payments at maturity) required to be made during such period by REIT Guarantor
and its Subsidiaries on a consolidated basis plus (without duplication) (iv) the pro rata share of all debt service expense from
any partially owned entity.


Debt Service Coverage
Ratio. The ratio of (a) EBITDA for the Test Period to (b) Debt Service Charges, for the Test Period.


Default. See §12.1.


Default Rate. See
§4.12.


Defaulting Lender.
Any Lender that, subject to §14.16, (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days
of the date such Loans were required to be funded by it hereunder unless such Lender notifies the Agent and the Borrower in writing
that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of
which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been
satisfied, or (ii) pay to Agent or any other Lender any other amount required to be paid by it hereunder (including in respect
of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower, the
Agent or any Lender that it does not intend to comply with its funding obligations hereunder or has made a public statement to
that effect unless with respect to this clause (b), such writing or public statement relates to such Lender’s obligation
to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or
public statement) cannot be satisfied, (c) has failed, within three (3) Business Days after request by the Agent, to confirm in
a manner reasonably satisfactory to the Agent that it will comply with its funding obligations; provided that, notwithstanding
the provisions of §14.16, such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Agent’s
receipt of confirmation that such Defaulting Lender will comply with its funding obligations, (d) is subject to any Bail-In Action
or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, insolvency,
reorganization, liquidation, conservatorship, assignment for the benefit of creditors, moratorium, receivership, rearrangement
or similar debtor relief law of the United States or other applicable jurisdictions from time to time in effect, including any
law for the appointment of the Federal Deposit Insurance Corporation or any other state or federal regulatory authority as receiver,
conservator, trustee, administrator or any similar capacity, (ii) had a receiver, conservator, trustee, administrator, assignee
for the benefit of creditors or similar Person, including the Federal Deposit Insurance Corporation or any other state or federal
regulatory authority acting in such capacity, charged with reorganization or liquidation of its business or a custodian appointed
for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding
or appointment, or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely
by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof
by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit
such Lender (or such Governmental Authority) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with
such 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 §14.16)) upon delivery of written notice of such determination to the Borrower and each Lender.




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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.


Distribution. Any
(a) dividend or other distribution made, direct or indirect, on account of any Equity Interest of REIT Guarantor, Borrower or a
Subsidiary Guarantor, now or hereafter outstanding, except a dividend or other distribution payable solely in Equity Interest to
the holders of that class; (b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any Equity Interest of REIT Guarantor, Borrower or a Subsidiary Guarantor now or
hereafter outstanding; and (c) payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other
rights to acquire any Equity Interests of REIT Guarantor, Borrower or a Subsidiary Guarantor 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 1.1 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 Maturity Date, is converted
in accordance with §4.1.


EBITDA. An amount
equal to, without double-counting, the net income or loss of the Borrower, and its respective subsidiaries determined in accordance
with GAAP (before minority interests and excluding losses attributable to the sale or other disposition of assets and the adjustment
for so-called “straight-line rent accounting”) for such period, plus (x) the following to the extent deducted in computing
such consolidated net income for such period: (i) Total Interest Expense for such period, (ii) real estate depreciation and amortization
for such period, and (iii) other non-cash charges for such period; and minus (y) all gains attributable to the sale or other disposition
of assets or debt restructurings in such period, in each case adjusted to include the Borrower, the REIT Guarantor or any Subsidiaries
pro rata share of EBITDA (and the items comprising EBITDA) from any partially-owned entity in such period, based on its Equity
Percentage ownership interest in such partially-owned entity (or such other amount to which the Borrower, the Guarantor or such
subsidiary is entitled or for which the Borrower, the Guarantor or such Subsidiary is obligated based on an arm’s length
agreement). “EBITDA” shall be adjusted to remove any impact of straight lining of rents and amortization of intangibles
pursuant to Accounting Standards Codification No. 805, Business Combinations (formerly Statement of Financial Accounting Standards
No. 141 (revised 2007), Business Combinations).




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


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


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


Eligible Assignee.
(a) A Lender; (b) an Affiliate of a Lender; (c) an Approved Fund, and (d) any other Person (other than a natural person) approved
by (i) the Agent, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include
Borrower or any of the Borrower’s or the REIT Guarantor’s Affiliates or Subsidiaries.


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


Environmental Laws.
All applicable past (which have current effect), present or future federal, state, county and local laws, by-laws, rules, regulations,
codes and ordinances, or any legally binding judicial or administrative interpretations thereof, and the legally binding requirements
of any Governmental Authority or authority having jurisdiction with respect thereto, applicable to pollution, the regulation or
protection of the environment, the health and safety of persons and property (with respect to exposure to Hazardous Substances)
and shall include, but not be limited to, all orders, decrees, judgments and rulings imposed through any public or private enforcement
proceedings, relating to the existence, use, discharge, release, containment, transportation, generation, storage, management or
disposal thereof, or otherwise regulating or providing for the protection of the environment applicable to the Property and relating
to Hazardous Substances or the existence, use, discharge, release or disposal thereof. Environmental Laws presently include, but
are not limited to, the following laws: Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §9601
et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §5101 et seq.), the Public Health Service Act (42 U.S.C. §201
et seq.) , the Pollution Prevention Act (42 U.S.C. §13101 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act
(7 U.S.C. §136 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), the Federal Clean Water
Act (33 U.S.C. §1251 et seq.), the Federal Clean Air Act (42 U.S.C. §7401 et seq.), and the applicable laws and regulations
of each State in which any Real Estate is located.


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.




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Equity Percentage.
The aggregate ownership percentage of REIT Guarantor or its respective Subsidiaries in each Affiliate.


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


ERISA Affiliate.
Any Person that is subject to ERISA and is treated as a single employer with Borrower or its 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.


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


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


Excluded Taxes. Any
of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient,
(a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,
(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of
any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof)
or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan or its Commitment pursuant to Applicable
Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to
an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.4 or (ii)
such Lender changes its lending office, except in each case to the extent that, pursuant to §4.4, 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(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.


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.


Event of Default.
See §12.1.




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Federal Funds Effective
Rate. For any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of 1%)) announced
by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions
arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially
the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds
Effective Rate.” Notwithstanding the foregoing, if the Federal Funds Effective Rate shall be less than zero, such rate shall
be deemed zero for the purposes of this Agreement.


Fixed Charge Ratio.
The ratio of (a) EBITDA, for the Test Period to (b) Fixed Charges, for the Test Period.


Fixed Charges. For
any applicable period, an amount equal to (i) Total Interest Expense for such period plus (ii) the aggregate amount of scheduled
principal payments of Indebtedness (excluding balloon payments at maturity) required to be made during such period by the REIT
Guarantor and its Subsidiaries on a consolidated basis plus (iii) the dividends and distributions, if any, paid or required to
be paid during such period on the Preferred Securities, if any, of the REIT Guarantor and its Subsidiaries (other than dividends
paid in the form of capital stock) plus (iv) the pro rata share of all Fixed Charges from any partially owned entity plus (v) the
ground lease payments to the extent not otherwise included. Fixed Charges shall exclude any portion of Total Interest Expense that
is both: (i) associated with the Mezzanine Loan Facility, as the Mezzanine Loan Facility is effect as of October 17, 2016,
without any amendments or modifications; and (ii) an accrual of paid-in-kind interest or a voluntary payment of interest that could
have been accrued as paid-in-kind.


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


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


Funds Available for Distribution.
(i) Excess cash flow from operations (EBITDA) for the two (2) most recently ended quarters, minus (ii) Fixed Charges for the two
(2) most recently ended quarters (excluding dividends and distributions paid on any Preferred Securities), minus (iii) any amounts
by which the Required Capital Items Amount exceeds the then available balance of reserve and escrow accounts of the Borrower that
may be utilized to pay for such Required Capital Items.


GAAP. Principles
that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors,
as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same principles.


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




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Guaranteed Pension Plan.
Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by 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.


Guarantor(s). REIT
Guarantor and each Subsidiary Guarantor.


Guaranty. The guaranty
of the REIT Guarantor (or a Subsidiary Guarantor) in favor of the Agent and the Lenders of certain of the Obligations of the Borrower
hereunder.


Hazardous Substances.
All (i) asbestos, toxic mold, flammable materials, explosives, radioactive or nuclear substances, polychlorinated biphenyls, other
carcinogens, oil and other petroleum products, radon gas, urea formaldehyde; (ii) chemicals, gases, solvents, pollutants or contaminants
that could be a detriment or pose a danger to the environment or to the health or safety of any person; and (iii) any other hazardous
or toxic materials, wastes and substances which are defined, determined or identified as such in any past, present or future federal,
state or local laws, by-laws, rules, regulations, codes or ordinances or any legally binding judicial or administrative interpretation
thereof in concentrations which violate Environmental Laws.


Hedge. Any interest
rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest rate risk exposure
relating to the Obligations, and any confirming letter executed pursuant to such hedging agreement, and which shall include, without
limitation, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap”
within the meaning of Section 1a(47) of the Commodity Exchange Act, all as amended, restated or otherwise modified.


Hedge Obligations.
All obligations of Borrower to any Lender Hedge Provider to make any payments under any agreement with respect to Hedge. Under
no circumstances shall any of the Hedge Obligations secured or guaranteed by any Loan Document as to a Guarantor include any obligation
that constitutes an Excluded Hedge Obligation of such Guarantor.


Indebtedness. Without
duplication, means, as of any date of determination, indebtedness for the REIT Guarantor and its subsidiaries, all obligations,
contingent or otherwise, which should be classified on the obligor’s balance sheet as liabilities, or to which reference
should be made by footnotes thereto, all in accordance with GAAP, including, in any event, the sum of (without double-counting),
(i) all accounts payable on such date, and (ii) all Indebtedness outstanding on such date, in each case whether recourse, Non-Recourse
or contingent, provided, however, that undrawn availability under this Agreement on such date shall not be included in calculating
Indebtedness, and provided, further, that (without double-counting), each of the following shall be included in Total Indebtedness:
(a) all amounts of guarantees, indemnities for borrowed money, stop-loss agreements and the like provided by the REIT Guarantor
and its Subsidiaries, in each case in connection with and guarantying repayment of amounts outstanding under any other Indebtedness;
(b) all amounts for which a letter of credit (including the Letters of Credit) has been issued for the account of the Borrower,
the Guarantors or any of their respective Subsidiaries; (c) all amounts of bonds posted by the Borrower, the Guarantors or any
of their respective Subsidiaries guaranteeing performance or payment obligations; (d) all lease obligations (including under Capital
Leases, but excluding obligations under ground leases), (e) all liabilities of the Borrower, the Guarantors or any of their respective
Subsidiaries as partners, members or the like for liabilities (whether such liabilities are recourse, non-recourse or contingent
obligations of the applicable partnership or other Person) of partnerships or other Persons in which any of them have an equity
interest, which liabilities are for borrowed money or any of the matters listed in clauses (a), (b), (c) or (d) above, and (f)
all obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in




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such Person or any other Person,
valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus
accrued and unpaid dividends, provided, however, that preferred Equity Interests shall not be included as Indebtedness unless such
Equity Interests are required by the terms thereof to be redeemed in whole or in part, or for which mandatory sinking fund payments
are due, by a fixed date. Without limitation of the foregoing (without double counting), with respect to any non-Wholly-Owned Subsidiary,
(x) to the extent that a Subsidiary or such non-Wholly-Owned Subsidiary is providing a completion guaranty in connection with a
construction loan entered into by a non-Wholly-Owned Subsidiary, Total Indebtedness shall such Subsidiary’s pro rata liability
under the Indebtedness relating to such completion guaranty (or, if greater, the Borrower’s, the Guarantors’ or such
Subsidiary’s potential liability under such completion guaranty) and (y) in connection with the liabilities described in
clauses (a) and (d) above (other than completion guarantees, which are referred to in clause (x)), the Total Indebtedness shall
include the portion of the liabilities of such non-Wholly-Owned Subsidiary which are attributable to the Borrower’s, the
Guarantors’ or such Subsidiary’s percentage equity interest in such non-Wholly-Owned Subsidiary or such greater amount
of such liabilities for which the Borrower, the Guarantors or their respective Subsidiaries are, or have agreed to be, liable by
way of guaranty, indemnity for borrowed money, stop-loss agreement or the like, it being agreed that, in any case, Indebtedness
of a non-Wholly-Owned Subsidiary shall not be excluded from Total Indebtedness by virtue of the liability of such non-Wholly-Owned
Subsidiary being non-recourse. For purposes hereof, the amount of borrowed money shall equal the sum of (1) the amount of borrowed
money as determined in accordance with GAAP plus (2) the amount of those contingent liabilities for borrowed money set forth in
subsections (a) through (e) above, but shall exclude any adjustment for so called “straight line interest accounting.


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


Interest Payment Date.
As to each Loan, the first day of each calendar month.


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


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


(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 an interest period of one month on the last day of the then current Interest
Period with respect thereto as provided in and subject to the terms of §4.1(c);




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(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 LIBOR Rate Loan shall extend beyond the Maturity Date, as applicable.


Interpolated Rate.
At any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBOR) determined
by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate
that results from interpolating on a linear basis between: (a) the LIBOR for the longest period for which the LIBOR is available
that is shorter than the Impacted Interest Period; and (b) the LIBOR for the shortest period for which that LIBOR is available
that exceeds the Impacted Interest Period, in each case, at such time.


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.


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


KeyBank. As defined
in the preamble hereto.


KeyBank Revolver.
That certain Credit Agreement dated as of August 11, 2017, as same has been or may be amended, modified, supplemented or restated
from time to time, entered into by an among KeyBank, as administrative agent and lender, the Borrower, the REIT Guarantor and the
subsidiaries of the Borrower party thereto from time to time.


Legal Requirements
shall mean all applicable federal, state, county and local laws, rules, regulations, codes and ordinances, and the requirements
in each case of any governmental agency or authority having or claiming jurisdiction with respect thereto, including, but not limited
to, those applicable to zoning, subdivision, building, health, fire, safety, sanitation, the protection of the handicapped, and
environmental matters and shall also include all orders and directives of any court, governmental agency or authority having or
claiming jurisdiction with respect thereto.


Lender Hedge Provider.
With respect to any Hedge Obligations, any counterparty thereto that, at the time the applicable hedge agreement was entered into,
was a Lender or an Affiliate of a Lender.




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


LIBOR. For any LIBOR
Rate Loan for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other
Person that takes over the administration of such rate for U.S. Dollars) for a period equal in length to such Interest Period as
displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear
on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate
page of such other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion;
in each case the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement
of such Interest Period; provided that (i) if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero
for the purposes of this Agreement; provided further that if the LIBOR Screen Rate shall not be available at such time for such
Interest Period (an “Impacted Interest Period”) then the LIBOR shall be the Interpolated Rate; provided that if any
Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement, and (ii) if no
such rate administered by ICE Benchmark Administration (or by such other Person that has taken over the administration of such
rate for U.S. Dollars) is available to the Agent, the applicable LIBOR for the relevant Interest Period shall instead be the rate
determined by the Agent to be the rate at which KeyBank or one of its Affiliate banks offers to place deposits in U.S. dollars
with first class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period, in the approximate amount of the relevant LIBOR Rate Loan and having a maturity equal to such
Interest Period. 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 1.1 hereto; thereafter, such other office of such Lender,
if any, that shall be making or maintaining LIBOR Rate Loans.


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


Lien. See §8.2.


Liquidity Reserve.
See §7.18.


Loan Documents. This
Agreement, the Notes, the Security Documents and all other documents, instruments or agreements now or hereafter executed or delivered
by or on behalf of Borrower or Subsidiary Guarantor or Guarantor in connection with the Loans and intended to constitute a Loan
Document.


Loan Request. See
§2.7.


Loan and Loans.
An individual loan or the aggregate loans to be made by the Lenders hereunder. All Loans shall be made in Dollars.




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Material Adverse Effect.
A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise), or results of operations
of REIT Guarantor and its Subsidiaries considered as a whole; (b) the ability of Borrower or Guarantors to perform any of its material
obligations under the Loan Documents; (c) compliance of the Real Estate with any Requirements which causes a material adverse effect
on the business, properties, assets, condition (financial or otherwise), or results of operations of REIT Guarantor and its Subsidiaries
considered as a whole; (d) the value or condition of the Real Estate which causes a material adverse effect on the business, properties,
assets, condition (financial or otherwise), prospects or results of operations of REIT Guarantor and its Subsidiaries considered
as a whole; or (e) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders
thereunder.


Maturity Date. The
earlier of (i) August 11, 2021, (ii) the date on which KeyBank ceases to serve as administrative agent for the KeyBank Revolver,
and (iii)such earlier date on which the Loans shall become due and payable pursuant to the terms hereof


Mezzanine Loan Facility.
That certain Mezzanine Loan Agreement dated as of October 17, 2016 between Plymouth Industrial 20 LLC, as Borrower and DOF IV REIT
Holdings, LLC, as Lender, as same has been or may be amended, modified, supplemented or restated from time to time


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


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


MWG
Loan..  The loan, in the original principal amount of Seventy-Nine Million Eight-Hundred
Thousand Dollars And Zero Cents ($79,800,000.00), made pursuant to the MWG Loan Agreement.


MWG Loan Agreement.
That certain Loan Agreement dated as of November 30, 2017, as amended, restated, modified or supplemented from time to time, among
the lenders from time to time party thereto, Special Situations Investing Group II, LLC, as a lender and the administrative agent
for the lenders, and the Subsidiaries of Borrower from time to time party thereto as the “Borrowers” thereunder.


Net Proceeds means
in connection with any (a) sale or refinancing, the gross proceeds thereof net of (i) repayment of any Indebtedness secured by
the subject asset required to be paid upon such sale or refinancing, and (ii) all reasonable, usual and customary closing costs,,
and adjustments, and other customary fees and expenses actually incurred in connection therewith as approved by the Agent in its
reasonable discretion; and (b) in connection with any issuance or sale of Equity Interests (other than the issuance of limited
partnership units by the Borrower in connection with the acquisition of Real Estate), the cash proceeds received from such issuance,
net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other
customary fees and expenses actually incurred in connection therewith as approved by the Agent in its reasonable discretion.




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Net Operating Income.
For any Real Estate as of any date of determination, an amount equal to (A) the aggregate gross revenues from tenants with respect
to the operations of such Real Estate during such period, excluding (i) any accrued revenues attributable to so called “straight-line
rent accounting” and (ii) all rents, common area reimbursements and other income for such Real Estate received from tenants
in default of monetary or other material obligations under their Lease beyond sixty (60) days (excluding year-end reconciliations
of CAM charges or similar items and any failure to pay the first month such amount becomes due and payable the incremental increase
in annual base rent as the result of the impact of an annual escalation of such rent) or with respect to Leases as to which the
tenant or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution, liquidation or similar debtor relief proceeding; minus (B) the sum of all expenses and other proper charges incurred
in connection with the operation of such Real Estate during such period (including real estate taxes, management fees (equal to
the greater of actual management fees or an amount equal to four percent (4%) of gross revenues from such Real Estate), payments
under ground leases and bad debt expenses, but excluding any debt service charges, income taxes, capital expenses, depreciation,
amortization, and other non-cash expenses).


Net Unrestricted Cash
Amount. The sum of (a) Unrestricted Cash and Cash Equivalents of the Borrower minus (b) any proforma principal payments that
may become due under the Indebtedness of the Borrower or its Subsidiaries for the next six (6) months following the date of determination,
whether as a result of maturity, scheduled amortization, remargining to be in compliance with financial covenants (including without
limitation the covenants set forth in §9), or otherwise (provided that with respect to any balloon payments due at maturity,
only the amount of any principal reduction which may be reasonably deemed by Agent to be reasonably likely to be necessary to reduce
the amount of the maturing indebtedness to a principal amount that can be refinanced on or prior to such maturity shall be included
in this clause (b)).


Non-Recourse Exclusions.
With respect to any Non-Recourse Indebtedness of any Person, any industry standard exclusions from the non-recourse limitations
governing such Indebtedness, including, without limitation, exclusions for claims that (i) are based on fraud, intentional misrepresentation,
misapplication or misappropriation of funds, gross negligence or willful misconduct (ii) result from intentional mismanagement
of or physical waste at the Real Estate securing such Non-Recourse Indebtedness, or (iii) arise from the presence of Hazardous
Substances on the Real Estate securing such Non-Recourse Indebtedness (whether contained in a loan agreement, promissory note,
indemnity agreement or other document), or (iv) are the result of any unpaid real estate taxes and assessments if sufficient cash
flow from the Real Estate exists (whether contained in a loan agreement, promissory note, indemnity agreement or other document).


Non-Recourse Indebtedness.
Indebtedness of REIT Guarantor, Borrower, their respective Subsidiaries, or an Unconsolidated Affiliate of any such Person, which
is secured by one or more parcels of Real Estate or interests therein or equipment and which is not a general obligation of Guarantor,
Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels
of Real Estate, or interests therein, securing such Indebtedness or the direct owner of such real estate, the leases thereon and
the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person
obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness
at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim
and action shall not be included in the Non-Recourse Indebtedness but shall constitute Recourse Indebtedness. Non-Recourse Indebtedness
shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated
Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not
cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than
such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder).




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Notes. See §2.2.


Notice. See §19.


Obligations. The
term “Obligations” shall mean and include:


A.       The
payment of the principal sum, interest at variable rates, charges and indebtedness evidenced by the Notes including any extensions,
renewals, replacements, increases, modifications and amendments thereof, given by Borrower to the order of the respective Lenders;


B.       The
payment, performance, discharge and satisfaction of each covenant, warranty, representation, undertaking and condition to be paid,
performed, satisfied and complied with by Borrower under and pursuant to this Credit Agreement or the other Loan Documents;


C.       The
payment of all costs, expenses, legal fees and liabilities incurred by Agent and the Lenders in connection with the enforcement
of any of Agent’s or any Lender’s rights or remedies under this Credit Agreement or the other Loan Documents, or any
other instrument, agreement or document which evidences or secures any other obligations or collateral therefor, whether now in
effect or hereafter executed; and


D.       The
payment, performance, discharge and satisfaction of all other liabilities and obligations of Borrower to Agent or any Lender, whether
now existing or hereafter arising, direct or indirect, absolute or contingent, and including, without limitation express or implied
upon the generality of the foregoing, each liability and obligation of Borrower under any one or more of the Loan Documents and
any amendment, extension, modification, replacement or recasting of any one or more of the instruments, agreements and documents
referred to in this Credit Agreement or any other Loan Document or executed in connection with the transactions contemplated by
this Credit Agreement or any other Loan Document; provided however that notwithstanding anything to the contrary set forth in the
definition of Obligations, with respect to any indemnification, contingent or other similar obligations, such matters shall be
considered “Obligations” only to the extent a reasonable good faith claim has been made on such indemnification, contingent
or similar obligation on or before the date that all other Obligations are satisfied in full.


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


Other Charges. All
ground rents, maintenance charges, impositions (other than Taxes) and similar charges (including, without limitation, vault charges
and license fees for the use of vaults, chutes and similar areas adjoining the Real Estate), now or hereafter assessed or imposed
against the Real Estate, or any part thereof, together with any penalties thereon.


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




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Other Taxes. All
present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to §4.14 as a result of costs sought to be reimbursed
pursuant to §4.4).


Outstanding. With
respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.


Partnership Agreement.
The Amended and Restated Agreement of Limited Partnership of Borrower dated July 1, 2014, as amended.


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, or other legal entity, and any government
or any governmental agency or political subdivision thereof.


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


Plymouth 20 Assets.
The real estate set forth on Schedule 1.2 to this Agreement.


Plymouth Industrial 20
LLC Loan Facility. That certain Loan Agreement dated as of October 17, 2016, as amended, restated, modified or supplemented,
by and among the parties set forth therein, collectively, as Borrower and American General Life Insurance Company, American Home
Assurance Company, National Union Fire Insurance Company of Pittsburgh, PA., and The United States Life Insurance Company in the
City of New York, collectively, as Lender.


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.


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


Recipient. The Agent
and any Lender.


Recourse Indebtedness.
As of any date of determination, any Indebtedness (whether secured or unsecured) of a Person other than Non-Recourse Indebtedness.


Register. See §18.2.


REIT Guarantor. Plymouth
Industrial REIT, Inc., a Maryland corporation.




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Required Capital Items.
For any given period, any (i) non-revenue generating, maintenance and replacement capital expenditures, (ii) tenant improvements,
(iii) leasing commissions and (iv) any other expected recurring leasing and capital costs.


Required Capital Items
Amount. The greater of (i) management’s projection for Required Capital Items and (ii) the sum of (a) a replacement expense
equal to $0.15 multiplied by the total square feet of the portfolio, (b) $2 per square foot, or as reasonably adjusted by the Borrower
and Administrative Agent, for the total square feet of leases set to expire over the next 12 months, and (c) $2 per square foot,
or as reasonably adjusted by the Borrower and Administrative Agent, for any square feet needed to achieve a 90% occupancy for the
total portfolio


Required Lenders.
As of any date, the Lender or Lenders whose aggregate Commitment Percentage is equal to or greater than sixty-six and 2/3 percent
(66.67%) 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 and at all times when two or more Lenders are party to this
Agreement, provided that if there are three (3) or fewer Lenders, then Required Lenders shall mean two (2) Lenders that are Non-Defaulting
Lenders (or if there shall not be two (2) Non-Defaulting Lenders, then such fewer number of Lenders as are Non-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 of or including (among other liabilities)
Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such Interest Period and with a maturity equal
to such Interest Period.


Sanctioned Person.
Any Person that is (i) listed on OFAC’s List of Specially Designated Nationals and Blocked Persons, (ii) otherwise the subject
or target of Sanctions, to the extent U.S. persons are prohibited from engaging in transactions with such a Person, and (iii) 50
percent or greater owned or controlled by a Person described in clause (i) or (ii) above.


Sanction(s). Any
applicable sanctions, prohibitions or requirements imposed by any applicable executive order or by any applicable sanctions program
administered by OFAC, the United States Department of State, the United States Treasury, the United Nations Security Council, the
European Union or Her Majesty’s Treasury.


SEC. The federal
Securities and Exchange Commission.


Security Documents.
Collectively, the Pledge and Security Agreement, UCC-1 financing statements and any further collateral security agreements or assignments
to the Agent for the benefit of the Lenders.


S&P. Standard
& Poor’s Ratings Group.


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




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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 Guarantor(s).
Collectively, Plymouth Industrial 20 Financial LLC and Plymouth Industrial 20 LLC, and each Additional Subsidiary Guarantor from
time to time that is the direct or indirect owner of any Collateral.


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


Test Period. The
trailing four (4) accounting quarters ending on the applicable test date as specified in this Agreement taken as one accounting
period.


Titled Agents. The
Arranger and any co-syndication agents or documentation agent.


Total Asset Value.
As of any date of determination, the total of i) the value of Cash and Cash Equivalents on such date, as determined in accordance
with GAAP plus ii) the Value of the Borrower’s real estate. The Value of real estate held within Joint Ventures will be valued
using the same methodology with the Borrower only receiving credit for their pro rata portion of the real estate.


Total Commitment.
The Total Commitment is Thirty Five Million Seven Hundred Thousand and No/100 Dollars ($35,700,000.00).


Total Interest Expense.
For any applicable period, the aggregate amount of interest required in accordance with GAAP to be paid, accrued, expensed or,
to the extent it could be a cash expense in the applicable period, capitalized, without double-counting, by the REIT Guarantor
and its respective Subsidiaries during such period on: (i) all Indebtedness of the REIT Guarantor and its respective Subsidiaries
(including the Loans, obligations under Capital Leases (to the extent EBITDA has not been reduced by such Capital Lease obligations
in the applicable period) and any subordinated Indebtedness and including original issue discount and amortization of prepaid interest,
if any, but excluding any Distributions on Preferred Securities), (ii) all amounts available for borrowing, or for drawing under
letters of credit (including the Letters of Credit), if any, issued for the account of the Borrower, the REIT Guarantor or any
of their respective Subsidiaries, but only if such interest was or is required to be reflected as an item of expense, and (iii)
all commitment fees, agency fees, facility fees, balance deficiency fees and similar fees and expenses in connection with the borrowing
of money.


Total Leverage The
total Indebtedness of the REIT Guarantor and its Subsidiaries (without duplication) divided by the Total Asset Value of the REIT
Guarantor.


Total Senior Leverage
The total Indebtedness (excluding the Indebtedness under this Agreement) of the REIT Guarantor and its Subsidiaries (without duplication)
divided by the Total Asset Value of the REIT Guarantor.


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




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


U.S. Tax Compliance Certificate.
See §4.4(g)(ii)(B)(III).


Unconsolidated Affiliate.
In respect of any Person, any other Person in whom such Person holds an Investment, (a) 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, and (b)
which is not a Subsidiary of such first Person.


Unconsolidated Subsidiary.
In respect of any Person, any other Person in whom such Person holds an Investment, 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.


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 similar claims of any kind in favor of any Person (other
than any statutory right of set off).


Value. As of any
date, the aggregate of (a) for each Collateral Property, the value as determined under the KeyBank Revolver, and (b) for any non-Collateral
Property, (i) the trailing twelve months Adjusted Net Operating Income (with Adjusted Net Operating Income for any Real Estate
which has not been owned by the REIT Guarantor and its Subsidiaries for a period of twelve months being annualized for such period
of ownership in a manner reasonably acceptable to the Agent) divided by (ii) 7.25%.


Wholly Owned Subsidiary.
As to Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by Borrower.


Withholding Agent.
The Borrower and the Agent.


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


§1.2Rules 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.




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(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. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used
herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect
to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of REIT Guarantor or any
of its Subsidiaries at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness
in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner
as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof


(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.


(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.


(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)       The
words “the date hereof” or words of like import shall mean the date that this Agreement is fully executed by all parties.


(l)       In
the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures
pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any
Loan Document, then upon the request of Borrower or Agent, the Borrower and the Agent 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 as in effect prior to such accounting
change, as determined by the Agent in its good faith judgment. Until such time as such amendment shall have been executed and delivered
by the Borrower and the Agent, such financial covenants, ratio and other requirements, and all financial statements and other documents
required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.


§2.THE CREDIT FACILITY.


§2.1Loans.


(a)       Subject
to the terms and conditions set forth in this Agreement, each of the Lenders severally agrees to lend to the Borrower on the Closing
Date an amount equal to such Lender’s Commitment. 




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§2.2Notes.
The Loans shall, if requested by any Lender, be evidenced by separate promissory notes of the Borrower in substantially the form
of Exhibit A hereto (collectively, the “Notes”), dated of even date with this Agreement (except as otherwise
provided in §18.3) and completed with appropriate insertions. One Note shall be payable to the order of each Lender which
so requests the issuance of a Note in the principal amount equal to such Lender’s Commitment or, if less, the outstanding
amount of all Loans made by such Lender, plus interest accrued thereon, as set forth below.


§2.3RESERVED.


§2.4RESERVED.


§2.5RESERVED.


§2.6Interest on
Loans.


(a)       Each
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 Base Rate Loans.


(b)       Each
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 LIBOR Rate Loans.


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


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


§2.7.RESERVED


§2.8Use of Proceeds.
The proceeds of the Loans will be used solely to (a) pay closing costs in connection with this Agreement; and (b) repay the Mezzanine
Loan Facility in full.


§3.REPAYMENT OF THE
LOANS.


§3.1Stated Maturity.
The Borrower promise to pay on the Maturity Date and there shall become absolutely due and payable on the Maturity Date all of
the Loans, together with any and all accrued and unpaid interest thereon.


§3.2Mandatory Prepayments.



(a)       The
Borrower shall cause an amount equal to the Net Proceeds from the sale or refinancing, as applicable, of any of the Plymouth 20
Assets to be paid to the Agent for the benefit of the Lenders to reduce the principal balance of the Loans, such payment to be
made promptly upon receipt of such proceeds.




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(b)       During
any period while any Event of Default shall be in existence, without limiting any of the Agent’s rights and remedies as a
result of such Event of Default, the Borrower shall cause all excess cash flow (after payment of all reasonable operating expenses
of the Plymouth 20 Assets and debt service on the Plymouth Industrial 20 LLC Loan Facility) from the Plymouth 20 Assets to be paid
to the Agent to reduce the principal balance of Loans, such payment to be made simultaneously upon receipt of such excess cash
flow.


(c)       Upon
the earlier to occur of (i) the consummation of the refinancing of the MWG Loan as provided in Section 7.18 below, (ii) December
31, 2018, or (iii) the amount of the Liquidity Reserve being $20,000,000.00, the Borrower shall repay the principal balance of
Loans in an amount equal to 25% of the Net Proceeds from: (i) additional equity raised of any kind (including but not limited to
common equity, preferred equity, or JV equity) by the Borrower or its Subsidiaries, (ii) asset sales (other than of the Plymouth
20 Assets as outlined in §3.2(b) above), or (iii) the refinancing of any assets of the REIT Guarantor and its Subsidiaries
(other than of the Plymouth 20 Assets as outlined in §3.2(b) above), with any such payment to be made to the Agent, promptly
upon receipt of such Net Proceeds.


§3.3Optional Prepayments.


(a)       Borrower
shall have the right, at its election, to prepay the outstanding amount of the 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 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 the amount, if any, due pursuant to §4.8.


(b)       The
Borrower shall give the Agent, no later than 3:00 p.m. (Eastern time) at least three (3) days prior written notice of any
prepayment pursuant to this §3.3, in each case specifying the proposed date of prepayment of the Loans and the principal amount
to be prepaid (provided that (i) any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent)
and/or (ii) any such notice or repayment may be conditioned upon the consummation of a transaction. In the absence of an Event
of Default, Borrower shall have the right to specify the order and manner of how any optional prepayments of the Loans are applied.


§3.4Partial Prepayments.
Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $100,000, shall be accompanied by the payment
of accrued interest on the principal prepaid to the date of payment. In the absence of an Event of Default, Borrower shall have
the right to specify the order and manner of how any optional prepayments of the Loans under §3.2 and §3.3 are applied.


§3.5Effect of Prepayments.
Amounts of the Loans paid and prepaid under §3.2 and §3.3 prior to the Maturity Date may not be reborrowed.


§4.CERTAIN GENERAL
PROVISIONS.


§4.1Conversion
Options.




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(a)       The
Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such 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 the Borrower pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of
a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written
notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be
in a minimum aggregate amount of $1,000,000 and minimum increments of $250,000 in excess thereof, after giving effect to the making
of such Loan, there shall be no more than six (6) 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
Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan
in a principal amount of less than $100,000 or a LIBOR Rate Loan in a principal amount of less than $1,000,000. 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 their election hereunder with respect to any LIBOR Rate Loan, such Loan
shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one
month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall
be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.


§4.2Fees.
In addition to all fees specified herein, the Borrower agrees to pay to KeyBank and the Arranger for their own account certain
fees for services rendered or to be rendered in connection with the Loans as provided pursuant to a fee letter dated on or about
the Closing Date between the Borrower, KeyBank and the Arranger (the “Agreement Regarding Fees”).


§4.3[Intentionally
Omitted.]


§4.4Funds for Payments.




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(a)       All
payments of principal, interest, facility fees, closing fees and any other amounts due hereunder or under any of the other Loan
Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s
Head Office, not later than 2:00 p.m. (Cleveland time) on the day when due, in each case in lawful money of the United States in
immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrower with KeyBank, 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 the Agent on behalf of the Lenders, and actually received by the Agent, shall be deemed received by the Lenders on the
date actually received by the Agent.


(b)       All
payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim, and
free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law
(as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax
from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or
withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with
Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Guarantor shall
be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings
applicable to additional sums payable under this §4.4) the applicable Recipient receives an amount equal to the sum it would
have received had no such deduction or withholding been made.


(c)       The
Borrower and the Guarantors shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the
option of the Agent timely reimburse it for the payment of, any Other Taxes.


(d)       The
Borrower and the Guarantors shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for
the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable
under this §4.4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall
be conclusive absent manifest error; provided that the determinations in such statement are made on a reasonable basis and in good
faith.


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




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(f)       As
soon as practicable after any payment of Taxes by the Borrower or any Guarantor to a Governmental Authority pursuant to this §4.4,
the Borrower or such Guarantor shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Agent.


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


(ii)       Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:


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


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


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


(II)       an
electronic copy (or an original if requested by the Borrower or the Agent) of an executed IRS Form W-8ECI;




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


(IV)       to
the extent a Foreign Lender is not the beneficial owner, an electronic copy (or an original if requested by the Borrower or the
Agent) of an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially
in the form of Exhibit F-2 or Exhibit F-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 F-4 on behalf of each such direct and indirect partner;


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


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


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.




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


(i)       Each
party’s obligations under this §4.4 shall survive the resignation or replacement of the Agent or any assignment of rights
by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations
under any Loan Document.


§4.5Computations.
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 and Letter of Credit Liabilities as reflected on the records of the Agent from
time to time shall be considered prima facie evidence of such amount.


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




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§4.7Illegality.
Notwithstanding any other provisions herein, if any Change in Law 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 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 reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender or increase any costs payable by
Borrower hereunder.


§4.8Additional
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 understand, agree and acknowledge 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 have accepted LIBOR as a reasonable
and fair basis for calculating such rate and any Breakage Costs. Borrower further agree to pay the Breakage Costs, if any, whether
or not a Lender elects to purchase, sell and/or match funds.


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


(a)       subject
any Lender or the Agent to any Taxes with respect to this Agreement, the other Loan Documents, such Lender’s Commitment,
a Letter of Credit or the Loans (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes, and Connection Income Taxes), or


(b)       [Reserved],
or


(c)       impose
or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital
adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts
payable by Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an
office of any Lender, or


(d)       impose
on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans,
such Lender’s Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment
forms a part; and the result of any of the foregoing is:


(i)       to
increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any
of the Loans or such Lender’s Commitment, or


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




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(iii)       require
any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment
or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such
Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand
made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may
arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be
sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied
by such Lender or the Agent, in such case (a) through (d), so long as such amounts have accrued on or before the day that is two
hundred and seventy (270) days prior to the date on which such Agent first made demand therefor (except that, if the event giving
rise to such increased costs or reductions is retroactive, then the two hundred seventy (270) day period referred to above shall
be extended to include the period of retroactive effect thereof).


§4.10Capital Adequacy.
If after the date hereof any Lender determines that (a) as a result of a Change in Law, or (b) compliance by such Lender or its
parent bank holding company with any directive of any such entity regarding liquidity or capital adequacy, has the effect of reducing
the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s commitment to
make Loans hereunder to a level below that which such Lender or holding company could have achieved but for such adoption, change
or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect
to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be
material, then such Lender may notify the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction
in the return on capital as and when such reduction is reasonably determined, upon presentation by such Lender of a statement of
the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable
averaging and attribution methods generally applied by such Lender.


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


§4.12Default Interest;
Late Charge. Following the occurrence and during the continuance of any Event of Default, and regardless
of whether or not the Agent or the Lenders shall have accelerated the maturity of the Loans, all Loans shall bear interest payable
on demand at a rate per annum equal to four percent (4.0%) above the interest rate that would otherwise be in effect hereunder
(the “Default Rate”), until such amount shall be paid in full (after as well as before judgment) until such
amount shall be paid in full (after as well as before judgment), or if any of such amounts shall exceed the maximum rate permitted
by law, then at the maximum rate permitted by law. In addition, the Borrower shall pay a late charge equal to two percent (2.0%)
of any amount of interest and/or principal payable on the Loans (other than amounts due on the Maturity Date or as a result of
acceleration), which is not paid by the Borrower within ten (10) days of the date when due.


§4.13Certificate.
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 Lender or the Agent to the Borrower, shall be prima facie
evidence of the amount due. A Lender shall be entitled to reimbursement under §4.9, or §4.10 from and after notice to
Borrower that such amounts are due given in accordance with §4.9 or §4.10 and for a period of one hundred eighty (180)
days prior to receipt of such notice if such Change in Law was effective during such one hundred eighty (90) day period.




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§4.14Limitation
on Interest. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary,
all agreements between or among the Borrower, 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 Lenders and the Agent, with respect to the subject matter of this paragraph.


§4.15Certain Provisions
Relating to Increased Costs and Non-Funding Lenders. 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 reasonable and documented costs
to be reimbursed pursuant to any one or more of the provisions of §4.4(b) (as a result of the imposition of U.S. withholding
taxes on amounts paid to such Lender under this Agreement), §4.9 or §4.10, then, upon the request of the Borrower, such
Lender, as applicable, shall use reasonable efforts in a manner consistent with such institution’s practice in connection
with loans like the Loan of such Lender to eliminate, mitigate or reduce amounts that would otherwise be payable by 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 reasonable
and necessary 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 (a) 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) (as a result of the imposition of U.S. withholding
taxes on amounts paid to such Lender under this Agreement), §4.9 or §4.10 and following the request of Borrower has been
unable to take the steps described above to mitigate such amounts (each, an “Affected Lender”) or (b) has failed to
make available to Agent its pro rata share of any Loan or its participation in any Letter of Credit Liability, and such failure
has not been cured (a “Non-Funding Lender”), then, within ninety (90) days after such notice or request for
payment or compensation or failure to fund, as applicable, Borrower shall have the right as to such Affected Lender or Non-Funding
Lender, as applicable, to be exercised by delivery of written notice delivered to the Agent and the Affected Lender or Non-Funding
Lender, within ninety (90) days of receipt of such notice or failure to fund, as applicable, to elect to cause the Affected Lender
or Non-Funding Lender, as applicable, 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 Non-Funding Lender, as applicable (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 or Non-Funding 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 or Non-Funding Lender, as applicable, the Affected Lender’s or Non-Funding 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
or Non-Funding Lender, as applicable, shall promptly execute all documents reasonably requested to surrender and transfer such
interest. The purchase price for the Affected Lender’s or Non-Funding Lender’s Commitment shall equal any and all amounts
outstanding and owed by Borrower to the Affected Lender or Non-Funding Lender, as applicable, including principal, prepayment premium
or fee, and all accrued and unpaid interest or fees.




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§5.COLLATERAL SECURITY.


§5.1Collateral.
The Obligations and the Hedge Obligations shall be secured by a perfected first priority lien and security interest to be held
by the Agent for the benefit of the Lenders on the Collateral, pursuant to the terms of the Security Documents..


§5.2Additional
Collateral. Upon the request of the Agent, the Borrower shall use commercially reasonable efforts
and undertake such reasonable action and execute such documents as may be reasonably necessary to permit the Agent, for the benefit
of the lenders, to obtain a pledge of the Equity Interests in the Subsidiaries of the Borrower that own the Plymouth 20 Assets
to secure the Obligations, with the execution and delivery of any such pledge being subject to the requirement that the Agent shall
enter into an acceptable intercreditor agreement with the lender(s) under the Plymouth Industrial 20 LLC Loan Facility (or any
replacements(s) thereof). To the extent necessary in order to grant such additional collateral, Borrower shall cause each applicable
Subsidiary that owns an Equity Interest in the Subsidiaries of the Borrower that own the Plymouth 20 Assets to execute and deliver
to Agent a Joinder Agreement wherein, as approved by the Agent and such Subsidiary shall become a Subsidiary Guarantor hereunder.
Each such Subsidiary shall be authorized, in accordance with its respective organizational documents, to be a Subsidiary Guarantor
hereunder and to execute such Security Documents as Agent may reasonably require. Borrower shall further cause all representations,
covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to
each such Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the
delivery of such Joinder Agreement, Borrower shall deliver to the Agent such organizational agreements, resolutions, consents,
opinions and other documents and instruments as the Agent may reasonably require


§6.REPRESENTATIONS
AND WARRANTIES. Borrower represents and warrants to the Agent and the Lenders as follows, each as
of the Closing Date hereof:


§6.1Corporate Authority,
Etc.


(a)       Incorporation;
Good Standing. 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. 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 each other jurisdiction where a failure to be so qualified in such other
jurisdiction could have a Material Adverse Effect.


(b)       Other
Credit Parties. Each of the other Credit Parties (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 Real Estate, owned or leased by
it is located to the extent required to do so under applicable law and in each other jurisdiction where a failure to be so qualified
could have a Material Adverse Effect.


(c)       Other
Subsidiaries. Except where a failure to satisfy such representation would not have a Material Adverse Effect, each of the Subsidiaries
of the Borrower (other than the Subsidiary 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 Real Estate owned or
leased by it is located.




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(d)       Authorization.
The execution, delivery and performance of this Agreement and the other Loan Documents to which any of the Borrower is a party
and the transactions contemplated hereby and thereby (i) are within the authority of the Credit Parties, (ii) have been duly authorized
by all necessary actions on the part of the Credit Parties, (iii) do not and will not conflict with or result in any breach or
contravention of any provision of law, statute, rule or regulation to which any Credit Party is subject or any judgment, order,
writ, injunction, license or permit applicable to any Credit Party, except as would not reasonably be expected to result in a Material
Adverse Effect, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving
of notice, or both) under any provision of the partnership agreement, articles of incorporation or other charter documents or bylaws
of, or any agreement or other instrument binding upon, any Credit Party or or any of its properties where, in the case of any agreement
or other instrument binding upon any Credit Party or any of its properties, any conflict or default would not reasonably be expected
to have a Material Adverse Effect, (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 any Credit Party other than the liens and encumbrances in favor of Agent contemplated
by this Agreement and the other Loan Documents (or any other lien or encumbrance permitted by this Agreement and/or the Loan Documents),
and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to Agent or except
as would not reasonably be expected to result in a Material Adverse Effect.


(e)       Enforceability.
The execution and delivery of this Agreement and the other Loan Documents to which any of the Credit Parties is a party are valid
and legally binding obligations of the Credit Parties 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.


§6.2Governmental
Approvals. The execution, delivery and performance of this Agreement and the other Loan Documents
to which any Credit Party 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 or waived in writing and the filing of the Security Documents in the appropriate records office
with respect thereto, in each case, except as would not reasonably be expected to result in a Material Adverse Effect.


§6.3Title to Collateral/Properties.
Except as indicated on Schedule 6.3 hereto the Borrower and its Subsidiaries own or lease all of the assets reflected in
the consolidated balance sheet of the Borrower as of the Balance Sheet Date or acquired or leased since that date (except property
and assets sold or otherwise disposed of in the ordinary course since that date), 


§6.4Financial Statements.
REIT Guarantor has furnished to Agent: (a) the consolidated balance sheet of Guarantor and its Subsidiaries as of the Balance Sheet
Date and the related consolidated statement of income and cash flow for the most recent period then ended (and available) certified
by an Authorized Officer or the chief financial or accounting officer of Guarantor, and (b) certain other financial information
relating to the Borrower and the Real Estate. Such balance sheet and statements have been prepared in accordance with generally
accepted accounting principles and fairly present in all material respects the consolidated financial condition of the Guarantor
and its Subsidiaries as of such dates and the consolidated results of the operations of the Guarantor and its Subsidiaries for
such periods. Notwithstanding the foregoing of this §6.4, projections represent Borrower’s best estimate of Borrower’s
future financial performance and such assumptions are believed by Borrower to be fair and reasonably in light of current business
conditions, and Borrower can give no assurances that such projections will be attained. 




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§6.5No Material
Changes. Since the later of Balance Sheet Date or the date of the most recent financial statements
delivered pursuant to §7.4, as applicable, except as otherwise disclosed to Agent, there has occurred no materially adverse
change in the financial condition, or business of the REIT Guarantor and its Subsidiaries taken as a whole as shown on or reflected
in the consolidated balance sheet of the Guarantor as of the Balance Sheet Date, or its consolidated statement of income or cash
flows for the calendar year then ended, other than changes 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 activities of any of the Real Estate 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 a Material Adverse Effect.


§6.6Franchises,
Patents, Copyrights, Etc. The Borrower and the Subsidiary Guarantors 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. None of the Real
Estate is owned or operated under or by reference to any registered or protected trademark, trade name, service mark or logo. 


§6.7Litigation.
As of the date hereof, except as stated on Schedule 6.7, there are no actions, suits, proceedings or investigations of any
kind pending or to the knowledge of the Borrower threatened against Borrower 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 any lien, security title or security interest created or intended to be created pursuant
hereto or thereto. As of the date hereof, except as set forth on Schedule 6.7, there are no judgments, final orders or awards
outstanding against or affecting Borrower, the Subsidiary Guarantors or any Real Estate.


§6.8No Material
Adverse Contracts, Etc. The Borrower is not 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. The
Borrower is not a party to any contract or agreement that has or could reasonably be expected to have a Material Adverse Effect.


§6.9Compliance
with Other Instruments, Laws, Etc.is the Borrower is not 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.


§6.10Tax Status.
Except as would not reasonably be expected to result in a Material Adverse Effect, Borrower (a) has made or filed all federal and
state income and all other Tax returns, reports and declarations required by any jurisdiction to which it is subject or has obtained
an extension for filing, (b) has paid prior to delinquency all Taxes and other governmental assessments and charges shown or determined
to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings
or for which any of the Borrower or their respective Subsidiaries, as applicable has set aside on its books provisions reasonably
adequate for the payment of such Taxes, and (c) has made provisions reasonably adequate for the payment of all accrued Taxes not
yet due and payable. Except as would not reasonably be expected to result in a Material Adverse Effect, there are no unpaid Taxes
claimed by the taxing authority of any jurisdiction to be due by the Borrower or their respective Subsidiaries, the officers or
partners of such Person know of no basis for any such claim, and as of the Closing Date, there are no audits pending or to the
knowledge of Borrower threatened with respect to any Tax returns filed by Borrower or their respective Subsidiaries. The taxpayer
identification number for Borrower is 45-2643280.




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


§6.12Investment
Company Act. None of the Borrower 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.


§6.13Absence of
UCC Financing Statements, Etc. Except with respect to Permitted Liens or as disclosed on the lien
search reports delivered to and approved by the Agent, there is no financing statement (but excluding any financing statements
that may be filed against Borrower or Subsidiary Guarantor without the consent or agreement of such Persons), security agreement,
chattel mortgage, real estate mortgage or other document filed or recorded with any applicable filing records, registry, or other
public office, that purports to cover, affect or give notice of any present or possible future lien on, or security interest or
security title in, any Collateral.


§6.14Setoff, Etc.
The Collateral and the rights of the Agent and the Lenders with respect to the Collateral are not
subject to any setoff, claims, withholdings or other defenses by the Borrower or any of their Subsidiaries or Affiliates or, to
the best knowledge of Borrower, any other Person other than Permitted Liens described in §8.2(i), (vi), (vii) and (viii).


§6.15Certain Transactions.
Except as disclosed on Schedule 6.15 hereto REIT Guarantor, none of the partners, officers, trustees, managers, members,
directors, or employees of Borrower or Subsidiary Guarantor is, nor shall any such Person become, a party to any transaction with
Borrower (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 or the Subsidiary Guarantors, 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 or the Subsidiary Guarantors than those that would be obtained in a comparable arms-length transaction.


§6.16Employee Benefit
Plans. Except as would not reasonably be expected to have a Material Adverse Effect, Borrower and
each ERISA Affiliate that is subject to ERISA 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. Except as would not reasonably be expected to result in a Material Adverse Effect,
neither REIT Guarantor, Borrower nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard under §412
of the Code in respect of any Multiemployer Plan or Guaranteed Pension Plan or (b) incurred any liability under Title IV of ERISA
other than a liability to the PBGC for premiums under §4007 of ERISA. Neither Borrower nor any ERISA Affiliate has failed
to make any contribution or payment to any Multiemployer Plan or Guaranteed Pension Plan, or made any amendment to any Multiemployer
Plan or Guaranteed Pension Plan, which has resulted or would reasonably be expected to result in the imposition of a Lien. None
of the Real Estate constitutes a “plan asset” of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension
Plan in each case, that is subject to ERISA.




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§6.17Disclosure.
All of the representations and warranties made by or on behalf of the Borrower and the Guarantors in this Agreement and the other
Loan Documents or any document or instrument delivered to the Agent or the Lenders pursuant to or in connection with any of such
Loan Documents are true and correct in all material respects, and neither Borrower nor any Guarantor has failed to disclose such
information as is necessary to make such representations and warranties not misleading. To the best of Borrower’s knowledge,
all information contained in this Agreement, the other Loan Documents or otherwise furnished to or made available to the Agent
or the Lenders by or on behalf of Borrower or any Guarantor is and will be true and correct in all material respects and does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
not misleading. To the best of Borrower’s knowledge, the written information, reports and other papers and data with respect
to the Borrower, the Guarantors, their Subsidiaries or the Real Estate (other than projections and estimates) furnished to the
Agent or the Lenders in connection with this Agreement or the obtaining of the Commitments of the Lenders hereunder was, at the
time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information,
reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the
subject matter in all material respects; provided that such representation shall not apply to (a) the accuracy of any appraisal,
property condition assessment, zoning or code compliance report, title commitment, survey, or engineering and environmental reports
prepared by third parties or legal conclusions or analysis provided by the Borrower’s and Guarantors’ counsel (although
the Borrower and Guarantors have no reason to believe that the Agent and the Lenders may not rely on the accuracy thereof) or (b)
budgets, projections and other forward-looking speculative information prepared in good faith by the Borrower and the Guarantors
(except to the extent the related assumptions were when made manifestly unreasonable).


§6.18Trade Name;
Place of Business. No Borrower or the Subsidiary Guarantor uses any trade name and conducts business
under any name other than its actual name set forth in the Loan Documents. The principal place of business of the Borrower and
the other Credit Parties is c/o Plymouth Industrial REIT, Inc., 260 Franklin Street, 7th Floor, Boston, Massachusetts
02110.


§6.19Regulations
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 Borrower nor any other Credit Party 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.


§6.20Environmental
Compliance. Except as set forth on Schedule 6.20 or as specifically set forth in the written
environmental site assessment reports of the Environmental Engineer provided to the Agent on or before the date hereof, or in the
case of Real Estate acquired after the date hereof, the environmental site assessment reports with respect thereto provided to
the Agent:


(a)       None
of the Real Estate, nor to Borrower’s knowledge, any tenant or operations thereon, is in violation, or alleged violation,
of any Environmental Law, which violation would reasonably be expected to have a Material Adverse Effect.




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(b)       Except
for such matters that shall be complied with as of the Closing Date, by virtue of the transactions set forth herein and contemplated
hereby, or as a condition to the recording of the Mortgages or to the effectiveness of any other transactions contemplated hereby,
none of the Borrower, the Subsidiary Guarantors or the Real Estate will become subject to any applicable Environmental Law requiring
the performance of environmental site assessments, or the removal or remediation of Hazardous Substances, or the giving of notice
to any governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement pursuant
to applicable Environmental Laws, which would reasonably be expected to have a Material Adverse Effect.


(c)       There
are no existing or closed sanitary waste landfills, or hazardous waste treatment, storage or disposal facilities on the Real Estate
except where such existence would not reasonably be expected to have a Material Adverse Effect.


(d)       Neither
the Borrower nor Subsidiary Guarantors have received any written notice from any party that any use, operation, or condition of
any Real Estate has caused any adverse condition on any other property that would reasonably be expected to result in a claim under
applicable Environmental Law that would have a Material Adverse Effect, nor does Borrower or Subsidiary Guarantor have actual knowledge
of any existing facts or circumstances that could reasonably be expected to form the basis for such a claim.


§6.21Subsidiaries;
Organizational Structure. Schedule 6.21 sets forth, as of the Closing Date, all of the Subsidiaries
and Unconsolidated Subsidiaries of Borrower, the form and jurisdiction of organization of each of the Subsidiaries and Unconsolidated
Subsidiaries, and the owners of the direct and indirect ownership interests therein. No Person owns any legal, equitable or beneficial
interest in any of the Persons set forth on Schedule 6.21 except as set forth on such Schedule. 


§6.22Property Brokers.
None of the Credit Parties has engaged or otherwise dealt with any broker, finder or similar entity
in connection with this Agreement or the Loans contemplated hereunder.


§6.23Other Debt.
As of the date of this Agreement (a) none of the Credit Parties nor any of their respective Subsidiaries is in default of (i) the
payment of any Indebtedness that individually or in the aggregate has an outstanding principal balance in excess of $500,000.00
(“Material Debt”), or (ii) the performance of any material obligation under any agreement,
mortgage, deed of trust, security agreement, financing agreement or indenture to which any of them is a party that is related to
a Material Debt, and (b) as of the Closing Date all Indebtedness of Borrower, each Guarantor and their respective Subsidiaries
is current and not subject to acceleration. No Credit Party 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
any Credit Party. Schedule 6.25 attached hereto sets forth all agreements, mortgages, deeds of trust, financing agreements or other
material agreements binding upon each Credit Party or their respective properties and entered into by a Credit Party as of the
date of this Agreement with respect to any Indebtedness of any Credit Party in an amount greater than $500,000.00, and
the Borrower has provided the Agent with such true, correct and complete copies thereof as Agent has requested. 


§6.24Solvency.
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, and, including, without limitation the provisions of §37, hereof, no Credit
Party is insolvent on a balance sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s
liabilities, each Credit Party is able to pay its debts as they become due, and each Credit Party has sufficient capital to carry
on its business.




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§6.25No Bankruptcy
Filing. As of the Closing Date, none of the Credit Parties are 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
Credit Parties have no knowledge of any Person contemplating the filing of any such petition against it.


§6.26No 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 Credit Parties 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.


§6.27Transaction
in Best Interests of Credit Parties; Consideration. The transaction evidenced by this Agreement and
the other Loan Documents is in the best interests of each Credit Party. 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 be a guarantor of the Loan, the Borrower and the Guarantors would be unable to
obtain the financing contemplated hereunder which financing will enable the Borrower and the Subsidiary Guarantors to have available
financing to conduct and expand their business. 


§6.28OFAC.
Borrower nor the Guarantors are (or will be) (i) a Sanctioned Person, (ii) located, organized or resident in a Designated Jurisdiction
or (iii) is or has been (within the previous five (5) years) engaged in any transaction with any Sanctioned Person or any Person
who is located, organized or resident in any Designated Jurisdiction to the extent that such transactions would violate Sanctions.
No Loan or Letter of Credit, nor the proceeds from any Loan or Letter of Credit, has been used, directly or indirectly, or has
otherwise been made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business
with any Sanctioned Person, or in any other manner that will result in a violation by any Credit Party or Subsidiary thereof, or
any Lender or the Agent, of Sanctions. Neither the making of the Loans nor the issuance of Letters of Credit hereunder nor the
use of proceeds thereof will violate the Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation
or executive order relating thereto or successor statute thereto. The REIT Guarantor and its Subsidiaries are in compliance in
all material respects with the Patriot Act.


§7.AFFIRMATIVE COVENANTS.
The Borrower covenants and agrees that, so long as any Loan or Note is outstanding or any Lender has any obligation to make any
Loans:


§7.1Punctual 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 in accordance with the terms hereof.


§7.2Maintenance
of Office. The Borrower will maintain their respective chief executive office at c/o Plymouth Industrial
REIT, Inc., 260 Franklin Street, 7th Floor, Boston, Massachusetts 02110, or at such other as the Borrower shall designate
upon prompt written notice to the Agent and the Lenders, where notices, presentations and demands to or upon the Borrower in respect
of the Loan Documents may be given or made.




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§7.3Records and
Accounts. The REIT Guarantor, the Borrower and the Subsidiary Guarantors 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 (in each case, in all material respects) and (b) make adequate provision for the payment of
all Taxes (including income taxes). Neither REIT Guarantor, Borrower nor any of their respective Subsidiaries shall, without the
prior written consent of the Agent (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 (unless required by GAAP or other applicable
accounting standards), or (y) change its fiscal year.


§7.4Financial Statements,
Certificates and Information. Borrower will deliver or cause to be delivered to the Agent:


(a)       not
later than ninety (90) days after the end of each calendar year, the audited Consolidated balance sheet of the REIT Guarantor and
its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in capital and cash
flows for such year, setting forth in comparative form the figures for the previous fiscal year and all such statements to be in
reasonable detail, prepared in accordance with GAAP, together with a certification by an Authorized Officer or the chief financial
officer or accounting officer of the REIT Guarantor that the information contained in such financial statements fairly presents
in all material respects the financial position of the REIT Guarantor and its Subsidiaries, and accompanied by an auditor’s
report prepared without qualification as to the scope of the audit by a member firm of Marcum, LLP or another nationally recognized
accounting firm reasonably acceptable to the Agent in its reasonable discretion, and any other information the Agent may reasonably
request to complete a financial analysis of REIT and its Subsidiaries;


(b)       not
later than sixty (60) days after the end of each calendar quarter of each year, copies of the unaudited consolidated balance sheet
of the REIT Guarantor and its Subsidiaries as at the end of such quarter, and the related unaudited consolidated statements of
income and cash flows for the portion of the REIT Guarantor’s fiscal year then elapsed, all in reasonable detail and prepared
in accordance with GAAP, together with a certification by an Authorized Officer or the chief financial officer or accounting officer
of REIT Guarantor that the information contained in such financial statements fairly presents in all material respects the financial
position of the REIT Guarantor and its Subsidiaries on the date thereof (subject to year-end adjustments);


(c)       simultaneously
with the delivery of the financial statements referred to in subsections (a) and (b) above a statement (a “Compliance
Certificate”) certified by an Authorized Officer or the chief financial officer or chief accounting officer of Guarantor
in the form of Exhibit D hereto (or in such other form as the Agent may reasonably approve from time to time) setting forth
in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in
§9. All income, expense, debt and value associated with Real Estate or other Investments disposed of during any quarter will
be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements
of Net Operating Income for such calendar quarter for each Real Estate, 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 an Authorized Officer or the chief financial officer or chief accounting officer of REIT Guarantor that the information
contained in such statement fairly presents in all material respects Net Operating Income of the Real Estate;




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


(e)       intentionally
omitted;


(f)       if
reasonably requested by Agent, promptly after they are filed with the Internal Revenue Service, copies of all annual federal income
tax returns and amendments thereto of the Borrower;


(g)       copies
of all reports and notices reported to shareholders of the REIT Guarantor must be provided to the Agent within 15 days from the
date shareholders are presented materials, provided that any item that is filed via Form 8K or otherwise publicly available through
the SEC shall be treated as being delivered to the Agent;


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


(i)       copies
of all financial and covenant reporting for the Plymouth 20, LLC senior loans simultaneously with providing to respective lenders;


(j)       not
later than December 15 of each year, a budget and business plan for the REIT Guarantor for the next calendar year;


(k)       to
the extent requested by Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the
Real Estate;


(l)       from
time to time such other financial data and information in the possession of the REIT Guarantor or their respective Subsidiaries
(including without limitation auditors’ management letters, status of litigation or investigations against the Credit Parties
and any settlement discussions relating thereto (unless the Borrower in good faith believe that such disclosure could result in
a waiver or loss of attorney work product, attorney-client or any other applicable privilege), property inspection and environmental
reports and information as to zoning and other legal and regulatory changes affecting the Credit Parties) as the Agent may reasonably
request.


The Borrower shall reasonably cooperate with
the Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Borrower.
Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower to the Agent
(collectively, “Information Materials”) pursuant to this Section and the Borrower shall designate Information Materials
(a) that are either available to the public or not material with respect to the Borrower and its Subsidiaries or any of their respective
securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are
not Public Information as “Private Information.” Unless and until Agent or the Lenders receive written notification
to the contrary, Borrower hereby designates all Information Materials as “Private Information” for purposes of this
Section and this Agreement. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to
Agent 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




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thereof. Upon the request of Agent, the Borrower
shall deliver paper copies thereof to Agent. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such
materials, including without limitation the Information Materials through the use of Intralinks, SyndTrak or any other electronic
information dissemination system (an “Electronic System”). Any such Electronic System is provided “as is”
and “as available.” The Agent and the Arranger do not warrant the adequacy of any Electronic System and expressly disclaim
liability for errors or omissions in any notice, demand, communication, information or other material provided by or on behalf
of Borrower that is distributed over or by any such Electronic System (“Communications”). No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third-party rights or freedom from viruses or other code defects, is made by Agent or the Arranger in connection
with the Communications or the Electronic System. In no event shall the Agent, the Arranger or any of their directors, officers,
employees, agents or attorneys have any liability to the Borrower or the Guarantors, any Lender or any other Person for damages
of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses
(whether in tort, contract or otherwise) arising out of the Borrower’s, any Guarantors’, the Agent’s or any Arranger’s
transmission of Communications through the Electronic System, and the Borrower and the Guarantors release Agent, the Arranger and
the Lenders from any liability in connection therewith. Certain of the Lenders (each, a “Public Lender”) may have personnel
who do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or its Affiliates, or
the respective securities of any of the foregoing, and who may be engaged in investment and other market related activities with
respect to such Persons’ securities.


The Borrower hereby agrees that it will identify
that portion of the Information Materials that may be distributed to the Public Lenders and that (i) all such Information Materials
shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (ii) by marking Information Materials “PUBLIC,” the Borrower shall
be deemed to have authorized the Agent, the Lenders and the Arranger to treat such Information Materials as not containing any
material non-public information with respect to the Borrower, its Subsidiaries, its Affiliates or their respective securities for
purposes of United States Federal and state securities laws (provided, however, that to the extent such Information Materials constitute
confidential information, they shall be treated as provided in §18.7); (iii) all Information Materials marked “PUBLIC”
are permitted to be made available through a portion of any electronic dissemination system designated “Public Investor”
or a similar designation; and (iv) the Agent and the Arranger shall be entitled to treat any Information Materials that are not
marked “PUBLIC” as being suitable only for posting on a portion of any electronic dissemination system not designated
“Public Investor” or a similar designation.


§7.5Notices.


(a)       Defaults.
The Credit Parties 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 written 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 Borrower 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 Credit Parties shall forthwith give written notice thereof
to the Agent and each of the Lenders, describing the notice or action and the nature of the claimed default.




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(b)       Environmental
Events. The Credit Parties will give notice to the Agent within five (5) Business Days of becoming aware of (i) any 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 a Credit Party reports in writing or is reportable by such Person in writing (or for which any written report supplemental
to any oral report is made) to any federal, state or local environmental agency or (iii) any written inquiry, proceeding, or investigation,
including a written notice from any agency of potential environmental liability, of any federal, state or local environmental agency
or board, that in the case of either clauses (i) – (iii) above involves any Real Estate and would reasonably be expected
to have a Material Adverse Effect, or materially adversely affect the Agent’s liens or security title on the Collateral pursuant
to the Security Documents.


(c)       Notification
of Claims Against Collateral. The Credit Parties will give notice to the Agent in writing within five (5) Business Days of
becoming aware of any material setoff, claims, withholdings or other defenses to which any of the Collateral, or the rights of
the Agent or the Lenders with respect to the Collateral, are subject, which could have a Material Adverse Effect.


(d)       Notice
of Litigation and Judgments. The Credit Parties will give notice to the Agent in writing within five (5) Business Days of becoming
aware of any pending litigation and proceedings affecting any Credit Party is a party involving an uninsured claim against a Credit
Party 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 will give notice to the Agent, in writing, within ten (10) days of any
judgment not covered by insurance, whether final or otherwise, against a Credit Party in an amount in excess of $5,000,000.


(e)       ERISA.
The Credit Parties will give notice to the Agent within ten (10) Business Days after the REIT Guarantor 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 (including any
received from the trustee of a Multiemployer Plan) 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, in each case if such event or occurrence would reasonably be expected to have a Material Adverse Effect.


(f)       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.


§7.6Existence;
Maintenance of Properties.


(a)       Each
Credit Party will preserve and keep in full force and effect their legal existence in the jurisdiction of its incorporation or
formation. Each Credit Party will preserve and keep in full force all of their rights and franchises, the preservation of which
is necessary to the conduct of their business, to the extent that the failure to do so could reasonably be expected to result in
a Material Adverse Effect.




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(b)       Each
Credit Party (i) will cause all of the Real Estate to be maintained and kept in good condition, repair and working order (ordinary
wear and tear excepted) and supplied with all necessary equipment, and (ii) will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof in each case under (i) or (ii) above in which the failure to do so would cause
a Material Adverse Effect. Without limitation of the obligations of the Borrower and the Subsidiary Guarantors under this Agreement
with respect to the maintenance of the Real Estate, the Borrower and the Subsidiary Guarantors shall promptly and diligently comply
with the reasonably and necessary recommendations of the Environmental Engineer concerning the maintenance, operation or upkeep
of the Real Estate contained in the building inspection and environmental reports delivered to the Agent or otherwise obtained
by Borrower or the Subsidiary Guarantors with respect to the Real Estate, that are required by Environmental Laws.


§7.7Insurance;
Condemnation.


The Borrower or the Subsidiary
Guarantors will, at their expense, procure and maintain for the benefit of the Borrower, the Subsidiary Guarantors and the Agent,
insurance policies issued by such insurance companies, in such amounts, in such form and substance, and with such coverages, endorsements,
deductibles and expiration dates as are reasonably acceptable to the Agent, taking into consideration the property size, use, and
location that a commercially prudent lender would require, providing the following types of insurance covering each parcel of Real
Estate:


§7.8Taxes; Liens.
The Borrower or the Subsidiary 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 Real Estate, sales and activities, or any part thereof, or upon the income or profits therefrom, as well
as all claims for labor, materials or supplies, that if unpaid might by law become a lien (other than a Permitted Lien) or charge
upon any of its property or other Liens affecting any of the Collateral or other property of Borrower or the Subsidiary Guarantors,
or, with respect to their respective Subsidiaries that in case of any of the foregoing could reasonably be expected to have a Material
Adverse Effect, provided that any such tax, assessment, charge or levy or claim need not be paid if the validity or amount
thereof shall currently be contested in good faith by appropriate proceedings which shall suspend the collection thereof with respect
to such property, 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 Borrower or any such Subsidiary shall have set aside on its books adequate reserves in
accordance with GAAP; and provided, further, that forthwith upon the commencement of proceedings to foreclose any
lien that may have attached as security therefor, Borrower or any such Subsidiary either (i) will provide a bond issued by a surety
reasonably acceptable to the Agent and sufficient to stay all such proceedings or (ii) if no such bond is provided, will pay each
such tax, assessment, charge or levy.


§7.9Inspection
of Real Estate and Books. The Borrower and the Subsidiary Guarantors will, and will cause their respective
Subsidiaries to, permit the Agent and the Lenders, at the Borrower’ expense (subject to the limitation set forth below) and
upon reasonable prior notice, to visit and inspect any of the Real Estate during normal business hours, to examine the books of
account of the Borrower and the Subsidiary Guarantors (and to make copies thereof and extracts therefrom) and to discuss the affairs,
finances and accounts of the Borrower and the Subsidiary Guarantors with, and to be advised as to the same by, their respective
officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided
that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and the Subsidiary Guarantors
shall not be required to pay for such visits and inspections more than once in any twelve (12) month period. The Agent and 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 REIT Guarantor and its Subsidiaries.




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§7.10Compliance
with Laws, Contracts, Licenses, and Permits. The Borrower and the Subsidiary Guarantors will comply
in all respects with (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, (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. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government
shall become necessary or required in order that the Borrower or their respective Subsidiaries may fulfill any of its obligations
hereunder, the Borrower or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization,
consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof, except where the failure to obtain
the foregoing could not reasonably be expected to have a Material Adverse Effect. The Borrower and the Subsidiary Guarantors shall
develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly
advise Agent in writing in the event that the Borrower and the Subsidiary Guarantors shall determine that any investors in Borrower
are in violation of such act.


§7.11Further Assurances.
The Credit Parties 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 provided that such instrument and documents are consistent with the terms of the Loan Documents and do not
impose any additional material obligations or expenses on the Credit Parties.


§7.12RESERVED.


§7.13Business Operations.
The Credit Parties will not and will not permit any of their respective Subsidiaries to engage in any business other than to acquire,
own, use, operate, manage, finance, sell, lease, sublease, exchange or otherwise dispose of industrial properties (and other properties
described in in the United States, directly or indirectly, and engage in any other activities related or incidental thereto or
permitted pursuant to the terms hereof.


§7.14Registered
Service Mark. Without prior written notice to the Agent, none of the Real Estate shall be owned or
operated by the Borrower or the Subsidiary Guarantors under any registered or protected trademark, tradename, service mark or logo.


§7.15Ownership
of Real Estate. Without the prior written consent of Agent (which consent shall not be unreasonably
withheld, conditioned or delayed), all Real Estate and all interests (whether direct or indirect) of Borrower or REIT Guarantor
in any real estate assets now owned or leased or acquired or leased after the date hereof shall be owned or leased directly by
Borrower or a Wholly Owned Subsidiary of Borrower; provided, however that Borrower shall be permitted to own or lease
interests in Real Estate through non-Wholly Owned Subsidiaries and Unconsolidated Affiliates as permitted by §8.3.


§7.16Plan Assets.
The Credit Parties will do, or cause to be done, all things necessary to ensure that none of the Real Estate will be deemed to
be Plan Assets at any time.


§7.17Guarantor
Covenants. Borrower shall cause REIT Guarantor to comply with the following covenants:




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(a)       REIT
Guarantor will not make or permit to be made, by voluntary or involuntary means, any transfer or encumbrance of its interest in
Borrower, or any dilution of its interest in Borrower, that would result in a Change of Control; and


(b)       the
REIT Guarantor shall not dissolve, liquidate or otherwise wind-up its business, affairs or assets.


§7.18Liquidity
Reserve. Until the earlier of (i) the consummation of the refinancing of the MWG Loan with a non-recourse
mortgage loan reasonably acceptable to the Agent (i.e. a life insurance company execution at 68% leverage or less) and (ii) December
31, 2018, the first $20,000,000 of Net Proceeds from (i) additional equity raised of any kind (including but not limited to common
equity, preferred equity, or JV equity) by the Credit Parties or any of their Subsidiaries, (ii) asset sales (other than on the
Plymouth 20 Assets as outlined in as outlined in §3.2(b) above), or (iii) refinancing of any assets (other than on the Plymouth
20 Assets as outlined as outlined in §3.2(b) above), shall either (in Borrower’s sole discretion, with such election
being binding on all future application of Net Proceeds under this §7.18) (a) be deposited in an escrow account with the Agent
(the “Liquidity Reserve”) or (b) be used to prepay the loans under KeyBank Revolver. The Borrower may, at any time
or from time to time, in its sole discretion, use the Liquidity Reserve (provided any re-advance of loans under the KeyBank Revolver
shall be subject to satisfaction of all conditions precedent to advances thereunder) to re-margin the MWG Loan such that it can
be simultaneously refinanced as outlined above, provided that if the MWG is not refinanced by December 31, 2018, the Borrower shall
prepay the Loans with the Liquidity Reserve, in an amount equal to such Liquidity Reserve, as of such date.


§7.19REIT Guarantor.
The Equity Interests of REIT Guarantor shall at all times be publicly traded on the New York Stock Exchange, or some other comparable
stock exchange approved by Agent. The REIT Guarantor shall at all times comply with all requirements of applicable laws necessary
to maintain its status as a real estate investment trust under the Code, shall elect to be treated as a real estate investment
trust and shall operate its business in compliance with the terms and conditions of this Agreement applicable to REIT Guarantor
and the other Loan Documents to which it is a party.


§7.20Sanctions
Laws and Regulations. The Borrower shall not, directly or indirectly, use the proceeds of the Loans
or any Letter of Credit or lend, contribute or otherwise make available such proceeds to any Guarantor, Subsidiary, Unconsolidated
Affiliate or other Person (i) to fund any activities or business of or with any Designated Person, or in any country or territory,
that at the time of such funding is itself the subject of territorial sanctions under applicable Sanctions, (ii) in any manner
that would result in a violation of applicable Sanctions by any party to this Agreement, or (iii) in any manner that would cause
the Borrower, the Guarantors or any of their respective Subsidiaries to violate the United States Foreign Corrupt Practices Act.
None of the funds or assets of the Borrower or Guarantors that are used to pay any amount due pursuant to this Agreement shall
constitute funds obtained from transactions with or relating to Designated Persons or countries which are themselves the subject
of territorial sanctions under applicable Sanctions. Borrower shall maintain policies and procedures designed to achieve compliance
with Sanctions.


§7.21Interest Rate
Protection. Within ninety (90) days of the Closing Date (or such later date as may be approved by
the Agent) Borrower shall purchase an interest rate cap on LIBOR in an amount equal to 50% of the Loan amount at closing at a LIBOR
ceiling reasonably acceptable to the Agent, which interest rate cap shall be collaterally assignment to the Agent to secure the
Obligations.


§8.NEGATIVE COVENANTS.
The Credit Parties covenant and agree that, so long as any Loan or Note is outstanding or any of the Lenders has any obligation
to make any Loans:




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§8.1Restrictions
on Indebtedness. The Credit Parties will not create, incur, assume, guarantee or be or remain liable,
contingently or otherwise, with respect to any Indebtedness other than:


(i)       Indebtedness
to the Lenders arising under any of the Loan Documents and Hedge Obligations to a Lender Hedge Provider;


(ii)       current
liabilities of the Credit Parties incurred in the ordinary course of business, including but not limited to short term unsecured
financing arrangements not to exceed [$500,000] in the aggregate at any time, 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;


(iii)       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;


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


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


(vi)       Indebtedness
incurred to any other landowners, government or quasi-government or entity or similar entity in the ordinary course of business
in connection with the construction or development of any Real Estate, including, without limitation, subdivision improvement agreements,
development agreements, reimbursement agreements, infrastructure development agreements, agreements to construct or pay for on-site
or off-site improvements and similar agreements incurred in the ordinary course of business in connection with the development
of Real Estate or construction of infrastructure in connection therewith;


(vii)       Indebtedness
under the KeyBank Revolver;


(viii)       Indebtedness
of the REIT Guarantor and the Borrower in connection with customary recourse carve-outs and environmental indemnifications related
to Indebtedness incurred by Subsidiaries (other than any Subsidiary Guarantor) of the REIT Guarantor.


The foregoing shall not
preclude Subsidiaries of the REIT Guarantor (other than Borrower or a Subsidiary Guarantor) to incur Indebtedness which would be
prohibited by the terms of this §8.1), subject to §3.2.




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§8.2Restrictions
on Liens, Etc.The Credit Parties will not (a) create or incur or suffer to be created or incurred
or to exist any lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, or other security interest of any
kind upon the Collateral, the Equity Interests in any Borrower or any Subsidiary Guarantor, or any of the Subsidiary Guarantor’s
material respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits
therefrom; (b) transfer any of the Borrower or the Subsidiary Guarantor’s material 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 as to the Collateral over
any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles,
chattel paper or instruments, with or without recourse; 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 the Subsidiary Guarantors may
create or incur or suffer to be created or incurred or to exist:


(i)       Liens
not yet due or payable on properties to secure taxes, assessments and other governmental charges (excluding any Lien imposed pursuant
to any of the provisions of ERISA) or claims for labor, material or supplies incurred in the ordinary course of business in respect
of obligations not overdue by more than sixty (60) days or are being contested in good faith and by appropriate proceedings diligently
conducted with adequate reserves being maintained by Borrower in accordance with GAAP or not otherwise required to be paid or discharged
under the terms of this Agreement or any of the other Loan Documents;


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


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


(iv)       judgment
liens and judgments that do not constitute an Event of Default;


(v)       Liens
consisting of pledges of security interests in the ownership interests of any Subsidiary which is not Borrower or a Subsidiary
Guarantor or the direct or indirect owner of an interest in Borrower or a Subsidiary Guarantor securing Indebtedness which is permitted
by §8.1 or lien securing Indebtedness otherwise permitted herein;


(vi)       encumbrances
on a Real Estate consisting of easements, rights of way, zoning restrictions, 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 Borrower or a Subsidiary
Guarantor is a party, purchase money security interests and other liens or encumbrances, which do not individually or in the aggregate
have a Material Adverse Effect;


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




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(viii)       Liens
and encumbrances on a Real Estate expressly permitted under the terms of the Mortgage relating thereto.


§8.3Restrictions
on Investments.


(a)       No
Credit Party will make or permit to exist or to remain outstanding any Investment except Investments in:


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


(ii)       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;


(iii)       demand
deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of
$100,000,000; 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 will not exceed $200,000;


(iv)       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;


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


(vi)       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 (i) through (iv) and have total
assets in excess of $50,000,000;


(vii)       the
acquisition of fee interests or long-term ground lease interests by Borrower or Subsidiary Guarantor or other Subsidiaries (directly
or indirectly) in real estate and investments incidental thereto, any and all construction and development related thereto;


(viii)       Investments
by the REIT Guarantor in the Borrower, and Investments by the Borrower (directly or indirectly) in Subsidiaries of Borrower;


(ix)       Investments
which constitute Indebtedness to the extent such Indebtedness is permitted pursuant to §8.1;


(b)       The
Borrower shall not permit Investments by the Borrower and/or the REIT Guarantor or the REIT Guarantor’s Subsidiaries to be
outstanding at any one time which exceed the following:




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(i)       Investments
in unimproved land to exceed two and one half percent (2.5%) of Total Asset Value;


(ii)       Investments
in re-development projects to exceed ten percent (10%) of Total Asset Value;


(iii)       Investments
in non-Wholly Owned Subsidiaries and Affiliates to exceed twenty percent (20%) of Total Asset Value and


(iv)       Notwithstanding
the foregoing, in no event shall the aggregate value of the Investments described in §8.3(b)(i) through (iii) exceed twenty
percent (20%) of Total Asset Value at any time, with any violation of the foregoing ((i) through (iv)) limits not constituting
an Event of Default but shall result in such excess being excluded when calculating Total Asset value..


For the purposes of this
§8.3, the Investment of Borrower or Subsidiary Guarantors in any non-Wholly Owned Subsidiaries and Unconsolidated Affiliates
will equal (without duplication) the sum of (i) such Person’s pro rata share of their Unconsolidated Affiliate’s Investment
in Real Estate; plus (ii) such Person’s pro rata share of any other Investments valued at the GAAP book value.


§8.4Merger, Consolidation.
No Credit Party will 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 (other than any Subsidiary that is a Subsidiary Guarantor) with and into Borrower (it being understood
and agreed that in any such event Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries
of Borrower or (iii) in connection with the release of all Collateral owned by such Subsidiary Guarantor.


§8.5Intentionally
Deleted.


§8.6Compliance
with Environmental Laws. None of the Credit Parties will do any of the following: (a) use any of
the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances,
except for quantities of Hazardous Substances used in the ordinary course of a Subsidiary Guarantor’s or its tenants’
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 material compliance with
Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in material compliance with Environmental
Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that would reasonably be expected to cause
a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties which would 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, any such use, generation, conduct
or other activity described in clauses (a) to (e) of this §8.6 would not reasonably be expected to have a Material Adverse
Effect.


The Credit Parties shall:


(i)       in
the event of any change in applicable Environmental Laws governing the assessment, release or removal of Hazardous Substances,
take all reasonable action as required by such Laws, and




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(ii)       if
any Release or disposal of Hazardous Substances which Borrower or the Subsidiary Guarantors are legally obligated to contain, correct
or otherwise remediate shall occur or shall have occurred on any Real Estate (including without limitation any such Release or
disposal occurring prior to the acquisition or leasing of such Real Estate by the Borrower or the Subsidiary Guarantors), the relevant
Borrower or Subsidiary Guarantor shall, after obtaining knowledge thereof, cause the performance of actions required by applicable
Environmental Laws at the Real Estate in material compliance with all applicable Environmental Laws; provided, that each
of the Borrower and the Subsidiary Guarantors 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 such event to the reasonable satisfaction of the Agent or has taken and is diligently pursuing a challenge to any such
alleged legal obligation through appropriate administrative or judicial proceedings. The Agent may engage its own Environmental
Engineer to review the environmental assessments and the compliance with the covenants contained herein.


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


§8.7Distributions.
Borrower and REIT Guarantor may make Distributions of up to 95% of Funds Available for Distribution, provided neither Borrower
nor REIT Guarantor shall pay any Distribution to its partners, members, or other owners or shareholders, if (a) an Event of Default
is in existence, or (b) the Net Unrestricted Cash Amount shall be (or would be after giving effect to such Distributions) less
than $2,500,000. 


§8.8Asset Sales.
The Borrower and the Subsidiary Guarantors will not sell, transfer or otherwise dispose of any material asset other than pursuant
to a bona fide arm’s length transaction or if replaced with an asset of equal value, and subject in all instances to §3.2
hereof.




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§8.9Derivatives
Contracts. No Borrower or Subsidiary Guarantor shall contract, create, incur, assume or suffer to
exist any Derivatives Contracts except for Derivative Contracts made in the ordinary course of business and not prohibited pursuant
to §8.1 which are not secured by any portion of the collateral granted to the Agent under any of the Loan Documents (other
than Hedge Obligations).


§8.10Transactions
with Affiliates. No Borrower or Subsidiary Guarantor shall 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 Borrower), except (i) transactions set forth on Schedule 6.15 attached hereto, (ii) transactions pursuant
to the reasonable requirements of the business of such Person and upon fair and reasonable terms which are no less favorable to
such Person than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate and (iii)
distributions permitted under §8.7.


§8.11Management
Fees. The Credit Parties shall not pay, and shall not permit to be paid, any property management, advisory or acquisition fees
or other payments under any Management Agreement for any Real Estate to any Person that is an Affiliate of the Credit Parties in
the event that a Default or Event of Default shall have occurred and be continuing.


§8.12Changes
to Organizational Documents. Borrower shall not amend or modify, or permit the amendment or modification
of, the limited liability company agreements or other formation or organizational documents of Borrower, any Subsidiary, or any
Subsidiary Guarantor in any material respect, without the prior written consent of Agent (which consent shall not be unreasonably
withheld, conditioned or delayed). Without limiting the foregoing, any amendment to the provisions of any Preferred Securities
of Borrower, or to the rights or powers of the holders of the Preferred Securities shall be a material amendment requiring the
consent of Agent.


§9.FINANCIAL COVENANTS.
The Borrower and REIT Guarantor covenant and agree that, so long as any Loan or Note is outstanding or any Lender has any obligation
to make any Loans, the Borrower and REIT Guarantor, as applicable, shall at all times comply with the following covenants. The
Borrower’ and REIT Guarantor’s compliance with the following covenants shall be tested quarterly, as of the close of
each fiscal quarter.


§9.1Maximum Total
Leverage Ratio. The Total Leverage shall not exceed shall not exceed 72.5%, decreasing to 70% on
November 23, 2019 and all times thereafter. 


§9.2Maximum Total
Senior Leverage Ratio. The Total Senior Leverage shall not exceed shall not exceed 65%.


§9.3Minimum Fixed
Charge Ratio. The REIT Guarantor’s Fixed Charge Ratio shall not be less than 1.25 to 1.0.


§9.4Minimum Debt
Service Coverage Ratio. The REIT Guarantor’s Debt Service Coverage Ratio shall not be less
than 1.50 to 1.0.


§9.5Minimum Consolidated
Tangible Net Worth. The Consolidated Tangible Net Worth of the REIT Guarantor and its respective
Subsidiaries shall not be less than the sum of (i) $70,878,288.00, plus (ii) an amount equal to 80% of the net proceeds from any
issuance of common or Preferred Securities Equity Interests in REIT Guarantor or Borrower following the Closing Date, plus (iii)
an amount equal to 80% of the equity in any Real Estate contributed to REIT Guarantor or Borrower following the Closing Date.




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§10.CLOSING CONDITIONS.
The obligation of the Lenders to make the initial Loans shall be subject to the satisfaction (unless waived by Lenders in writing)
of the following conditions precedent:


§10.1Loan 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.


§10.2Certified
Copies of Organizational Documents. The Agent shall have received from each Credit Party a copy,
certified as of a recent date by the appropriate officer of each State in which such Person is organized 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 such Credit Party, as applicable, and its qualification to do
business, as applicable, as in effect on such date of certification.


§10.3Resolutions.
All action on the part of each Credit Party, 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.


§10.4Incumbency
Certificate; Authorized Signers. The Agent shall have received from each Credit Party 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 each Credit Party a certificate,
dated as of the Closing Date, signed by a duly authorized representative of such Credit Party and giving the name and specimen
signature of each Authorized Officer who shall be authorized to make Loan Requests and Conversion/Continuation Requests and to
give notices and to take other action on behalf of such Credit Party under the Loan Documents.


§10.5Opinion 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 each Credit Party in form and substance reasonably satisfactory to the Agent.


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


§10.7Insurance.
The Agent shall have received certificates evidencing that the Agent is named as loss payee or additional insured, as applicable,
on all policies of insurance as required by this Agreement or the other Loan Documents.


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


§10.9Representations
and Warranties. The representations and warranties made by the Credit Parties in the Loan Documents
or otherwise made by or on behalf of the Credit Parties 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 (unless such representations and warranties are limited by their terms to a specific date).




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§10.10Proceedings
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 and are customarily required in connection with similar transactions.


§10.11Compliance
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. Further, such Compliance Certificate shall be based
upon financial data and information with respect to Real Estate as of the end of the most recent calendar month as to which data
and information is available.


§10.12Consents.
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.


§10.13Other.
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 and are customarily required in connection with similar
transactions.


§10.14Plymouth
Industrial 20 LLC Loan Facility. All of the terms and conditions required to be performed or complied
with pursuant to the Plymouth Industrial 20 LLC Loan Facility have been performed or complied with, and on the Closing Date there
shall exist no default or event of default under the Plymouth Industrial 20 LLC Loan Facility.


§10.15Mezzanine
Loan Facility. The Mezzanine Loan Facility shall be simultaneously repaid in full and all liens granted
thereunder shall be released.


§11.RESERVED.


§12.EVENTS OF DEFAULT;
ACCELERATION; ETC.


§12.1Events 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 within five (5) days of the date that the same shall become due and payable,
any reimbursement obligations with respect to any fees or other sums due hereunder (other than any voluntary prepayment) or under
any of the other Loan Documents within five (5) days after notice from Agent, whether at the stated date of maturity or any accelerated
date of maturity or at any other date fixed for payment;


(c)       [Reserved];




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(d)       any
of the Borrower or the other Credit Parties or any of their respective Subsidiaries shall fail to perform any other term, covenant
or agreement contained in §9.1, §9.2, §9.3, §9.4 or §9.5;


(e)       any
of the Borrower or the other Credit Parties 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 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for
thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within
such thirty (30)-day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days
of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary
to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Agent’s original notice;
provided that the foregoing cure provisions shall not pertain to any default consisting of a failure to comply with §8.4,
§8.7, or to any Default excluded from any provision of cure of defaults contained in any other of the Loan Documents and with
respect to any defaults under §8.1, §8.2, §8.3, §8.4, §8.7 or §8.8, the thirty (30) day cure period
described above shall be reduced to a period of ten (10) days and no additional cure period shall be provided with respect to such
defaults;


(f)       any
material representation or warranty made by or on behalf of the Credit Parties or any of their respective Subsidiaries in this
Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan, or in any other document
or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, 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 except to
the extent it is not reasonably expected to have a Material Adverse Effect;


(g)       Any
(a) Borrower or other Credit Party defaults (after the expiration of any notice and cure or grace period) under any recourse Indebtedness
or suffers a claim under non-recourse carve-out guaranty with respect to all uncured defaults at any time, or (b) Borrower, Guarantor
or any Subsidiary thereof defaults (after the expiration of any notice and cure or grace period) under any Non-Recourse Indebtedness
in an aggregate amount equal to or greater than $20,000,000 with respect to all uncured defaults at any time;


(h)       any
of the Borrower or other Credit Party, (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 any
of the foregoing;


(i)       a
petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the
Borrower or other Credit Party 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 ninety (90)
days following the filing or commencement thereof;




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(j)       a
decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrower or other Credit Party
or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree
or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter
constituted;


(k)       there
shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, one or more uninsured or unbonded
final judgments against REIT Guarantor or any Subsidiary that, either individually or in the aggregate, exceed in excess of $5,000,000.00
in any calendar year;


(l)       any
of the material Loan Documents 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 Required Lenders, or any action at law, suit in equity
or other legal proceeding to cancel, revoke or rescind any of the material Loan Documents shall be commenced by or on behalf of
any of the Credit Parties, 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 material Loan Documents
is illegal, invalid or unenforceable in accordance with the terms thereof;


(m)       REIT
Guarantor ceases to be treated as a real estate investment trust under the Code in any taxable year or the common Equity Interests
of the REIT Guarantor shall fail to be listed and traded on the New York Stock Exchange or another publicly recognized exchange;


(n)       with
respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected
to result in liability of any of the Credit Parties to pay money to the PBGC or such Guaranteed Pension Plan in an aggregate amount
exceeding $1,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring
reasonably would be expected to result in the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by
the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have
been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to
terminate such Guaranteed Pension Plan;


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


(p)       any
of the Borrower, the Guarantors or any of their respective Subsidiaries or any shareholder, officer, director, partner or member
of any of them shall be indicted for a federal crime, a punishment for which could include the forfeiture of (i) any assets
of such Person which in the good faith judgment of the Required Lenders could have a Material Adverse Effect, or (ii) the
Collateral;


(q)       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 any Guaranty or any other Loan Document,
or shall fail to observe or comply with any term, covenant, condition or agreement under any Guaranty or any other Loan Document;




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(r)       Less
than two (2) of the following individuals continue to be employed by the REIT Guarantor in senior management / principal positions:
Jeffrey E. Witherell, Pendleton P. White, Jr., and Daniel Wright (the “Key Man Test”); provided such occurrence shall
not constitute an Event of Default if there is no Key Man or similar test in any other indebtedness of the REIT Guarantor and its
Subsidiaries or in the organizational documents of the REIT Guarantor and its Subsidiaries;


(s)       (i)
the occurrence of an event of default (after the expiration of any notice and cure or grace period)
under the KeyBank Revolver, or (ii) the repayment in full and termination of the KeyBank Revolver; or


(t)       any
Change of Control shall occur; then, and upon any such Event of Default, 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, and the other
Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any
Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become 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.


§12.2RESERVED.


§12.3RESERVED.


§12.4Remedies.
In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated
the maturity of the Loans pursuant to §12.1, the Agent on behalf of the Lenders may, and upon the direction of the Required
Lenders shall, proceed to protect and enforce their rights and remedies under this Agreement, the Notes and/or any of the other
Loan Documents by suit in equity, action at law or other appropriate proceeding, including to the full extent permitted by applicable
law the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents, the obtaining
of the ex parte appointment of a receiver, and, if any amount shall have become due, by declaration or otherwise, the enforcement
of the payment thereof. No remedy herein conferred upon the Agent or the holder of any Note is intended to be exclusive of any
other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or any other provision of law. Notwithstanding the provisions of this Agreement
providing that the Loans may be evidenced by multiple Notes in favor of the Lenders, the Lenders acknowledge and agree that only
the Agent may exercise any remedies arising by reason of a Default or Event of Default. If any Credit Party 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 and documented 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) days after demand bear interest at the rate for overdue amounts as
set forth in this Agreement. In the event that all or any portion of the Obligations is collected by or through an attorney-at-law,
the Borrower shall pay all costs of collection including, but not limited to, reasonable attorney’s fees.




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§12.5Distribution
of Collateral Proceeds. In the event that, following the occurrence and during the continuance of
any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with
respect to the realization upon any of the Collateral or other assets of Credit Parties, 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 and documented out-of-pocket
costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent to protect or preserve
the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by
the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any
of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against
any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;


(b)       Second,
to all other Obligations (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) 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,
to the payment of the Hedge Obligations, if any; and


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


§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 or any Affiliate thereof to any Credit Party and any securities or other property of such parties
in the possession of such Lender or any Affiliate may, without notice to any Credit Party (any such notice being expressly waived)
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 Credit
Parties. Each of the Lenders agrees with each other Lender that if such Lender shall receive from a Credit Party, 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.




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§14.THE AGENT.


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


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


§14.3No 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 to the Lenders 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 willful misconduct or gross negligence as
finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods or (b) any action
taken or not taken by Agent with the consent or at the request of the Required Lenders. The 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”.


§14.4No 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 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 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 




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warranties, express or implied,
nor does it assume any liability to the Lenders, with respect to the creditworthiness or financial condition of the Borrower or
any of their respective Subsidiaries, or the value of the Collateral or any other assets of the Borrower or any of their respective
Subsidiaries. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender, and
based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender,
based upon such information and documents as it deems appropriate at the time, continue to make its own credit analysis and decisions
in taking or not taking action under this Agreement and the other Loan Documents. Agent’s Special Counsel has only represented
Agent and KeyBank in connection with the Loan Documents and the only attorney client relationship or duty of care is between Agent’s
Special Counsel and Agent or KeyBank. Each Lender has been independently represented by separate counsel on all matters regarding
the Loan Documents and the granting and perfecting of liens in the Collateral.


§14.5Payments.


(a)       A
payment by the Borrower 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.


(b)       If
in the reasonable 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.


§14.6Holders 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.


§14.7Indemnity.
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.




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§14.8Agent 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.


§14.9Resignation.
The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the
Borrower. The Required Lenders may remove the Agent from its capacity as Agent in the event of the Agent’s gross negligence
or willful misconduct or if the Agent is a Defaulting Lender. Upon any such resignation, or removal, the Required Lenders, subject
to the terms of §18.1, shall have the right to appoint as a successor Agent, (i) any Lender or (ii) 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. Unless a Default or Event of Default shall have
occurred and be continuing, such successor Agent 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 or the Required Lender’s removal of the Agent, then the retiring or removed Agent may, on behalf of
the Lenders, appoint a successor Agent, which shall be (i) any Lender or (ii) any financial institution 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. Upon the acceptance of any appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations
hereunder as Agent. After any retiring Agent’s resignation or removal, 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and
amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent.


§14.10Duties in
the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing,
and whether or not acceleration of the Obligations shall have occurred, the Agent may and, if (a) so requested by the Required
Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances in accordance with their respective
Commitment Percentages against expenses and liabilities as the Agent may reasonably request, shall proceed to exercise all or any
legal and equitable and other rights or remedies as it may have; provided, however, that unless and until the Agent
shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem to be in the best interests of the Lenders. Without limiting
the generality of the foregoing, if Agent reasonably determines payment is in the best interest of all the Lenders, Agent may without
the approval of the Lenders pay taxes and insurance premiums and spend money for maintenance, repairs or other expenses which may
be necessary to be incurred, and Agent shall 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 out of
the Collateral within such period with respect to the Real Estate. The Required Lenders may direct the Agent in writing as to the
method and the extent of any such exercise, the Lenders hereby agreeing to indemnify and hold the Agent harmless in accordance
with their respective Commitment Percentages from all liabilities incurred in respect of all actions taken or omitted in accordance
with such directions, except to the extent that any of the same shall be directly caused by the Agent’s willful misconduct
or gross negligence as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods,
provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s
compliance with such direction to be unlawful in any applicable jurisdiction or commercially unreasonable under the UCC as enacted
in any applicable jurisdiction.




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§14.11Bankruptcy.
In the event a bankruptcy or other insolvency proceeding is commenced by or against Borrower 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.


§14.12Request for
Agent Action. Agent and the Lenders acknowledge that in the ordinary course of business of the Borrower,
the Borrower may take other actions or enter into other agreements in the ordinary course of business which similarly require the
consent, approval or agreement of the Agent. In connection with the foregoing, the Lenders hereby expressly authorize the Agent
to execute consents, approvals, or other agreements in form and substance satisfactory to the Agent in connection with such other
actions or agreements as may be necessary in the ordinary course of Borrower’ business.


§14.13Reliance
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.


§14.14Approvals.
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 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.


§14.15Borrower
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,
and except for the provisions of §14.9, may be modified or waived without the approval or consent of the Borrower.


§14.16Defaulting
Lenders.




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


(i)       That
Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall
be restricted as set forth in §27.


(ii)       Any
payment of principal, interest, fees or other amounts received by the Agent for the account of that Defaulting Lender (whether
voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent by that 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 that Defaulting Lender to the Agent hereunder; second, as the Borrower may request (so long as no Default
or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be
held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans
under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent
jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its
obligations under this Agreement; fifth, so long as no Default or Event of Default exists or non-defaulting Lenders have been paid
in full all amounts then due, 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 that Defaulting Lender as a result of that Defaulting Lender’s breach of its
obligations under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction.
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed
by a Defaulting Lender or to post Cash Collateral pursuant to this §14.16(a)(ii) shall be deemed paid to and redirected by
that Defaulting Lender, and each Lender irrevocably consents hereto.


(iii)       During
any period that a Lender is a Defaulting Lender, the Borrower may, by giving written notice thereof to the Agent, such Defaulting
Lender, and the other Lenders, demand that such Defaulting Lender assign its Commitment to an Eligible Assignee 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. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated,
in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment via an assignment
subject to and in accordance with the provisions of §18.1. 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 with any applicable amounts held pursuant to the immediately preceding subsection (ii), upon
distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations,
or other compensating actions, including funding, with the consent of the Borrower and the 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 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). Notwithstanding the foregoing, in the event that any assignment of rights and
obligations of any Defaulting Lender hereunder shall become effective under any Legal Requirement without compliance with the provisions
of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement
until such compliance occurs.




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(b)       Defaulting
Lender Cure. 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 effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral),
that Lender will, to the extent applicable, purchase 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 to be held on a pro rata basis by the Lenders in accordance
with their Commitment Percentages (without giving effect to §14.16(a)(iv)), whereupon that Lender will cease to be a Defaulting
Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of
the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed
by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender.


§14.17Reliance
on Hedge Provider. For purposes of applying payments received in accordance with §12.5, the
Agent shall be entitled to rely upon the trustee, paying agent or other similar representative (each, a “Representative”)
or, in the absence of such a Representative, upon the holder of the Hedge Obligations for a determination (which each holder of
the Hedge Obligations agrees (or shall agree) to provide upon request of the Agent) of the outstanding Hedge Obligations owed to
the holder thereof. Unless it has actual knowledge (including by way of written notice from such holder) to the contrary, the Agent,
in acting hereunder, shall be entitled to assume that no Hedge Obligations are outstanding.


§15.EXPENSES.
The Borrower agrees to pay (a) the reasonable and documented out-of-pocket costs incurred by the Agent of producing and reproducing
this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein, (b) the reasonable fees, expenses
and disbursements of the outside counsel to the Agent and any local counsel to the Agent incurred in connection with the preparation,
administration, or interpretation of the Loan Documents and other instruments mentioned herein, and amendments, modifications,
approvals, consents or waivers hereto or hereunder, (c) all other reasonable and documented out-of-pocket fees (including reasonable
attorneys’ fees), expenses and disbursements (other than Taxes unless such payment is otherwise required pursuant to the
terms of this Agreement) of the Agent incurred by the Agent in connection with the preparation or interpretation of the Loan Documents
and other instruments mentioned herein (in connection with each Loan and/or otherwise), the making of each Loan hereunder, and
the third party out-of-pocket costs and expenses incurred in connection with the syndication of the Commitments pursuant to §18
hereof, and (d) without duplication, all reasonable and documented out-of-pocket expenses (including reasonable 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 Credit Parties 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 (provided that any attorneys’ fees and costs pursuant to this
clause (e) shall be limited to those incurred by the Agent, local counsel in each jurisdiction where any Collateral is located,
and one other counsel with respect to the Lenders as a group), (f) all reasonable and documented fees, expenses and disbursements
of the Agent incurred in connection with UCC searches and UCC filings, (g) all reasonable and documented out-of-pocket fees, expenses
and disbursements (including reasonable attorneys’ fees and costs) which may be incurred by Agent 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
(h) 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 in accordance with the terms of this Agreement. The covenants of this §15 shall
survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder. 




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§16.INDEMNIFICATION.
The Borrower and each Guarantor, jointly and severally, agree to indemnify and hold harmless the Agent, the Lenders and the Arranger
and each director, officer, employee, agent and Affiliate thereof 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 any claim, action, suit or litigation arising
out of this Agreement or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without
limitation, (a) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Real Estate
or the Loans by parties claiming by or through Borrower or any Guarantor, (b) any condition of the Real Estate, (c) any actual
or proposed use by the Borrower or any Guarantor 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 and each Guarantor, (e) the Borrower
or any Guarantor 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 Real Estate, (g) with
respect to the REIT Guarantor and its 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) to the extent used by Borrower or any Guarantor, 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 and the Guarantors shall not be obligated under this §16 or otherwise 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 and the Guarantors agree to pay promptly the reasonable fees and expenses of such counsel. If, and to the
extent that the obligations of the Borrower or any Guarantor under this §16 are unenforceable for any reason, the Borrower
and each Guarantor hereby agree 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 for a period of one year. This §16 shall not apply with respect to Taxes other than any Taxes that
represent losses, claims, damages, or liabilities arising from any non-Tax claim of the Indemnified Person.


§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 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 and each Guarantor 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 for a period of one year. All statements contained in any certificate
delivered to any Lender or the Agent at any time by or on behalf of the Borrower 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.




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§18.ASSIGNMENT AND
PARTICIPATION.


§18.1Conditions
to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible
Assignees 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 shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld
or delayed, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Commitment in the event an interest in the Loans is assigned, (c)
the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) an
Assignment and Acceptance Agreement in the form of Exhibit E annexed hereto, together with any Notes subject to such assignment,
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not
otherwise free from influence or control by, Borrower or Guarantor, and (e) such assignee shall acquire an interest in the Loans
of not less than $5,000,000 and integral multiples of $1,000,000 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, Borrower. Upon execution, delivery,
acceptance and recording of such Assignment and Acceptance Agreement, (i) the assignee thereunder shall be a party hereto and all
other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the
rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee
referred to in §18.2, be released from its obligations under this Agreement arising after the effective date of such assignment
with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally
amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant
to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control
with or is not otherwise free from influence or control by, the Borrower and the Guarantors 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. 


§18.2Register.
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 and interest on 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 Agent and the Lenders may treat each Person whose name is recorded
in the Register as a Lender hereunder for all purposes, notwithstanding notice to the contrary. 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 $5,500.




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§18.3New 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 their own expense, shall execute and deliver to the
Agent, in exchange for each surrendered Note, a new Note (if requested by the subject Lender) 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.


§18.4Participations.
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 participant shall
be entitled to the benefits of §4.4(b) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to §18.1, but shall not be entitled to receive any greater payment under §4.4(b) than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, and Participant agrees to be subject
to the provisions of §4.15, (f) such sale is effected in accordance with all applicable laws, (g) such participant shall not
be a Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by
any of the Borrower, and (h) unless an Event of Default is in existence, such participant is not a Competitor; 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 Maturity Date pursuant to §2.13), (iii) reduce the amount of any such payment
of principal, (iv) reduce the rate at which interest is payable thereon or (v) release Borrower, any Guarantor or any Collateral.
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register
on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no
Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment,
loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for maintaining
a Participant Register.




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§18.5Pledge 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 any other central banking authority, or to such other Person as the Agent elects and
so long as no Default or Event of Default has occurred and is continuing, the Borrower may approve the identity of such other Person.
No such pledge or the enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any of the other
Loan Documents.


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


§18.7Disclosure.
Borrower agrees to promptly and reasonably 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, but in all events subject to the terms hereof. 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 Borrower that has been identified in writing as confidential by any of them, and shall use reasonable efforts in
accordance with its customary procedures to not disclose such information to any other Person, it being understood and agreed that,
notwithstanding the foregoing, a Lender may make (a) disclosures to its participants (provided such Persons are advised of the
provisions of this §18.7, and agree to destroy or return all confidential information if it does not become an assignee or
participant), (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 and provide (if permitted under applicable
Legal Requirements) Borrower a reasonable opportunity to challenge the disclosure or require that such disclosure be made under
seal. In addition, each Lender may make disclosure of such information to any contractual counterparty in swap agreements or such
contractual counterparty’s professional advisors (so long as such contractual counterparty or professional advisors agree
to be bound by the provisions of this §18.7). Non-public information shall not include any information which is or subsequently
becomes publicly available other than as a result of a disclosure of such information by a Lender, or prior to the delivery to
such Lender is within the possession of such Lender if such information is not known by such Lender to be subject to another confidentiality
agreement with or other obligations of secrecy to the Borrower, or 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.


§18.8Titled 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.




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§18.9Amendments
to Loan Documents. Upon any such assignment or participation, the Borrower 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.


§19.NOTICES.


(a)       
Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this
§19 referred to as “Notice”) must be in writing and shall be deemed to have been properly given or served by personal
delivery or by telegraph or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and
registered or certified, return receipt requested, and addressed to the parties at the address set forth on Schedule 19.


(b)       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, 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.


(c)       Loan
Documents and notices under the Loan Documents may, with Agent’s approval, be transmitted and/or signed by facsimile and
by signatures delivered in “PDF” format by electronic mail. The effectiveness of any such documents and signatures
shall, subject to Applicable Law, have the same force and effect as an original copy with manual signatures and shall be binding
on the Borrower, the Guarantors, Agent and Lenders. Agent may also require that any such documents and signature delivered by facsimile
or “PDF” format by electronic mail be confirmed by a manually-signed original thereof; provided, however, that the
failure to request or deliver any such manually-signed original shall not affect the effectiveness of any facsimile or “PDF”
document or signature.


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




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§20.RELATIONSHIP.
Neither the Agent nor any Lender has any fiduciary relationship with or fiduciary duty to the Borrower 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 SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK, INCLUDING, WITHOUT LIMITATION, NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401. THE BORROWER, THE GUARANTORS, THE
AGENT AND THE LENDERS AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION
IN THE STATE OF NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN). THE BORROWER, THE GUARANTORS, THE AGENT AND THE LENDERS
FURTHER ACCEPT, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY RELATED APPELLATE COURT AND
IRREVOCABLY (i) AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY WITH RESPECT TO THIS AGREEMENT AND (ii) WAIVE, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION ANY OF THEM 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. 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 COLLATERAL
OR ASSETS OF BORROWER OR THE GUARANTORS, EXIST AND THE BORROWER AND THE GUARANTORS, CONSENT TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURTS. THE BORROWER AND THE GUARANTORS, EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE FOREGOING CHOICE OF NEW YORK LAW WAS A MATERIAL
INDUCEMENT TO THE AGENT AND THE LENDERS IN ENTERING INTO THIS AGREEMENT AND IN MAKING THE LOANS HEREUNDER.


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


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


§24.ENTIRE AGREEMENT,
ETC. This Agreement and the Loan Documents are 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.




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§25.WAIVER OF JURY
TRIAL AND CERTAIN DAMAGE CLAIMS. EACH OF THE BORROWER, THE GUARANTORS, 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. EACH PARTY 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 PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES 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 PARTY ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY
TO REVIEW THIS §25 WITH LEGAL COUNSEL AND THAT EACH PARTY 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 REIT Guarantor and its Subsidiaries or any of their Affiliates regardless of the capacity of the
Agent or the Lender hereunder. The Lenders acknowledge that, pursuant to such activities, KeyBank or its Affiliates may receive
information regarding such Persons (including information that may be subject to confidentiality obligations in favor of such Person)
and acknowledge that the Agent shall be under no obligation to provide such information to them. Borrower acknowledges, on behalf
of itself and its Affiliates that the Agent and each of the Lenders and their respective Affiliates may be providing debt financing,
equity capital or other services (including financial advisory services) in which Borrower and its Affiliates may have conflicting
interests regarding the transactions described herein and otherwise. Neither the Agent nor any Lender will use confidential information
described in §18.7 obtained from Borrower by virtue of the transactions contemplated hereby or its other relationships with
Borrower and its Affiliates in connection with the performance by the Agent or such Lender or their respective Affiliates of services
for other companies, and neither the Agent nor any Lender nor their Affiliates will furnish any such information to other companies.
Borrower, on behalf of itself and its Affiliates, also acknowledges that neither the Agent nor any Lender has any obligation to
use in connection with the transactions contemplated hereby, or to furnish to Borrower, confidential information obtained from
other companies. Borrower, on behalf of itself and its Affiliates, further acknowledges that one or more of the Agent and Lenders
and their respective Affiliates may be a full service securities firm and may from time to time effect transactions, for its own
or its Affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities
of Borrower and its Affiliates.




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§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 material 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 and, with
respect to any amendment of any term of this Agreement or of any other instrument related hereto or mentioned herein, the Borrower
or the other Credit Parties, as the case may be. Notwithstanding the foregoing, none of the following may occur without the written
consent of each Lender adversely affected thereby: (a) a reduction in the rate of interest on the Notes (other than a reduction
or waiver of default interest); (b) an increase in the amount of the Commitments of the Lenders; (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 Credit Maturity Date; (g) a change in the manner of distribution of any payments to the Lenders
or the Agent; (h) the release of Borrower, other Credit Party, or any Collateral; (i) an amendment of the definition of Required
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 Lenders to require a lesser number of Lenders to approve such action. The
provisions of §14 may not be amended without the written consent of the Agent. 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. Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected
with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender
may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected
Lenders shall require the consent of such Defaulting Lender.


Further notwithstanding
anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake,
typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between
provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend, modify or
supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so
would not adversely affect the interest of the Lenders. Any such amendment, modification or supplement shall become effective without
any further action or consent of any of other party to this Agreement.


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


§29.TIME OF THE ESSENCE.
Time is of the essence with respect to each and every covenant, agreement and obligation under this Agreement and the other Loan
Documents.




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§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 Guarantors, the Lenders, the Agent, the Lender Hedge Provider, 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 their permitted successors and assigns, 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 their Subsidiaries of any development or the absence therefrom of defects.


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


§34.[Intentionally
Omitted.]


§35.JOINT AND SEVERAL
LIABILITY. Each of the Borrower and the Guarantors covenants and agrees that each and every covenant
and obligation of Borrower and the Guarantors hereunder and under the other Loan Documents shall be the joint and several obligations
of Borrower and each Guarantor


§36.ADDITIONAL AGREEMENTS
CONCERNING OBLIGATIONS OF CREDIT PARTIES.




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§36.1Waiver of
Automatic or Supplemental Stay. Each of the Credit Parties represents, warrants and covenants to
the Lenders and Agent that in the event of the filing of any voluntary or involuntary petition in bankruptcy by or against the
other of the Credit Parties at any time following the execution and delivery of this Agreement, none of the Credit Parties shall
seek a supplemental stay or any other relief, whether injunctive or otherwise, pursuant to Section 105 of the Bankruptcy Code or
any other provision of the Bankruptcy Code, to stay, interdict, condition, reduce or inhibit the ability of the Lenders or Agent
to enforce any rights it has by virtue of this Agreement, the Loan Documents, or at law or in equity, or any other rights the Lenders
or Agent has, whether now or hereafter acquired, against the other Credit Parties or against any property owned by such other Credit
Parties..


§36.2Waiver of
Defenses. To the extent permitted by Applicable Law, each of the Credit Parties hereby waives and
agrees not to assert or take advantage of any defense based upon: 


(a)       Any
right to require Agent or the Lenders to proceed against the other Credit Parties or any other Person or to proceed against or
exhaust any security held by Agent or the Lenders at any time or to pursue any other remedy in Agent’s or any Lender’s
power or under any other agreement before proceeding against a Credit Party hereunder or under any other Loan Document;


(b)       The
defense of the statute of limitations in any action hereunder or the payment or performance of any of the Obligations;


(c)       Any
defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the
failure of Agent or any Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding)
of any other Person or Persons;


(d)       Any
failure on the part of Agent or any Lender to ascertain the extent or nature of any Collateral or any insurance or other rights
with respect thereto, or the liability of any party liable under the Loan Documents or the obligations evidenced or secured thereby;


(e)       Demand,
presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind (except for such notices
as are specifically required to be provided to Credit Parties pursuant to the Loan Documents), or the lack of any thereof, including,
without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness
or obligation or of any action or non-action on the part of any Credit Party, Agent, any Lender, any endorser or creditor of the
Credit Parties or on the part of any other Person whomsoever under this or any other instrument in connection with any obligation
or evidence of indebtedness held by Agent or any Lender;


(f)       Any
defense based upon an election of remedies by Agent or any Lender, including any election to proceed by judicial or nonjudicial
foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not
every aspect of any foreclosure sale is commercially reasonable, or any election of remedies, including remedies relating to real
property or personal property security, which destroys or otherwise impairs the subrogation rights of a Credit party or the rights
of a Credit Party to proceed against the other Credit Parties for reimbursement, or both;


(g)       Any
right or claim of right to cause a marshaling of the assets of the Credit Parties;


(h)       Any
principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement;




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(i)       Any
duty on the part of Agent or any Lender to disclose to any Credit Party any facts Agent or any Lender may now or hereafter know
about a Credit Party or the Collateral, regardless of whether Agent or any Lender has reason to believe that any such facts materially
increase the risk beyond that which such Credit Party intends to assume or has reason to believe that such facts are unknown to
such Credit Party or has a reasonable opportunity to communicate such facts to any Credit Party, it being understood and agreed
that each Credit Party is fully responsible for being and keeping informed of the financial condition of the other Credit Parties,
of the condition of the Real Estate or the Collateral and of any and all circumstances bearing on the risk that liability may be
incurred by the Credit Parties hereunder and under the other Loan Documents;


(j)       Any
inaccuracy of any representation or other provision contained in any Loan Document;


(k)       Subject
to compliance with the provisions of this Agreement, any sale or assignment of the Loan Documents, or any interest therein;


(l)       Subject
to compliance with the provisions of this Agreement, any sale or assignment by a Credit Party or any other Person of any Collateral,
or any portion thereof or interest therein, not consented to by Agent or any Lender;


(m)       Any
invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;


(n)       Any
lack of commercial reasonableness in dealing with the Collateral;


(o)       Any
deficiencies in the Collateral or any deficiency in the ability of Agent or any Lender to collect or to obtain performance from
any Persons now or hereafter liable for the payment and performance of any obligation hereby guaranteed;


(p)       An
assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy
proceeding of the other Credit Parties) or any other stay provided under any other debtor relief law (whether statutory, common
law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall
operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Agent or any Lender to enforce any of
its rights, whether now or hereafter required, which Agent or any Lender may have against a Credit Party or the Collateral owned
by it;


(q)       Any
modifications of the Loan Documents or any obligation of Credit Parties relating to the Loan by operation of law or by action of
any court, whether pursuant to the Bankruptcy Code, or any other debtor relief law (whether statutory, common law, case law or
otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise;


(r)       Any
release of a Credit Party or of any other Person from performance or observance of any of the agreements, covenants, terms or conditions
contained in any of the Loan Documents by operation of law, Agent’s or the Lenders’ voluntary act or otherwise;


(s)       Any
action, occurrence, event or matter consented to by the under any provision hereof, or otherwise;


(t)       The
dissolution or termination of existence of any Credit Party;




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(u)       Either
with or without notice to the Credit Parties, any renewal, extension, modification, amendment or another changes in the Obligations,
including but not limited to any material alteration of the terms of payment or performance of the Obligations;


(v)       Any
defense of the Credit Parties, including without limitation, the invalidity, illegality or unenforceability of any of the Obligations;
or


(w)       To
the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which any Credit Party might otherwise
be entitled, it being the intention that the obligations of each Credit Party hereunder are absolute, unconditional and irrevocable.


§36.3Waiver.
Each of the Credit Parties waives, to the fullest extent that each may lawfully so do, the benefit of all appraisement, valuation,
stay, extension, homestead, exemption and redemption laws which such Person may claim or seek to take advantage of in order to
prevent or hinder the enforcement of any of the Loan Documents or the exercise by Lenders or Agent of any of their respective remedies
under the Loan Documents and, to the fullest extent that the Credit Parties may lawfully so do, such Person waives any and all
right to have the assets comprised in the security intended to be created by the Security Documents (including, without limitation,
those assets owned by the other of the Credit Parties) marshaled upon any foreclosure of the lien created by such Security Documents.
Each of the Credit Parties further agree that the Lenders and Agent shall be entitled to exercise their respective rights and remedies
under the Loan Documents or at law or in equity in such order as they may elect. Without limiting the foregoing, each of the Credit
Parties further agree that upon the occurrence of an Event of Default, the Lenders and Agent may exercise any of such rights and
remedies without notice to any of the Credit Parties except as required by law or the Loan Documents and agrees that neither the
Lenders nor Agent shall be required to proceed against the other of the Credit Parties or any other Person or to proceed against
or to exhaust any other security held by the Lenders or Agent at any time or to pursue any other remedy in Lender’s or Agent’s
power or under any of the Loan Documents before proceeding against a Credit Party or its assets under the Loan Documents.


§36.4Subordination.
So long as the Loans are outstanding, each of the Credit Parties hereby expressly waive any right of contribution from or indemnity
against the other, whether at law or in equity, arising from any payments made by such Person pursuant to the terms of this Agreement
or the Loan Documents, and each of the Credit Parties acknowledges that it has no right whatsoever to proceed against the other
for reimbursement of any such payments. In connection with the foregoing, each of the Credit Parties expressly waives any and all
rights of subrogation to the Lenders or Agent against the other of the Credit Parties, and each of the Credit Parties hereby waives
any rights to enforce any remedy which the Lenders or Agent may have against the other of the Credit Parties and any rights to
participate in any Collateral or any other assets of the other Credit Parties. In addition to and without in any way limiting the
foregoing, each of the Credit Parties hereby subordinates any and all indebtedness it may now or hereafter owe to such other Credit
Parties to all indebtedness of the Credit Parties to the Lenders and Agent, and agrees with the Lenders and Agent that no Credit
Party shall claim any offset or other reduction of such Credit Party’s obligations hereunder because of any such indebtedness
and shall not take any action to obtain any of the Collateral or any other assets of the other Credit Parties. Notwithstanding
anything to the contrary in this §36.4, so long as no Event of Default has occurred and is continuing, each of the Credit
Parties may make and may receive and retain regularly scheduled payments, on any and all indebtedness it may now or hereafter owe
to such other Credit Parties.


§36.5Intentionally
Omitted. 




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§36.6Further Waivers.
Each Credit Party intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which may be available
to it under any provision of California law or under any California judicial decision, including, without limitation, Section 580a
and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may
be obtained against such Credit Party under this Agreement to not more than the amount by which the unpaid Obligations exceeds
the fair market value or fair value of any real or personal property securing the Obligations, including, without limitation, all
rights to an appraisement of, judicial or other hearing on, or other determination of the value of said property. Each Credit Party
acknowledges and agrees that, as a result of the foregoing waiver, the Agent or the Lenders may be entitled to recover from such
Credit Party an amount which, when combined with the value of any real or personal property foreclosed upon by the Agent (or the
proceeds of the sale of which have been received by the Agent and the Lenders) and any sums collected by the Agent and the Lenders
from any other Credit Party or other Persons, might exceed the amount of the Obligations.


§37.ACKNOWLEDGMENT
OF BENEFITS; EFFECT OF AVOIDANCE PROVISIONS.


(a)       Without
limiting any other provision of §36, each Subsidiary Guarantor acknowledges that it has received, or will receive, significant
financial and other benefits, either directly or indirectly, from the proceeds of the Loans made by the Lenders to the Borrower
pursuant to this Agreement; that the benefits received by such Subsidiary Guarantor are reasonably equivalent consideration for
such Subsidiary Guarantor’s execution of this Agreement and the other Loan Documents to which it is a party; and that such
benefits include, without limitation, the access to capital afforded to the Borrower pursuant to this Agreement from which the
activities of such Subsidiary Guarantor will be supported, the refinancing of certain existing indebtedness of such Subsidiary
Guarantor secured by such Subsidiary Guarantor’s Collateral from the proceeds of the Loans, and the ability to refinance
that indebtedness at a lower interest rate and otherwise on more favorable terms than would be available to it if the Collateral
owned by such Subsidiary Guarantor were being financed on a stand-alone basis and not as part of a pool of assets comprising the
security for the Obligations. Each Subsidiary Guarantor is executing this Agreement and the other Loan Documents in consideration
of those benefits received by it and each Subsidiary Guarantor desires to enter into an allocation and contribution agreement with
each other Subsidiary Guarantor as set forth in this §37 and agrees to subordinate and subrogate any rights or claims it may
have against other Subsidiary Guarantors as and to the extent set forth in §36.


(b)       In
the event any one or more Subsidiary Guarantors (any such Subsidiary Guarantor, a “Funding Party”) is deemed to have
paid an amount in excess of the principal amount attributable to it (such principal amount, the “Allocable Principal Balance”)
(any deemed payment in excess of the applicable Allocable Principal Balance, a “Contribution”) as a result of (a) such
Funding Party’s payment of and/or performance on the Obligations and/or (b) Agent’s and/or any Lender’s realization
on the Collateral owned by such Funding Party (whether by foreclosure, deed in lieu of foreclosure, private sale or other means),
then after payment in full of the Loans and the satisfaction of all of Subsidiary Guarantors’ other obligations under the
Loan Documents, such Funding Party shall be entitled to contribution from each benefited Subsidiary Guarantor for the amount of
the Contribution so benefited (any such contribution, a “Reimbursement Contribution”), up to such benefited Subsidiary
Guarantor’s then current Allocable Principal Balance. Any Reimbursement Contributions required to be made hereunder shall,
subject to §36, be made within ten (10) days after demand therefor.




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(c)       If
a Subsidiary Guarantor (a “Defaulting Party”) shall have failed to make a Reimbursement Contribution as hereinabove
provided, after the later to occur of (a) payment of the Loan in full and the satisfaction of all of all Subsidiary Guarantors’
other obligations to Lenders or (b) the date which is 366 days after the payment in full of the Loans, the Funding Party to whom
such Reimbursement Contribution is owed shall be subrogated to the rights of Lenders against such Defaulting Party, including the
right to receive a portion of such Defaulting Party’s Collateral in an amount equal to the Reimbursement Contribution payment
required hereunder that such Defaulting Party failed to make; provided, however, if Agent returns any payments in connection with
a bankruptcy of a Subsidiary Guarantor, all other Subsidiary Guarantors shall jointly and severally pay to Agent and Lenders all
such amounts returned, together with interest at the Default Rate accruing from and after the date on which such amounts were returned.


(d)       In
the event that at any time there exists more than one Funding Party with respect to any Contribution (in any such case, the “Applicable
Contribution”), then Reimbursement Contributions from Defaulting Party pursuant hereto shall be equitably allocated among
such Funding Party. In the event that at any time any Subsidiary Guarantor pays an amount hereunder in excess of the amount calculated
pursuant to this paragraph, that Subsidiary Guarantor shall be deemed to be a Funding Party to the extent of such excess and shall
be entitled to a Reimbursement Contribution from the other Borrower in accordance with the provisions of this §37.


(e)       It
is the intent of each Subsidiary Guarantor, the Agent and the Lenders that in any proceeding under the Bankruptcy Code or any similar
debtor relief laws, such Subsidiary Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount
which would not otherwise cause the obligations of such Subsidiary Guarantor hereunder (or any other obligations of such Subsidiary
Guarantor to the Agent and the Lenders under the Loan Documents) to be avoidable or unenforceable against such Subsidiary Guarantor
in such proceeding as a result of Applicable Law, including, without limitation, (i) Section 548 of the Bankruptcy Code and (ii)
any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of Section
544 of the Bankruptcy Code or otherwise. The Laws under which the possible avoidance or unenforceability of the obligations of
such Subsidiary Guarantor hereunder (or any other obligations of such Subsidiary Guarantor to the Agent and the Lenders under the
Loan Documents) shall be determined in any such proceeding are referred to herein as “Avoidance Provisions”. Accordingly,
to the extent that the obligations of a Subsidiary Guarantor hereunder would otherwise be subject to avoidance under the Avoidance
Provisions, the maximum Obligations for which such Subsidiary Guarantor shall be liable hereunder shall be reduced to the greater
of (A) the amount which, as of the time any of the Obligations are deemed to have been incurred by such Subsidiary Guarantor under
the Avoidance Provisions, would not cause the obligations of such Subsidiary Guarantor hereunder (or any other obligations of such
Subsidiary Guarantor to the Agent and the Lenders under the Loan Documents), to be subject to avoidance under the Avoidance Provisions
or (B) the amount which, as of the time demand is made hereunder upon such Subsidiary Guarantor for payment on account of the Obligations,
would not cause the obligations of such Subsidiary Guarantor hereunder (or any other obligations of such Subsidiary Guarantor to
the Agent and the Lenders under the Loan Documents), to be subject to avoidance under the Avoidance Provisions. The provisions
of this Error! Reference source not found. are intended solely to preserve the rights of the Agent and the Lenders hereunder
to the maximum extent that would not cause the obligations of any Subsidiary Guarantor hereunder to be subject to avoidance under
the Avoidance Provisions, and no Subsidiary Guarantor or any other Person shall have any right or claim under this Section as against
the Agent and the Lenders that would not otherwise be available to such Person under the Avoidance Provisions.




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§38.Acknowledgement
and consent to bail-in of EEA Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


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


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


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


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


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


 




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


	 	BORROWER:
	 	PLYMOUTH INDUSTRIAL OP, LP, a Delaware limited partnership
	 	 	 	 
	 	By:	Plymouth Industrial REIT, Inc., a Maryland corporation, its general partner
	 	 	 	 
	 	 	By:	 /s/ Pendleton P. White, Jr.                  
	 	 	 	Name:  Pendleton P. White, Jr.
	 	 	 	Title:    President
	 	 	 	 	 


 


 


 


 


 


 


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[Signature Page to Credit Agreement]




    

     

    



 


	 	
        REIT GUARANTOR:

         

	 	
        PLYMOUTH INDUSTRIAL REIT, INC., a Maryland corporation

         

        By: /s/ Pendleton P. White, Jr.                 

        Name:Pendleton P. White, Jr.

        Title: President

         

         



 


 


 


 


 


 


 


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AGENT AND LENDERS:


 


KEYBANK NATIONAL ASSOCIATION, as a
Lender and as Agent


By:/s/ Tayven Hike

Name:Tayven Hike

Title:Vice President


 


KeyBank National Association


1200 Abernathy Road, Suite 1550

Atlanta, Georgia 30328

Attention: Mr. Tayven Hike

Telephone: (770) 510-2100

Facsimile: (770) 510-2195


 


 


 


 


 


 


 


 


[Signature Page to Credit Agreement] 




    

     

    


EXHIBIT A


FORM OF NOTE


$___________________________, 2018


FOR VALUE RECEIVED, the
undersigned (collectively, “Maker”), hereby promise to pay to _________________________________ (“Payee”),
or order, in accordance with the terms of that certain Credit Agreement, dated as of May 23, 2018, as from time to time in effect,
among PLYMOUTH INDUSTRIAL OP, LP, the Subsidiary Guarantors, KeyBank National Association, for itself and as Agent, and such other
Lenders as may be from time to time named therein (as amended, restated, modified or supplemented from time to time, the “Credit
Agreement”), to the extent not sooner paid, on or before the Maturity Date, the lesser of the principal sum of _________________
($__________), or such prinicipal amount as may be outstanding, 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 the principal amount which
shall at all times be equal to the rate of interest in accordance with the Credit Agreement, and with interest on overdue principal
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, or made by wire transfer in accordance with wiring instructions provided by the Agent.


This Note is one of one
or more 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 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.




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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 be governed
by the laws of the State of New York, including, without limitation, New York General Obligations Law Section 5-1401.


The undersigned Maker and
all guarantors and endorsers, to the extent permitted by applicable law, 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.


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left blank]





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


	 	
        PLYMOUTH INDUSTRIAL OP, LP, a Delaware limited partnership

         

        By:Plymouth Industrial REIT, Inc., a Maryland corporation, its general
        partner

         

        By: _______________________________

        Name:_______________________________

        Title: _______________________________

         

         



 


 



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