Exhibit 10.1


 





AMENDED AND RESTATED
CREDIT AGREEMENT


DATED AS OF AUGUST
7, 2019


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


	§1.	 	DEFINITIONS
    AND RULES OF INTERPRETATION.	1
	 	§1.1	Definitions	1
	 	§1.2	Rules
    of Interpretation.	30
	§2.	 	THE
    CREDIT FACILITY.	31
	 	§2.1	Revolving
    Credit Loans	31
	 	§2.2	Swing
    Loans	34
	 	§2.3	Notes	34
	 	§2.4	Facility
    Unused Fee	35
	 	§2.5	Reduction
    and Termination of the Revolving Credit Commitments	35
	 	§2.6	RESERVED.	35
	 	§2.7	Interest
    on Loans.	35
	 	§2.8	Requests
    for Revolving Credit Loans	36
	 	§2.9	Funds
    for Loans.	37
	 	§2.10	Use
    of Proceeds	37
	 	§2.11	Letters
    of Credit.	38
	 	§2.12	Increase
    in Total Commitment.	42
	 	§2.13	Extension
    of Revolving Credit Maturity Date	44
	 	§2.14	Pro
    Rata Treatment.	45
	§3.	 	REPAYMENT
    OF THE LOANS.	45
	 	§3.1	Stated
    Maturity	45
	 	§3.2	Mandatory
    Prepayments	46
	 	§3.3	Optional
    Prepayments.	46
	 	§3.4	Partial
    Prepayments	46
	 	§3.5	Effect
    of Prepayments	46
	§4.	 	CERTAIN
    GENERAL PROVISIONS.	47
	 	§4.1	Conversion
    Options.	47
	 	§4.2	Fees	48
	 	§4.3	[Intentionally
    Omitted.]	48
	 	§4.4	Funds
    for Payments.	48
	 	§4.5	Computations	52
	 	§4.6	Suspension
    of LIBOR Rate Loans	53
	 	§4.7	Illegality	54
	 	§4.8	Additional
    Interest	54
	 	§4.9	Additional
    Costs, Etc.	54
	 	§4.10	Capital
    Adequacy	56
	 	§4.11	Breakage
    Costs	56
	 	§4.12	Default
    Interest; Late Charge	56
	 	§4.13	Certificate	56
	 	§4.14	Limitation
    on Interest	57
	 	§4.15	Certain
    Provisions Relating to Increased Costs and Non-Funding Lenders	57




    

     

    


 


	§5.	 	COLLATERAL
    SECURITY.	58
	 	§5.1	Collateral	58
	 	§5.2	Appraisals;
    Adjusted Value.	58
	 	§5.3	Addition
    of Collateral Properties.	59
	 	§5.4	Release
    of Collateral Property	60
	 	§5.5	Additional
    Subsidiary Guarantors	60
	 	§5.6	Release
    of Certain Subsidiary Guarantors	61
	 	§5.7	Release
    of Collateral	61
	§6	.	REPRESENTATIONS
    AND WARRANTIES	61
	 	§6.1	Corporate
    Authority, Etc.	61
	 	§6.2	Governmental
    Approvals	62
	 	§6.3	Title
    to Collateral Properties	62
	 	§6.4	Financial
    Statements	63
	 	§6.5	No
    Material Changes	63
	 	§6.6	Franchises,
    Patents, Copyrights, Etc.	63
	 	§6.7	Litigation	63
	 	§6.8	No
    Material Adverse Contracts, Etc.	64
	 	§6.9	Compliance
    with Other Instruments, Laws, Etc.	64
	 	§6.10	Tax
    Status	64
	 	§6.11	No
    Event of Default	64
	 	§6.12	Investment
    Company Act	64
	 	§6.13	Absence
    of UCC Financing Statements, Etc.	64
	 	§6.14	Setoff,
    Etc.	64
	 	§6.15	Certain
    Transactions	64
	 	§6.16	Employee
    Benefit Plans	65
	 	§6.17	Disclosure	65
	 	§6.18	Trade
    Name; Place of Business	66
	 	§6.19	Regulations
    T, U and X	66
	 	§6.20	Environmental
    Compliance	66
	 	§6.21	Subsidiaries;
    Organizational Structure	68
	 	§6.22	Leases	68
	 	§6.23	Property	69
	 	§6.24	Brokers	70
	 	§6.25	Other
    Debt	70
	 	§6.26	Solvency	70
	 	§6.27	No
    Bankruptcy Filing	70
	 	§6.28	No
    Fraudulent Intent	70
	 	§6.29	Transaction
    in Best Interests of Credit Parties; Consideration	70
	 	§6.30	OFAC	71
	 	§6.31	Ground
    Lease.	71
	§7.	 	AFFIRMATIVE
    COVENANTS	72
	 	§7.1	Punctual
    Payment	72
	 	§7.2	Maintenance
    of Office	72
	 	§7.3	Records
    and Accounts	72




    ii 


     

    

 


	 	§7.4	Financial
    Statements, Certificates and Information	72
	 	§7.5	Notices.	75
	 	§7.6	Existence;
    Maintenance of Properties.	77
	 	§7.7	Insurance;
    Condemnation	77
	 	§7.8	Taxes;
    Liens	82
	 	§7.9	Inspection
    of Collateral Properties and Books	82
	 	§7.10	Compliance
    with Laws, Contracts, Licenses, and Permits	83
	 	§7.11	Further
    Assurances	83
	 	§7.12	Management	83
	 	§7.13	Leases
    of the Property	83
	 	§7.14	Business
    Operations	85
	 	§7.15	Registered
    Service Mark	85
	 	§7.16	Ownership
    of Real Estate	85
	 	§7.17	RESERVED.	85
	 	§7.18	Plan
    Assets	85
	 	§7.19	Guarantor
    Covenants	85
	 	§7.20	Collateral
    Properties	86
	 	§7.21	REIT
    Guarantor	86
	 	§7.22	Sanctions
    Laws and Regulations	86
	§8.	 	NEGATIVE
    COVENANTS	87
	 	§8.1	Restrictions
    on Indebtedness	87
	 	§8.2	Restrictions
    on Liens, Etc.	88
	 	§8.3	Restrictions
    on Investments.	89
	 	§8.4	Merger,
    Consolidation	90
	 	§8.5	Intentionally
    Deleted.	91
	 	§8.6	Compliance
    with Environmental Laws	91
	 	§8.7	Distributions	92
	 	§8.8	Asset
    Sales	92
	 	§8.9	Collateral
    Properties	92
	 	§8.10	Derivatives
    Contracts	93
	 	§8.11	Transactions
    with Affiliates	94
	 	§8.12	Management
    Fees	94
	 	§8.13	Changes
    to Organizational Documents	94
	§9.	 	FINANCIAL
    COVENANTS	94
	 	§9.1	Maximum
    Leverage Ratio	94
	 	§9.2	Minimum
    Fixed Charge Coverage Ratio	94
	 	§9.3	Minimum
    Tangible Net Worth	94
	 	§9.4	Minimum
    Debt Service Coverage Ratio	94
	 	§9.5	Minimum
    Occupancy	94
	 	§9.6	Pool
    Requirements	95
	§10.	 	CLOSING
    CONDITIONS	95
	 	§10.1	Loan
    Documents	95
	 	§10.2	Certified
    Copies of Organizational Documents	95
	 	§10.3	Resolutions	95




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	 	§10.4	Incumbency
    Certificate; Authorized Signers	95
	 	§10.5	Opinion
    of Counsel	95
	 	§10.6	Payment
    of Fees	95
	 	§10.7	Insurance	95
	 	§10.8	Performance;
    No Default	96
	 	§10.9	Representations
    and Warranties	96
	 	§10.10	Proceedings
    and Documents	96
	 	§10.11	Eligible
    Real Estate Qualification Documents	96
	 	§10.12	Compliance
    Certificate	96
	 	§10.13	Appraisals	96
	 	§10.14	Consents	96
	 	§10.15	Beneficial
    Ownership Regulation	96
	 	§10.16	Other	97
	§11.	 	CONDITIONS
    TO ALL BORROWINGS	97
	 	§11.1	Prior
    Conditions Satisfied	97
	 	§11.2	Representations
    True; No Default	97
	 	§11.3	Borrowing
    Documents	97
	 	§11.4	Future
    Advances Tax Payment	97
	§12.	 	EVENTS
    OF DEFAULT; ACCELERATION; ETC.	97
	 	§12.1	Events
    of Default and Acceleration	97
	 	§12.2	Certain
    Cure Periods	100
	 	§12.3	Termination
    of Commitments	101
	 	§12.4	Remedies	101
	 	§12.5	Distribution
    of Collateral Proceeds	101
	§13.	 	SETOFF	103
	§14.	 	THE
    AGENT.	103
	 	§14.1	Authorization	103
	 	§14.2	Employees
    and Agents	104
	 	§14.3	No
    Liability	104
	 	§14.4	No
    Representations	104
	 	§14.5	Payments.	105
	 	§14.6	Holders
    of Notes	105
	 	§14.7	Indemnity	105
	 	§14.8	Agent
    as Lender	105
	 	§14.9	Resignation	106
	 	§14.10	Duties
    in the Case of Enforcement	106
	 	§14.11	Bankruptcy	107
	 	§14.12	Request
    for Agent Action	107
	 	§14.13	Reliance
    by Agent	108
	 	§14.14	Approvals	108
	 	§14.15	Borrower
    Not Beneficiary	108
	 	§14.16	Defaulting
    Lenders.	108
	 	§14.17	Reliance
    on Hedge Provider	110




    iv 


     

    

 


	§15.	 	EXPENSES	111
	§16.	 	INDEMNIFICATION	112
	§17.	 	SURVIVAL
    OF COVENANTS, ETC.	113
	§18.	 	ASSIGNMENT
    AND PARTICIPATION.	113
	 	§18.1	Conditions
    to Assignment by Lenders	113
	 	§18.2	Register	114
	 	§18.3	New
    Notes	114
	 	§18.4	Participations	115
	 	§18.5	Pledge
    by Lender	115
	 	§18.6	No
    Assignment by Borrower	116
	 	§18.7	Disclosure	116
	 	§18.8	Titled
    Agents	117
	 	§18.9	Amendments
    to Loan Documents	117
	§19.	 	NOTICES	117
	§20.	 	RELATIONSHIP	118
	§21.	 	GOVERNING
    LAW; CONSENT TO JURISDICTION AND SERVICE	118
	§22.	 	HEADINGS	119
	§23.	 	COUNTERPARTS	119
	§24.	 	ENTIRE
    AGREEMENT, ETC.	119
	§25.	 	WAIVER
    OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS	119
	§26.	 	DEALINGS
    WITH THE BORROWER	120
	§27.	 	CONSENTS,
    AMENDMENTS, WAIVERS, ETC	120
	§28.	 	SEVERABILITY	121
	§29.	 	TIME
    OF THE ESSENCE	121
	§30.	 	NO
    UNWRITTEN AGREEMENTS	121
	§31.	 	REPLACEMENT
    NOTES	122
	§32.	 	NO
    THIRD PARTIES BENEFITED	122
	§33.	 	PATRIOT
    ACT	122
	§34.	 	[Intentionally
    Omitted.]	122
	§35.	 	JOINT
    AND SEVERAL LIABILITY	122
	§36.	 	ADDITIONAL
    AGREEMENTS CONCERNING OBLIGATIONS OF CREDIT PARTIES.	122
	 	§36.1	Waiver
    of Automatic or Supplemental Stay	123
	 	§36.2	Waiver
    of Defenses	123
	 	§36.3	Waiver	125
	 	§36.4	Subordination	126




    v 


     

    

 


	 	§36.5	Waiver
    of Rights Under Anti-Deficiency Rules	126
	 	§36.6	Further
    Waivers	126
	§37.	 	ACKNOWLEDGMENT
    OF BENEFITS; EFFECT OF AVOIDANCE PROVISIONS.	127
	§38.	 	Acknowledgement
    and consent to bail-in of EEA Financial Institutions.	128
	§39.	 	Acknowledgement
    Regarding Any Supported QFCs.	129
	§40.	 	ERISA.	130




    vi 


     

    

EXHIBITS
AND SCHEDULES


	Exhibit A	FORM OF REVOLVING
    CREDIT NOTE
	Exhibit B	FORM OF SWING LOAN NOTE
	Exhibit C	FORM OF JOINDER AGREEMENT
	Exhibit D	FORM OF REQUEST FOR REVOLVING
    CREDIT LOAN
	Exhibit E	FORM OF LETTER OF CREDIT REQUEST
	Exhibit F	FORM OF BORROWING BASE AVAILABILITY
    CERTIFICATE
	Exhibit G	FORM OF COMPLIANCE CERTIFICATE
	Exhibit H	FORM OF ASSIGNMENT AND ACCEPTANCE
    AGREEMENT
	Exhibit I	FORM OF LETTER OF CREDIT APPLICATION
	Schedule 1.1	LENDERS AND COMMITMENTS
	Schedule 1.2	ELIGIBLE REAL ESTATE QUALIFICATION
    DOCUMENTS
	Schedule 6.3	LIST OF ALL ENCUMBRANCES ON ASSETS
	Schedule 6.5	NO MATERIAL CHANGES
	Schedule 6.7	PENDING LITIGATION
	Schedule 6.15	CERTAIN TRANSACTIONS
	Schedule 6.20(d)	REQUIRED ENVIRONMENTAL ACTIONS
	Schedule 6.21	SUBSIDIARIES
	Schedule 6.22	EXCEPTIONS TO RENT ROLL
	Schedule 6.23	PROPERTY
	Schedule 6.25	MATERIAL LOAN AGREEMENTS
	Schedule 19	NOTICE ADDRESSES


 




    vii 


     

    


AMENDED
AND RESTATED CREDIT AGREEMENT


THIS
AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 7th day of August, 2019, by and among PLYMOUTH INDUSTRIAL
OP, LP, a Delaware limited partnership ("Borrower"), the Subsidiary Guarantors hereafter becoming a 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,
the Borrower, certain of the Lenders, and the Agent are parties to the Existing Credit Agreement (as defined below), pursuant
to which the lenders thereunder made available to the Borrower a revolving loan facility in accordance with the terms and conditions
contained therein; and


WHEREAS,
at the request of the Borrower, the Agent and the Lenders have agreed to make available to the Borrower a revolving loan facility
in the initial amount of $100,000,000.00, in accordance with the terms and conditions contained herein, and to amend and restate
the Existing Credit Agreement in its entirety;


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto,
the parties hereto agree to amend and restate the Existing Credit Agreement 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:


Acceptable
Appraisal. means an Appraisal that has been commissioned by and found acceptable by the Administrative Agent that contains
an "As Is" valuation.


Additional
Commitment Request Notice. See §2.12(a).


Additional
Subsidiary Guarantor. Each additional Subsidiary of Borrower which becomes a Subsidiary Guarantor pursuant to §5.5.


Adjusted
Net Operating Income. On any date of determination, an amount equal to (i) the Net Operating Income from the Collateral Properties
for the applicable period; less (ii) the Capital Reserve applicable to the Collateral Properties for the applicable period, calculated
on a trailing 12-month basis. For the purposes of calculating Adjusted Net Operating Income for the Collateral Properties not
owned and operated by the Borrower or a Subsidiary Guarantor for the prior four (4) full fiscal quarters most recently ended,
the Adjusted Net Operating Income attributable to such Collateral Properties shall be calculated by using the actual historical
results for such Collateral Properties for the prior four (4) full fiscal quarters most recently ended as if




    

     

    


 


the
Collateral Properties 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 Collateral Properties is unavailable, the Borrower may include
such calculation of Adjusted Net Operating Income attributable to such Collateral Properties calculated on a proforma basis utilizing
the most recent results available to the Borrower, annualized, so long as the Agent shall have given its prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed. Additionally, for Collateral Properties that have been
disposed of during the period of the prior four (4) fiscal quarters most recently ended, the Adjusted Net Operating Income attributable
to such Collateral Properties 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.


Aggregate
Occupancy Rate. The quotient of (a) Net Rentable Area for all of the Collateral Properties subject to Leases as to which (i)
tenants are in occupancy of all of their respective leased premises (or as to which a tenant has executed and delivered a lease
for space within a Collateral Property, which lease is in full force and effect and with respect to which the tenant will take
occupancy within ninety (90) days of execution of such lease), (ii) tenants are not in default of any of their monetary or other
material obligations under their respective 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 a result of the impact of an annual escalation of such rent), (iii) are an arm's length Lease entered into in the
ordinary course of business with a party that is not an Affiliate of the Borrower, and (iv) tenants or any guarantor thereunder
are not subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or
similar debtor relief proceeding, divided by (b) Net Rentable Area for all of the Collateral Properties, expressed as a percentage.




    2 


     

    

 


Agreement.
This Credit Agreement, as the same may be amended, 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, 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 and Base Rate Loans shall be as set forth below based on the Total Leverage
as set forth in the most recent Compliance Certificate pursuant to §7.4(c):


	Pricing Level	Total Leverage	LIBOR Rate Loans	Base Rate Loans
	Pricing Level 1	Less than 50%	2.00%	1.00%
	Pricing Level 2	Equal to or greater than 50% but less than 60%	2.25%	1.25%
	Pricing Level 3	Equal to or greater than 60% but less than 65%	2.50%	1.50%


 


The
Applicable Margin shall not be adjusted based upon such Total Leverage Ratio, if at all, until the third (3rd) Business
Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly
Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and
the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 3 commencing on the
first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered
and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the
first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable
Rate in effect from the date hereof through the date of the next change in the Applicable Rate pursuant to the provisions hereof
shall be determined based upon Pricing Level 2. The provisions of this definition shall be subject to §2.7(e).


Appraisal.
An MAI appraisal of the value of a parcel of Real Estate, performed by an independent appraiser with experience appraising industrial
properties, with any such Appraisal for a Collateral Property being performed by an independent appraiser selected by the Agent
who is not an employee of the REIT Guarantor or any of its Subsidiaries, the Agent or a Lender, the form and substance of such
appraisal and the identity of the appraiser to be in compliance with the Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended, the rules and regulations adopted pursuant thereto and all other regulatory laws and policies (both regulatory
and internal) applicable to the Lenders and approved by the Agent.




    3 


     

    

 


Appraised
Value. The "as-is" value of a Collateral Property (or Real Estate which will become a Collateral Property) determined
by the most recent applicable Appraisal of such Collateral Property (or Real Estate which will become a Collateral Property),
obtained pursuant to this Agreement; subject, however, to such changes or adjustments to the value determined thereby as may be
required by the appraisal department of the Agent in its good faith business judgment based on criteria and factors generally
used and considered by the Agent in determining the value of similar properties.


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 §18.118.1.


Assignment
of Leases and Rents. Each of the assignments of leases and rents from the Borrower or a Subsidiary Guarantor to the Agent
now or hereafter delivered to secure the Obligations, as may be modified or amended.


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. June 30, 2019.


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


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.




    4 


     

    

 


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


Beneficial
Ownership Certification. A certification regarding beneficial ownership as required by the Beneficial Ownership Regulation,
which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners
of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry
and Financial Markets Association.


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


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


Borrowing
Base Availability. As of any time of determination, the aggregate of the lesser of (i) the sum of (A) 60% multiplied by the
Value of each Collateral Property that is not considered a Value Add Property, and (B) 50% multiplied by the Value of each Collateral
Property that is considered a Value Add Property; provided that the aggregate Borrowing Base Availability provided by Value Add
Properties shall not exceed twenty five percent (25%) of the total Borrowing Base Availability; or (ii) an amount of debt that
results in a 1.50x Implied DSCR for such Collateral Property.


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.


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


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


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 Collateral Properties, an amount equal to $0.15 per annum multiplied
by the weighted average total square footage of the Buildings in Real Estate that was a Collateral Property during such period.




    5 


     

    

 


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.


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;




    6 


     

    

 


(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 Section
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 and §11 have been
satisfied.


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


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, the Collateral Properties.


Collateral
Property or Collateral Properties. The Eligible Real Estate which is security for the Obligations and any Hedge Obligations
pursuant to the Mortgages.


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


Commitment
Increase. An increase in the Total Commitment to not more than $200,000,000 after giving effect to any such increase pursuant
to §2.12.


Commitment
Increase Date. See §2.12(a).


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


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




    7 


     

    

 


Compliance
Certificate. See §7.4(c).


Condemnation
Proceeds. All compensation, awards, damages, judgments and proceeds awarded to Credit Party by reason of any Taking, net of
all reasonable and customary amounts actually expended to collect the same and/or to maximize the total amount of the same.


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, Total Asset Value less all Indebtedness.


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.


Covered Entity.
Any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b).


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


Debt
Service. For any period (without duplication), the sum of (a) Total Interest Expense for such period, plus (b) all of the
principal due and payable and principal paid with respect to Indebtedness of REIT Guarantor, the Borrower and their respective
Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in
full and any voluntary full or partial prepayments prior to stated maturity thereof, plus (c) the principal payment on any Capital
Lease Obligations. Such Person's Equity Percentage in the debt service referred to above of its Unconsolidated Affiliates and
Subsidiaries of Borrower that are not Wholly Owned Subsidiaries shall be included (without duplication) in the determination of
Debt Service.


Debt
Service Coverage Ratio. (a) EBITDA for the trailing twelve (12) month period divided by (b) Debt Service for the trailing
twelve (12) month period.


Default.
See §12.1.


Default
Rate. See §4.12.




    8 


     

    

 


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, any Issuing Lender, the Swing Loan Lender or any other Lender any other amount required
to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Loans) within two (2) Business
Days of the date when due, (b) has notified the Borrower, the Agent, the Swing Loan Lender 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.




    9 


     

    

 


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, 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 Revolving
Credit 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 (or plus
all losses) 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 REIT Guarantor or such Subsidiary is entitled or for which the Borrower, the REIT
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).




    10 


     

    

 


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, or any Defaulting Lender.


Eligible
Real Estate. Real Estate:


(a)       which
is owned in fee (or leased under a Ground Lease), with such easements, rights-of-way, and other similar appurtenances required
for the operation of the fee or leasehold property, by Borrower or a Subsidiary Guarantor;


(b)       which
is an industrial property consisting of one of the following property types: warehouse, distribution, flex (light manufacturing
or research & development) or trans-shipment property and functions ancillary thereto, located within the fifty (50) States
of the continental United States or the District of Columbia and further within the Borrower's target geographical markets;


(c)       as
to which all of the representations set forth in §6 of this Agreement concerning Collateral Property are true and correct
in all material respects; and


(d)       as
to which the Agent has received and approved all Eligible Real Estate Qualification Documents, or will receive and approve them
prior to inclusion of such Real Estate as a Collateral Property.


Eligible
Real Estate Qualification Documents. See Schedule 1.2 attached hereto.


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.




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Environmental
Engineer. Such firm or firms of independent professional engineers or other scientists generally recognized as expert in the
detection, analysis and remediation of Hazardous Substances and related environmental matters and acceptable to the Agent in its
reasonable discretion.


Environmental
Laws. As defined in the Indemnity Agreements.


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


Equity
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.




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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.


Existing
Credit Agreement. That certain Revolving Credit Agreement dated August 11, 2017, as amended, entered into by the Borrower,
certain Subsidiaries of the Borrower, as Subsidiary Guarantors, the Agent and certain lenders.


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.


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 a trailing twelve (12) month period to (b) Fixed Charges for a trailing twelve (12)
month period.


Fixed
Charges. For any applicable period, 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 Borrower, the REIT Guarantor and their respective 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 of the
Borrower, the REIT Guarantor and their respective 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.




    13 


     

    

 


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


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


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
from Operations. Net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation
and amortization, and after adjustments for Unconsolidated Affiliates and non-wholly Owned Subsidiaries. Adjustments for Unconsolidated
Affiliates and non-wholly Owned Subsidiaries will be calculated to reflect funds from operations on the same basis. For purposes
of this Agreement, Funds From Operations shall be calculated consistent with the White Paper on Funds From Operations dated October
1999 issued by National Association of Real Estate Investments Trusts, Inc. ("NAREIT"), as supplemented by the National
Policy Bulletin dated November 8, 1999 issued by NAREIT, but without giving effect to any supplements, amendments or other modifications
promulgated after the date hereof.


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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Ground
Lease. An unsubordinated ground lease as to which no default (other than a default which remains subject to grace or cure
periods) or event of default has occurred or with the passage of time or the giving of notice would occur and containing the following
terms and conditions: (a) a remaining term (exclusive of any unexercised extension options) of thirty five (35) years or more
from the date such Real Estate is included as Collateral Property; (b) the right of the lessee to mortgage and encumber its interest
in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage
lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease
will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosure, and fails to do so;
(d) reasonable transferability of the lessee's interest under such lease, including the ability to sublease; (e) such other rights
customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant
to a ground lease, and (f) is otherwise acceptable to the Agent.


Ground
Lease Default. See §6.32(d).


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. As defined in the Indemnity Agreements.


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.


Implied
DSCR. The quotient obtained by dividing (i) the aggregate Adjusted Net Operating Income for the respective Collateral Property
or Collateral Properties by (ii) the product of (x) 1.50 and (y) the Mortgage Constant.


Increase
Notice. See §2.12(a).




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Indebtedness.
Without duplication, as of any date of determination, all of the following (without duplication): (a) all obligations of such
Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than
one hundred eighty (180) days past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented
by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes
or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments
or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial
payment for property or services rendered; (c) obligation of such Person as a lessee or obligor under a Capitalized Lease; (d)
all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented
for payment); (e) all off-balance sheet obligations of such Person; (f) all obligations of such Person in respect of any purchase
obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement
(excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests), (g) net obligations
under any Derivatives Contract not entered into as a hedge against existing Indebtedness; (h) all Indebtedness of other Persons
which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud,
misapplication of funds, environmental indemnities, violation of "special purpose entity" covenants, and other similar
exceptions to recourse liability until a claim is made with respect thereto, and then shall be included only to the extent of
the amount of such claim), including liability of a general partner in respect of liabilities of a partnership in which it is
a general partner which would constitute "Indebtedness" hereunder, any obligation to supply funds to or in any manner
to invest directly or indirectly in a Person, to maintain working capital or equity capital of a Person or otherwise to maintain
net worth, solvency or other financial condition of a Person, to purchase indebtedness, or to assure the owner of indebtedness
against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services
for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (i) all Indebtedness
of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for
the payment of such Indebtedness or other payment obligation; (j) all obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any mandatorily redeemable stock issued by such Person (unless such mandatorily
redeemable stock may be settled 100% in stock at the Borrower's sole discretion), valued at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends, and (k) such Person's Equity Percentage of the Indebtedness (based upon
its Equity Percentage in such Unconsolidated Affiliates) of any Unconsolidated Affiliate of such Person. "Indebtedness"
shall be adjusted to remove any impact of intangibles pursuant to FAS 141, as issued by the Financial Accounting Standards Board
in June of 2001.


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




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Indemnity
Agreements. The Environmental Indemnity regarding Hazardous Substances made by the Borrower and each Guarantor in favor of
the Agent and the Lenders, as the same may be modified or amended.


Initial
Collateral Properties. The following properties: (i) 5861 West Cleveland, 5502 West Brick, 4491 North Mayflower, 5855 West
Carbonmill, and 4955 Ameritech Drive, South Bend, Indiana, (ii) 4430 Sam Jones Expressway, Indianapolis, Indiana, (iii) 30339
Diamond Parkway, Glenwillow, Ohio, and (iv) 144 Tower Drive, Burr Ridge, Illinois; the property located at 2890 Democrat Road,
2890-2904 Business Park Drive, 2864-2876 Business Park Drive, 2851-2885 Business Park Drive, 2842 Business Park Drive, 2828 Business
Park Drive, 2813-2843 Business Park Drive and 2847 Business Park Drive, Memphis, Tennessee will be included as an Initial Collateral
Property upon receipt of a title insurance endorsement acceptable to the Agent which endorsement shall reflect no intervening
liens or encumbrances on such property from the recording of the original Mortgage on such property and shall increase the coverage
of the subject Title Policy with respect to such property to the amount required under Section (b) of Schedule 1.2.


Insurance
Proceeds. All insurance proceeds, damages and claims and the right thereto under any insurance policies relating to any portion
of any Collateral, net of all reasonable and customary amounts actually expended to collect the same and/or to maximize the total
amount of the same.


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


(i)       if
any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest
Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next
calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day, as determined conclusively
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 Revolving Credit 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 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.


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


Joinder
Agreement. The Joinder Agreement with respect to this Agreement, the Notes (or the Guaranty) and Indemnity Agreement to be
executed and delivered pursuant to §5.5 by any Additional Subsidiary Guarantor, such Joinder Agreement to be substantially
in the form of Exhibit C hereto.


KeyBank.
As defined in the preamble hereto.


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




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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.


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


Letter
of Credit. Any standby letter of credit issued at the request of the Borrower and for the account of the Borrower or any Affiliate
in accordance with §2.11.


Letter
of Credit Liabilities. At any time and in respect of any Letter of Credit, the sum of (a) the maximum undrawn face amount
of such Letter of Credit plus (b) the aggregate unpaid principal amount of all drawings made under such Letter of Credit which
have not been repaid (including repayment by a Revolving Credit Loan). For purposes of this Agreement, a Revolving Credit Lender
(other than the Revolving Credit Lender acting as the Issuing Lender) shall be deemed to hold a Letter of Credit Liability in
an amount equal to its participation interest in the related Letter of Credit under §2.11, and the Revolving Credit Lender
acting as the Issuing Lender shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest
in the related Letter of Credit after giving effect to the acquisition by the Revolving Credit Lenders other than the Revolving
Credit Lender acting as the Issuing Lender of their participation interests under such Section.


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




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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.


LLC
Division. In the event the Borrower, any Guarantor or any Subsidiary thereof is a limited liability company, (i) the division
of any such Person into two or more newly formed limited liability companies (whether or not any such Person is a surviving entity
following any such division) pursuant to, in the event any such Person is organized under the laws of the State of Delaware, Section
18-217 of the Delaware Limited Liability Company Act or, in the event any such Person is organized under the laws of a State or
Commonwealth of the United States (other than Delaware) or of the District of Columbia, any similar provision under any similar
act governing limited liability companies organized under the laws of such State or Commonwealth or of the District of Columbia,
or (ii) the adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Authority that
results in (or with the passage of time shall result in) any such division.


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 (including a Revolving Credit Loan (or Loans) and Swing Loan (or
Loans)), as the case may be, to be made by the Lenders hereunder. All Loans shall be made in Dollars. Amounts drawn under a Letter
of Credit shall also be considered Revolving Credit Loans as provided in §2.11(f).


Major
Tenant. Any tenant occupying (or proposed to occupy) more than 25,000 square feet in the aggregate in the Collateral Properties.




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Management
Agreements. Written property management agreements providing for the management of the Collateral Properties or any of them.


Material
Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise), or
results of operations of REIT 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 Collateral Property with any Legal
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 Collateral
Property 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.


Moody's.
Moody's Investor Service, Inc.


Mortgage
Constant. As of any date of determination, the monthly factor determined by the Agent by reference to a standard level constant
payment table for a fully amortizing loan with a maturity of thirty (30) years based upon an assumed per annum interest rate equal
to the greatest of (i) the ten-year U.S. Treasury rate plus two and five tenths percent (2.5%), (ii) six percent (6.0%), and (iii)
the weighted average interest rate then applicable to advances outstanding under the Loans.


Mortgages.
The Mortgages, Deeds to Secure Debt and/or Deeds of Trust from Borrower or a Subsidiary Guarantor to the Agent for the benefit
of the Lenders (or to trustees named therein acting on behalf of the Agent for the benefit of the Lenders), respecting the Collateral
Properties, now or hereafter delivered to secure the Obligations, as the same may be modified or amended.


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


Net
Operating Income. For any Collateral Property as of any date of determination, an amount equal to (A) the aggregate gross
revenues from tenants with respect to the operations of such Collateral Property 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 Collateral Property 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 Collateral Property 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 Collateral Property), 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.




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Net
Rentable Area. With respect to any Real Estate, the net rentable square footage as determined in accordance with the Appraisal.


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 (other than a Collateral Property) 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).


Notes.
Collectively, the Revolving Credit Notes.


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 Agreement or the other Loan Documents;




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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 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 Agreement or any other Loan Document or executed in connection with the transactions contemplated by this
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 Collateral Property), now or hereafter
assessed or imposed against the Collateral Property, 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).


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.




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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.


Post-Closing
Letter. That certain letter agreement of even date herewith entered into by and among the Agent and the Borrower, if applicable.


Potential
Collateral. Any property of Borrower or a Subsidiary Guarantor which is not at the time included in the Collateral and which
consists of (i) Eligible Real Estate, or (ii) Real Estate which is capable of becoming Eligible Real Estate through the completion
and delivery of Eligible Real Estate Qualification Documents.


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.


QFC. Has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance
with, 12 U.S.C. 5390(c)(8)(D).


QFC
Credit Support. See §39.


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.


Release.
See §6.20(c)(iii).




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Rent
Roll. A report prepared by the Borrower showing for each Collateral Property owned or leased by Borrower or a Subsidiary Guarantor,
its occupancy, tenants, lease expiration dates, lease rent and other information in substantially the form presented to Agent
on or prior to the date hereof.


Required
Lenders. As of any date, the Lender or Lenders whose aggregate Commitment Percentage is greater than fifty percent (50%) 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.


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


Revolving
Credit Commitment. With respect to each Revolving Credit Lender, the amount set forth on Schedule 1.1 hereto as the
amount of such Revolving Credit Lender's Revolving Credit Commitment (other than Swing Loans), to make or maintain Revolving Credit
Loans to the Borrower, to participate in Letters of Credit for the account of the Borrower, and to participate in Swing Loans
to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if
the Revolving Credit Commitments of the Revolving Credit Lenders have been terminated as provided in this Agreement, then the
Revolving Credit Commitment of each Revolving Credit Lender shall be determined based on the Revolving Credit Commitment Percentage
of such Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made
pursuant to the terms hereof.


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


Revolving
Credit Exposure. From time to time, the aggregate principal amount outstanding of Revolving Credit Loans and Swing Loans plus
the aggregate Letter of Credit Liabilities.




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


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


Revolving
Credit Loan or Loans. An individual Revolving Credit Loan or the aggregate Revolving Credit Loans, as the case may be, in
the maximum principal amount of $100,000,000 (subject to increase as provided in §2.12) to be made by the Revolving Credit
Lenders hereunder as more particularly described in §2. Without limiting the foregoing, Revolving Credit Loans shall also
include Revolving Credit Loans made pursuant to §2.11(f).


Revolving
Credit Maturity Date. August 7, 2023, as such date may be extended as provided in §2.13, or such earlier date on which
the Revolving Credit Loans shall become due and payable pursuant to the terms hereof.


Revolving
Credit Notes. See §2.3.


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) fifty percent (50%) 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 Joinder Agreements, the Mortgages, the Assignments of Leases and Rents, the Indemnity Agreements,
the Pledge 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.


Subordination,
Attornment and Non-Disturbance Agreement. An agreement among the Agent, a Subsidiary Guarantor and a tenant under a Lease
pursuant to which such tenant agrees to subordinate its rights under the Lease to the lien or security title of the applicable
Mortgage and agrees to recognize the Agent or its successor in interest as landlord under the Lease in the event of a foreclosure
under such Mortgage, and the Agent agrees to not disturb the possession of such tenant, such agreement to be in form and substance
reasonably satisfactory to Agent.




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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, each Person which is a Subsidiary Guarantor as of the Closing Date and each Additional Subsidiary
Guarantor that is the direct or indirect owner of a Collateral Property.


Supported
QFC. See §39


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


Surveyor
Certification. With respect to each parcel of Collateral Property, a certificate executed by the surveyor who prepared the
Survey with respect thereto, dated as of a recent date and containing such information relating to such parcel as the Agent may
reasonably require, such certificate to be reasonably satisfactory to the Agent in form and substance.


Swing
Loan. See §2.2(a).


Swing
Loan Commitment. $25,000,000. The Swing Loan Commitment is part of, and not in addition to, the aggregate Commitment.


Swing
Loan Lender. KeyBank, in its capacity as Swing Loan Lender and any successor thereof.


Swing
Loan Note. See §2.2(b).


Taking.
The taking or appropriation (including by deed in lieu of condemnation) of any Collateral Property, or any part thereof or interest
therein, whether permanently or temporarily, for public or quasi-public use under the power of eminent domain, by reason of any
public improvement or condemnation proceeding, or in any other manner or any customarily recognized and compensated damage or
injury or diminution in value through condemnation, inverse condemnation or other exercise of the power of eminent domain.




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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.


Titled
Agents. The Arranger the Syndication Agent, and any co-syndication agents or documentation agent.


Title
Insurance Company. Any title insurance company or companies approved by the Agent and the Borrower.


Title
Policy. With respect to each parcel of Collateral Property, an ALTA standard form title insurance policy (or, if such form
is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent)
issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with
direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based
upon the fair market value of the applicable Collateral Property insuring the priority of the Mortgage thereon and that Borrower
or Subsidiary Guarantor holds marketable fee simple title or a valid and subsisting leasehold interest to such parcel, subject
only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for
mechanics liens, persons in occupancy (other than tenants as tenants only under Leases and liens for taxes not yet due and payable)
or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance
is acceptable to the Agent in its reasonable discretion, and shall contain if available and customarily obtained by other commercial
lenders in the State in which the Real Estate is located, (a) a future advance endorsement and (b) such other endorsements and
affirmative insurance as the Agent may reasonably require, including but not limited to (i) a comprehensive endorsement, (ii)
a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning
endorsement, (vi) a "tie-in" endorsement relating to all Title Policies issued by such Title Insurance Company in respect
of other Collateral Property, (vii) a "first loss" endorsement, and (viii) a utility location endorsement.


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 Unconsolidated
Affiliates and non-Wholly Owned Subsidiaries will be valued using the same methodology with the Borrower only receiving credit
for their Equity Percentage of the subject Unconsolidated Affiliates and non-Wholly Owned Subsidiaries.


Total
Commitment. As of the date of this Agreement, the Total Commitment is $100,000,000.00. The Total Commitment may increase in
accordance with §2.12 or decreased in accordance with §2.5.




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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 Borrower, the REIT Guarantor and their respective Subsidiaries during such period on: (i) all Indebtedness of the Borrower,
the REIT Guarantor and their 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 and its Subsidiaries.


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


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).


Unused
Fee Rate. A per annum rate equal to (a) twenty five hundredths percent (.25%) per annum on the actual daily unused amount
of the Commitment of such Lender if the Revolving Credit Exposure is less than fifty percent (50%), and (b) at two tenths of a
percent (.20%) per annum on the actual daily unused amount of the Commitment of such Lender if the Revolving Credit Exposure is
equal to or greater than fifty percent (50%).




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Value.
As of any date, as of any date, the lower of: i) cost (for assets owned less than twelve (12) months) and ii) the "as-is"
appraised value per the most-recently obtained Acceptable Appraisal for Collateral Properties. For any non-Collateral Property,
the corresponding Value shall be set at the undepreciated cost basis of the real estate assets plus non-maintenance capital expenditures
less any write-downs or impairments attributable to the real estate as reasonably approved by the Agent.


Value
Add Property. Real Estate which is improved as an Industrial Property where more than twenty percent (20%) of the Net Rentable
Area of such Real Estate is vacant.


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


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, and in the event the Borrower, any Guarantor
or any of their respective Subsidiaries is a limited liability company and shall undertake an LLC Division (any such LLC Division
being a violation of this Agreement), shall be deemed to include each limited liability company resulting from any such LLC Division.


(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.




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(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. 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 without giving effect to any change
in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02,
Leases (Topic 842), or (Y) other changes to GAAP taking effect after the Closing Date, in each case, to the extent such adoption
would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar
arrangement) would not have been required to be so treated under GAAP as in effect immediately prior to the effectiveness of such
change.


		§2.	THE
                                         CREDIT FACILITY.



§2.1Revolving
Credit Loans.




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(a)       Subject
to the terms and conditions set forth in this Agreement and the Post Closing Letter, each of the Revolving Credit Lenders severally
agrees to lend to the Borrower, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date
and the Revolving Credit Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.8, such sums
as are requested by the Borrower for the purposes set forth in §2.10 up to a maximum aggregate principal amount outstanding
(after giving effect to all amounts requested) at any one time equal to the lesser of (i) such Revolving Credit Lender's Revolving
Credit Commitment and (ii) such Revolving Credit Lender's Revolving Credit Commitment Percentage of (A) the Borrowing Base Availability
minus (B) the amount of all outstanding Revolving Credit Exposure; provided, that, in all events no Default or Event
of Default shall have occurred and be continuing. The Revolving Credit Loans shall be made pro rata in accordance with
each Revolving Credit Lender's Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall
constitute a representation and warranty by the Borrower that all of the conditions required of Borrower set forth in §10
and §11 have been satisfied (unless waived by Agent in writing) on the date of such request (or if such condition is required
to have been satisfied only as of the initial Closing Date, that such condition was satisfied as of the Closing Date), or to the
extent all of the conditions required of Borrower set forth in §10 and §11 are not satisfied or deemed satisfied (unless
waived by Agent in writing) as of the date of such request, such shall not result in any Material Adverse Effect. The Agent may
assume that the conditions in §10 and §11 have been satisfied (unless waived by Agent in writing) unless it receives
prior written notice from a Revolving Credit Lender that such conditions have not been satisfied or waived. No Revolving Credit
Lender shall have any obligation to make Revolving Credit Loans to Borrower in the maximum aggregate principal outstanding balance
of more than the principal face amount of its Revolving Credit Note or its Commitment, as applicable.


§2.2Swing
Loans.


(a)       Subject
to the terms and conditions set forth in this Agreement, Swing Loan Lender agrees to lend to the Borrower (the "Swing Loans"),
and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the date which is five (5)
Business Days prior to the Maturity Date upon notice by the Borrower to the Swing Loan Lender given in accordance with this §2.2,
such sums in Dollars as are requested by the Borrower for the purposes set forth in §2.10 in an aggregate principal amount
at any one time outstanding not exceeding the Swing Loan Commitment; provided that in all events (i) no Default or Event of Default
shall have occurred and be continuing; (ii) no Lender shall be a Defaulting Lender (provided Swing Loan Lender may, in its sole
discretion, be entitled to waive this condition); (iii) the outstanding principal amount of the Revolving Credit Exposure shall
not at any time exceed the lesser of (A) the Total Commitments or (B) the Borrowing Base Availability, and (iv) each Swing Loan
shall be in a minimum amount of $1,000,000.00. Swing Loans shall constitute "Loans" for all purposes hereunder. The
funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required
of the Borrower set forth in §10 and §11 have been satisfied on the date of such funding. The Swing Loan Lender may
assume that the conditions in §10 and §11 have been satisfied unless Swing Loan Lender has received written notice from
a Lender that such conditions have not been satisfied. Each Swing Loan shall be due and payable within five (5) Business Days
of the date such Swing Loan was provided and Borrower hereby agrees (to the extent not repaid as contemplated by §2.2(d)
below) to repay each Swing Loan on or before the date that is five (5) Business Days from the date such Swing Loan was provided;
repayment of any Swing Loan may not be made by the advance of a new Swing Loan.




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(b)       The
Swing Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit B hereto (the
"Swing Loan Note"), dated the date of this Agreement and completed with appropriate insertions. The Swing Loan Note
shall be payable to the order of the Swing Loan Lender in the principal face amount equal to the Swing Loan Commitment and shall
be payable as set forth below.


(c)       Borrower
shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request executed by an Authorized Officer no later than
1:00 p.m. (Eastern time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which shall be in the
minimum amount of $1,000,000) and providing the wire instructions for the delivery of the Swing Loan proceeds, together with an
executed Borrowing Base Availability Certificate in the form of Exhibit F. Each such Loan Request shall be irrevocable
and binding on the Borrower and shall obligate the Borrower to accept such Swing Loan on the Drawdown Date. Notwithstanding anything
herein to the contrary, a Swing Loan shall be a Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin
for Base Rate Loans. The proceeds of the Swing Loan will be disbursed by wire by the Swing Loan Lender to the Borrower no later
than 3:00 p.m. (Eastern time).


(d)       The
Swing Loan Lender shall, within two (2) Business Days after the Drawdown Date with respect to such Swing Loan, request each Lender,
including the Swing Loan Lender, to make a Loan pursuant to §2.1 in an amount equal to such Lender's Revolving Credit Commitment
Percentage of the amount of the Swing Loan outstanding on the date such notice is given. In the event that the Borrower does not
notify the Agent in writing otherwise on or before noon (Eastern time) of the second (2nd) Business Day after the Drawdown Date
with respect to such Swing Loan, Agent shall notify the Lenders that such Loan shall be a LIBOR Rate Loan with an Interest Period
of one (1) month, provided that the making of such LIBOR Rate Loan will not be in contravention of any other provision of this
Agreement, or if the making of a LIBOR Rate Loan would be in contravention of this Agreement, then such notice shall indicate
that such loan shall be a Base Rate Loan. Borrower hereby irrevocably authorizes and directs the Swing Loan Lender to so act on
its behalf, and agrees that any amount advanced to the Agent for the benefit of the Swing Loan Lender pursuant to this §2.2(d)
shall be considered a Revolving Loan pursuant to §2.1. Unless any of the events described in paragraph (h), (i) or (j) of
§12.1 shall have occurred (in which event the procedures of §2.2(e) shall apply), each Lender shall make the proceeds
of its Loan available to the Swing Loan Lender for the account of the Swing Loan Lender at the Agent's Head Office prior to 12:00
noon (Eastern time) in funds immediately available no later than the third (3rd) Business Day after the date such notice is given
just as if the Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the Notes.
The proceeds of such Loan shall be immediately applied to repay the Swing Loans.


(e)       If
for any reason a Swing Loan cannot be refinanced by a Loan pursuant to §2.2(d) (including due to a Defaulting Lender's failure
to fund), each Lender will, on the date such Loan pursuant to §2.2(d) was to have been made, purchase an undivided participation
interest in the Swing Loan in an amount equal to its Revolving Credit Commitment Percentage of such Swing Loan (or portion thereof).
Each Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation
and upon receipt thereof the Swing Loan Lender will deliver to such Lender a Swing Loan participation certificate dated the date
of receipt of such funds and in such amount.




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


(g)       Each
Lender's obligation to fund a Loan as provided in §2.2(d) or to purchase participation interests pursuant to §2.2(e)
shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff,
counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Loan Lender, the
Borrower or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii)
any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries; (iv) any breach of this
Agreement or any of the other Loan Documents by the Borrower or any Lender; or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing. Any portions of a Swing Loan not so purchased or converted may be
treated by the Agent and Swing Loan Lender as against such Lender as a Loan which was not funded by the non-purchasing Lender
as contemplated by §2.2 and §12.5, and shall have such rights and remedies against such Lender as are set forth in §§2.2,
12.5 and 14.5. Each Swing Loan, once so sold or converted, shall cease to be a Swing Loan for the purposes of this Agreement,
but shall be a Loan made by each Lender under its Commitment.


§2.3Notes.
The Revolving Credit Loans shall, if requested by each Lender, be evidenced by separate promissory notes of the Borrower in substantially
the form of Exhibit A hereto (collectively, the "Revolving Credit Notes"), dated of even date with this Agreement
(except as otherwise provided in §18.3) and completed with appropriate insertions. One Revolving Credit Note shall be payable
to the order of each Revolving Credit Lender which so requests the issuance of a Revolving Credit Note in the principal amount
equal to such Revolving Credit Lender's Revolving Credit Commitment or, if less, the outstanding amount of all Revolving Credit
Loans made by such Revolving Credit Lender, plus interest accrued thereon, as set forth below.


§2.4Facility
Unused Fee. The Borrower agrees to pay to the Agent for the account of the Revolving Credit Lenders (other than any Defaulting
Lender) in accordance with their respective Revolving Credit Commitment Percentages a facility unused fee calculated at the Unused
Fee Rate on the actual daily amount by which the Total Commitment exceeds the outstanding principal amount of Revolving Credit
Exposure during each calendar quarter or portion thereof commencing on the date hereof and ending on the Revolving Credit Maturity
Date. The facility unused fee shall be calculated for each quarter based on the ratio (expressed as a percentage) of (a) the actual
daily amount of the outstanding principal amount of the Revolving Credit Exposure during such quarter to (b) the Total Commitment.
The facility unused fee shall be payable quarterly in arrears on the fifth (5th) day of each calendar quarter for the
immediately preceding calendar quarter or portion thereof, and on any earlier date on which the Revolving Credit Commitments shall
be reduced or shall terminate as provided in §2.5, with a final payment on the Revolving Credit Maturity Date.




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§2.5Reduction
and Termination of the Revolving Credit Commitments. The Borrower shall have the right at any time and from time to time upon
five (5) Business Days' prior written notice to the Agent to reduce by $5,000,000 or an integral multiple of $1,000,000 in excess
thereof (provided that in no event shall the Total Commitment thereafter be reduced in such manner to an amount less than
$50,000,000) or to terminate entirely the Revolving Credit Commitments, whereupon the Revolving Credit Commitments of the Revolving
Credit Lenders shall be reduced pro rata in accordance with their respective Revolving Credit Commitment Percentages of the amount
specified in such notice or, as the case may be, terminated, any such termination or reduction to be without penalty except as
otherwise set forth in §4.8; provided, however, that no such termination or reduction shall be permitted if,
after giving effect thereto, the sum of Outstanding Revolving Credit Loans and the Letter of Credit Liabilities would exceed the
Revolving Credit Commitments of the Revolving Credit Lenders as so terminated or reduced. Promptly after receiving any notice
from the Borrower delivered pursuant to this §2.5, the Agent will notify the Revolving Credit Lenders of the substance thereof.
Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts
of the Revolving Credit Lenders the full amount of any unused facility unused fee under §2.4 then accrued on the amount of
the reduction. No reduction or termination of the Revolving Credit Commitments may be reinstated.


§2.6RESERVED.


§2.7Interest
on Loans.


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


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


(c)       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 converted to Loans of the other Type as provided in §4.1.




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(e)       The
parties understand that the applicable interest rate for the Loans and certain fees set forth herein may be determined and/or
adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders
by Borrower (the "Borrower Information"). If it is subsequently determined that any such Borrower Information was incorrect
(for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time
it was delivered to the Agent, and if the applicable interest rate or fees calculated for any period were different than they
should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall
be automatically recalculated using correct Borrower Information. The Agent shall promptly notify Borrower in writing of any additional
interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Agent,
for the account of each Lender, within five (5) Business Days of receipt of such written notice. Borrower shall receive a credit
or refund of any overpayment promptly after such determination. Any recalculation of interest or fees required by this provision
shall survive the termination of this Agreement for a period of one hundred eighty (180) days, and this provision shall not in
any way limit any of the Agent's, the Issuing Lender's or any Lender's other rights under this Agreement.


§2.8Requests
for Revolving Credit Loans. Except with respect to any initial Revolving Credit Loan on the Closing Date, the Borrower shall
give to the Agent written notice executed by an Authorized Officer in the form of Exhibit D hereto (or telephonic notice
confirmed in writing in the form of Exhibit D hereto) of each Revolving Credit Loan requested hereunder (a "Loan Request")
by 1:00 p.m. (Eastern time) one (1) Business Day prior to the proposed Drawdown Date with respect to Revolving Credit Base Rate
Loans and two (2) Business Days prior to the proposed Drawdown Date with respect to Revolving Credit LIBOR Rate Loans, together
with an executed Borrowing Base Availability Certificate in the form of Exhibit F. Each such notice shall specify with
respect to the requested Revolving Credit Loan the proposed principal amount of such Revolving Credit Loan, the Type of Revolving
Credit Loan, the initial Interest Period (if applicable) for such Revolving Credit Loan and the Drawdown Date. Promptly upon receipt
of any such notice, the Agent shall notify each of the Revolving Credit Lenders thereof. Each such Loan Request shall be irrevocable
and binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the Revolving Credit
Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrower from seeking recourse against any Revolving Credit
Lender that fails to advance its proportionate share of a requested Revolving Credit Loan as required by this Agreement. Each
Loan Request shall be (a) for a Revolving Credit Base Rate Loan in a minimum aggregate amount of $100,000; or (b) for a Revolving
Credit LIBOR Rate Loan in a minimum aggregate amount of $1,000,000 and minimum increments of $250,000 in excess thereof; provided,
however, that there shall be no more than six (6) Revolving Credit LIBOR Rate Loans outstanding at any one time.




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§2.9Funds
for Loans.


(a)       Not
later than noon (Eastern time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Revolving Credit Lenders
will make available to the Agent, at the Agent's Head Office, in immediately available funds, the amount of such Lender's Commitment
Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1 or §2.2. Upon receipt from each
such Revolving Credit Lender of such amount, and upon receipt of the documents required by §10 and §11 and the satisfaction
of the other conditions set forth therein to the extent applicable, the Agent will make available to the Borrower the aggregate
amount of such Revolving Credit Loans made available to the Agent by the Revolving Credit Lenders by crediting such amount to
the account of the Borrower maintained at the Agent's Head Office or wiring such funds in accordance with Borrower's written instructions.
The failure or refusal of any Revolving Credit Lender to make available to the Agent at the aforesaid time and place on any Drawdown
Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender from its
several obligation hereunder to make available to the Agent the amount of such other Lender's Commitment Percentage of any requested
Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide
funds to replace those not advanced by the Lender so failing or refusing.


(b)       Unless
the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available
to Agent such Lender's Commitment Percentage of a proposed Loan, Agent may in its discretion assume that such Lender has made
such Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance
upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of
such advance. If such Lender does not pay such corresponding amount upon the Agent's demand therefor, the Agent will promptly
notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled
to recover from the Lender or the Borrower (without duplication), as the case may be, interest on such corresponding amount in
respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding
amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii)
from a Lender at the Federal Funds Effective Rate.


§2.10Use
of Proceeds. The Borrower and their Subsidiaries will use the proceeds of the Loans solely to (a) pay closing costs in connection
with this Agreement; (b) repay existing loans, (c) fund acquisitions of Eligible Real Estate, (d) fund capital and construction
expenditures, tenant improvements, leasing commissions and property and equipment acquisitions; and (e) for general working capital
purposes (including without limitation to finance direct and indirect acquisitions and other investments in real estate, interest
shortfalls, general operating expenses).




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§2.11Letters
of Credit.


(a)       Subject
to the terms and conditions set forth in this Agreement, at any time and from time to time through the day that is thirty (30)
days prior to the Revolving Credit Maturity Date, the Issuing Lender shall issue such Letters of Credit as the Borrower may request
upon the delivery of a written request in the form of Exhibit E hereto (a "Letter of Credit Request") to the
Issuing Lender, together with an executed Borrowing Base Availability Certificate in the form of Exhibit F; provided that
(i) no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter
of Credit Liabilities shall not exceed Twenty Million Dollars ($20,000,000), (iii) in no event shall the outstanding principal
amount of the Revolving Credit Exposure (after giving effect to any requested Letters of Credit) exceed the Total Commitment or
the Borrowing Base Availability or cause a violation of the covenant set forth in §9.1, (iv) the conditions set forth in
§§10 and 11 shall have been satisfied (or if such condition is required to have been satisfied only as of the Closing
Date, that such condition was satisfied as of the Closing Date) or waived by Agent, (v) no Revolving Credit Lender is a Defaulting
Lender (provided Issuing Lender may, in its sole discretion, be entitled to waive this condition), unless the Issuing Lender has
entered into arrangements, including the delivery of cash collateral, satisfactory to the Issuing Lender (in its sole discretion)
with the Borrower or such Defaulting Lender to eliminate the Issuing Lender's actual or potential Fronting Exposure with respect
to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all
other Letter of Credit Liabilities as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in
its sole discretion, and (vi) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a
subsequent drawing under such Letter of Credit. The Issuing Lender may assume that the conditions in §10 and §11 have
been satisfied unless it receives written notice from a Revolving Credit Lender that such conditions have not been satisfied.
Each Letter of Credit Request shall be executed by an Authorized Officer of Borrower. The Issuing Lender shall be entitled to
conclusively rely on such Person's authority to request a Letter of Credit on behalf of Borrower. The Issuing Lender shall have
no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with
respect to the use of the Letters of Credit. Unless the Issuing Lender and the Required Lenders otherwise consent, the term of
any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one year
after the date of issuance thereof, subject to extension pursuant to an "evergreen" clause reasonably acceptable to
Agent and Issuing Lender (but in any event the term shall not extend beyond thirty (30) days prior to the Revolving Credit Maturity
Date) unless approved by the Issuing Lender and the Required Lenders in their sole discretion and the Borrower has provided to
Agent cash collateral reasonably acceptable to the Agent in an amount equal to the Letter of Credit Liability with respect to
any Letter of Credit which extends beyond thirty (30) days prior to the Revolving Credit Maturity Date. The amount available to
be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total
Commitment as a Revolving Credit Loan.




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


(c)       The
Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or before five (5)
Business Days following receipt of the documents last due pursuant to §2.11(b). Each Letter of Credit shall be in form and
substance reasonably satisfactory to the Issuing Lender in its reasonable discretion.


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


(e)       Upon
the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own account, a Letter of Credit
fronting fee with respect to each Letter of Credit, at a rate equal to the greater of (a) a quarterly fee of one hundred twenty
five thousandths percent (0.125%) per annum, computed on the face amount available to be drawn under such Letter of Credit, or
(b) $500.00, and (ii) for the accounts of the Revolving Credit Lenders (including the Issuing Lender) in accordance with their
respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate per annum
equal to the Applicable Margin then applicable to Revolving Credit LIBOR Rate Loans on the amount available to be drawn under
such Letter of Credit. Such fees shall be payable in quarterly installments in arrears with respect to each Letter of Credit on
the fifth day of each calendar quarter following the date of issuance and continuing on each quarter or portion thereof thereafter,
as applicable, or on any earlier date on which the Commitments shall terminate and on the expiration or return of any Letter of
Credit (if such letter of credit is outstanding less than a full quarter, such fee shall be pro rated for the period of time outstanding).
In addition, the Borrower shall pay to Issuing Lender for its own account within ten (10) Business Days of demand of Issuing Lender
the standard issuance, documentation and service charges applicable to all or substantially all similarly situated borrowers for
Letters of Credit issued from time to time by Issuing Lender.




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(f)       In
the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Borrower shall reimburse the Issuing
Lender by having such amount drawn treated as an outstanding Revolving Credit Base Rate Loan under this Agreement (Borrower being
deemed to have requested a Revolving Credit Base Rate Loan on such date in an amount equal to the amount of such drawing and such
amount drawn shall be treated as an outstanding Revolving Credit Base Rate Loan under this Agreement) and the Agent shall promptly
notify each Revolving Credit Lender by telex, telecopy, telephone (confirmed in writing) or other similar means of transmission,
and each Revolving Credit Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender's own account, an
amount equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage of such Letter of Credit (to the extent
of the amount drawn). Borrower further hereby irrevocably authorizes and directs Agent to notify the Revolving Credit Lenders
of Borrower's intent to convert such Revolving Credit Base Rate Loan to a Revolving Credit LIBOR Rate Loan with an Interest Period
of one (1) month on the third (3rd) Business Day following the funding by the Revolving Credit Lenders of their advance
under this §2.11(f), provided that the making of such Revolving Credit LIBOR Rate Loan shall not be a contravention of any
provision of this Agreement. If and to the extent any Revolving Credit Lender shall not make such amount available on the Business
Day on which such draw is funded, such Revolving Credit Lender agrees to pay such amount to the Agent forthwith on demand, together
with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to
the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw
and at the Federal Funds Effective Rate plus one percent (1.0%) for each day thereafter. Further, such Revolving Credit Lender
shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit Loans, amounts due
with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount
of any drawn Letter of Credit which such Revolving Credit Lender was required to fund pursuant to this §2.11(f) until such
amount has been funded (as a result of such assignment or otherwise). The failure of any Revolving Credit Lender to make funds
available to the Agent in such amount shall not relieve any other Revolving Credit Lender of its obligation hereunder to make
funds available to the Agent pursuant to this §2.11(f).


(g)       If
after the issuance of a Letter of Credit pursuant to §2.11(c) by the Issuing Lender, but prior to the funding of any portion
thereof by a Revolving Credit Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a Revolving Credit
Loan, each Revolving Credit Lender will, on the date such Revolving Credit Loan pursuant to §2.11(f) was to have been made,
purchase an undivided participation interest in the Letter of Credit in an amount equal to its Revolving Credit Commitment Percentage
of the amount of such Letter of Credit. Each Revolving Credit Lender will immediately transfer to the Issuing Lender in immediately
available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Revolving Credit
Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount.




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


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


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




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§2.12Increase
in Total Commitment.


(a)       Provided
that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.12,
the Borrower shall have the option at any time and from time to time before at least three (3) months prior to the Revolving Credit
Maturity Date to request an increase in the Total Commitment to not more than $200,000,000 (after giving effect to each such increase)
by giving written notice to the Agent (an "Increase Notice"; and the amount of such requested increase is the "Commitment
Increase"), provided that any such individual increase must be in a minimum amount of $10,000,000. Upon receipt of
any Increase Notice, the Agent shall consult with Arrangers and within ten (10) days shall notify the Borrower of the amount of
facility fees to be paid to any Revolving Credit Lenders who provide an additional Revolving Credit Commitment in connection with
such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the
Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent promptly shall send a
notice to all Revolving Credit Lenders (the "Additional Commitment Request Notice") informing them of the Borrower's
request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender
who desires to provide an additional Revolving Credit Commitment upon such terms shall provide Agent with a written commitment
letter specifying the amount of the additional Revolving Credit Commitment by which it is willing to provide prior to such deadline
as may be specified in the Additional Commitment Request Notice not to exceed ten (10) days. If the requested increase is oversubscribed
then the Agent and the Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders who provide such commitment
letters on such basis mutually acceptable to each of the Borrower, Agent and Arrangers. If the additional Revolving Credit Commitments
so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent,
Arrangers or Borrower will seek one or more banks or lending institutions (which banks or lending institutions shall be reasonably
acceptable to Agent, Arrangers and Borrower) to become a Revolving Credit Lender and provide an additional Revolving Credit Commitment.
The Agent shall provide all Revolving Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving
Credit Commitment to be provided by each Revolving Credit Lender and the revised Revolving Credit Commitment Percentages which
shall be applicable after the effective date of the Commitment Increase specified therein (the "Commitment Increase Date").
In no event shall any Revolving Credit Lender be obligated to provide an additional Revolving Credit Commitment.


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




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(c)       Upon
the effective date of each increase in the Total Commitment pursuant to this §2.12 the Agent may unilaterally revise Schedule
1.1 and the Borrower shall, if requested by such Lender, execute and deliver to the Agent new Revolving Credit Notes for each
Revolving Credit Lender whose Revolving Credit Commitment has changed so that the principal amount of such Revolving Credit Lender's
Revolving Credit Note shall equal its Revolving Credit Commitment. The Agent shall deliver such replacement Revolving Credit Notes
to the respective Revolving Credit Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered
by such Revolving Credit Lenders and delivered to Borrower. Such new Revolving Credit Notes shall provide that they are replacements
for the surrendered Revolving Credit Notes and that they do not constitute a novation, shall be dated as of the Commitment Increase
Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes.


(d)       Notwithstanding
anything to the contrary contained herein, any increase in the Total Commitment pursuant to this §2.12 shall be conditioned
upon satisfaction or waiver of the following conditions precedent which must be satisfied or waived prior to the effectiveness
of any increase of the Total Commitment:


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


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


(iii)       Representations
True. The representations and warranties made by the Borrower in the Loan Documents or otherwise made by or on behalf of the
Borrower 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 (except to the extent that any representation and warranty that is
qualified by materiality shall be true and correct in all respects) on the date of such Increase Notice and on the date the Total
Commitment is increased (unless such representations are limited by their terms to a specific date), both immediately before and
after the Total Commitment is increased, other than for changes in the ordinary course of business permitted by this Agreement;
and


(iv)       Additional
Documents and Expenses. The Borrower shall execute and deliver to Agent and the Revolving Credit Lenders such additional documents
(including, without limitation, amendments to the Security Documents), instruments, certifications and opinions as the Agent may
reasonably require, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants set forth
in the Loan Documents after giving effect to the increase, and the Borrower shall pay the cost of any mortgagee's title insurance
policy or any endorsement or update thereto or any updated UCC searches, all recording costs and fees, and any and all intangible
taxes or other documentary or mortgage taxes, assessments or charges or any similar reasonable fees, taxes or expenses which are
reasonably requested in connection with such increase.




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§2.13Extension
of Revolving Credit Maturity Date. The Borrower shall have the right and option to extend the Revolving Credit Maturity Date
to February 7, 2024, and then to August 7, 2024, upon satisfaction or waiver of the following conditions precedent, which must
be satisfied prior to the effectiveness of any extension of the Revolving Credit Maturity Date:


(a)       Extension
Request. The Borrower shall deliver written notice of such request (the "Extension Request") to the Agent not earlier
than the date which is one hundred twenty (120) days and not later than the date which is sixty (60) days prior to the then applicable
Revolving Credit Maturity Date (as determined without regard to such extension). Any such Extension Request shall be irrevocable
and binding on the Borrower unless otherwise agreed to by the Agent in its reasonable discretion.


(b)       Payment
of Extension Fee. The Borrower shall pay to the Agent for the pro rata accounts of the Revolving Credit Lenders in
accordance with their respective Revolving Credit Commitments an extension fee in an amount equal to 0.10% of the Total Commitment
in effect on the then applicable Revolving Credit Maturity Date, after taking into consideration any reduction in the Revolving
Credit Commitments as of such date (as determined without regard to such extension), which fee shall, when paid, be fully earned
and non-refundable under any circumstances.


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


(d)       Representations
and Warranties. The representations and warranties made by the Borrower in the Loan Documents or otherwise made by or on behalf
of the Borrower in connection therewith or after the date thereof shall have been true and correct in all material respects when
made and shall also be true and correct in all material respects on the date the Extension Request is given and on the then applicable
Revolving Credit Maturity Date is given and on the Revolving Credit Maturity Date (as determined without regard to such extension),
except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that
any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only
as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required
to be true and correct in all respects).


(e)       Prior
Extension. For the extension to August 7, 2024, the extension to February 7, 2024 shall have been previously exercised.


(f)       Flood
matters. Each of the Lenders have received such updated diligence and insurance with respect the flood status of each Collateral
Property as such Lender customarily requires.


(g)       Updated
Appraisals. For the extension to February 7, 2024, Agent shall have obtained at Borrower's expense updates to existing Appraisals
and determined the current Appraised Values of a Collateral Property to the extent the most recent Appraisal for a Collateral
Property is more than twelve (12) months old.




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§2.14Pro
Rata Treatment.


(a)       As
provided elsewhere herein, all Revolving Lenders' interests in the Revolving Loans, and all Lenders' interests in the Loan Documents
shall be ratable undivided interests and none of such Lenders' interests shall have priority over the others. Each payment delivered
to the Agent for the account of any Lender or amount to be applied or paid by the Agent to any Lender shall be paid promptly by
the Agent to such Lender in the same type of funds that the Agent received at such Lender's address specified pursuant to §19.


(b)       Except
to the extent otherwise explicitly provided in this Agreement: (a) each borrowing from the Revolving Lenders under this Agreement
shall be made from the Revolving Lenders, each payment of the fees under §4.3 or §2.13(b) shall be made for the account
of the Revolving Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under §2.5
shall be applied to the respective Revolving Credit Commitments of the Revolving Lenders, pro rata according to the amounts of
their respective Revolving Credit Commitment Percentages; (b) each payment or prepayment of principal of Revolving Loans shall
be made for the account of the Revolving Lenders pro rata in accordance with their respective Revolving Credit Commitment Percentages,
provided that, subject to §14.16, if immediately prior to giving effect to any such payment in respect of any Revolving Loans
the outstanding principal amount of the Revolving Loans shall not be held by the Revolving Lenders pro rata in accordance with
their respective Revolving Credit Percentages in effect at the time such Revolving Loans were made, then such payment shall be
applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount
of the Revolving Loans being held by the Revolving Lenders pro rata in accordance with such respective Revolving Credit Commitment
Percentages; (c) the Revolving Lenders' participation in, and payment obligations in respect of, Swing Loans under §2.2,
shall be in accordance with their respective Revolving Credit Commitment Percentages and (d) the Revolving Lenders' participation
in, and payment obligations in respect of, Letters of Credit under §2.11, shall be in accordance with their respective Revolving
Credit Commitment Percentages.


		§3.	REPAYMENT
                                         OF THE LOANS.



§3.1Stated
Maturity. The Borrower promise to pay on the Revolving Credit Maturity Date and there shall become absolutely due and payable
on the Revolving Credit Maturity Date all of the Revolving Credit Loans and other Letters of Credit Liabilities outstanding on
such date (other than Letters of Credit whose expiration date is beyond the Revolving Credit Maturity Date as set forth in §2.11(a)),
together with any and all accrued and unpaid interest thereon. The Borrower promises to pay each Swing Loan on the earlier of
(i) five (5) Business Days of the date such Swing Loan was provided and (ii) the Revolving Credit Maturity Date, together with
any and all accrued and unpaid interest thereon.




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§3.2Mandatory
Prepayments. If at any time the sum of the aggregate outstanding Revolving Credit Exposure exceeds (a) the Total Commitment
or (b) the sum of the Borrowing Base Availability, then the Borrower shall, within ten (10) Business Days after receipt of notice
from Agent of such occurrence (or in the case of an updated Appraisal to the extent that such updated Appraisal results in a change
in the Borrowing Base Availability pursuant to a specific provision of this Agreement, then within ten (10) Business Days after
receipt of notice from the Agent of such occurrence) pay the amount of such excess to the Agent for the respective accounts of
the Revolving Credit Lenders, as applicable, for application to the Revolving Credit Loans as provided in §3.4 or held, to
the extent the Revolving Credit Loans are repaid in full, as cash collateral for the Letter of Credit Liabilities, together with
any additional amounts payable pursuant to §4.8. In the event there shall have occurred a casualty with respect to any Collateral
Property and the Borrower are required to repay the Loans pursuant to §7.7 or a Taking and the Borrower are required to repay
the Loans pursuant to a Mortgage or §7.7, the Borrower shall prepay the Loans concurrently with the date of receipt by a
Credit Party or the Agent of any Insurance Proceeds or Condemnation Proceeds in respect of such casualty or Taking, as applicable,
or as soon thereafter as is reasonably practicable, in the amount required pursuant to the relevant provisions of §7.7 or
such Mortgage.


§3.3Optional
Prepayments.


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


(b)       The
Borrower shall give the Agent, no later than 1:00 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 a Default
or Event of Default, subject to §3.4 below, Borrower shall have the right to specify the order and manner of how any options
prepayments of the Loan are applied. Notwithstanding the foregoing, no prior notice shall be required for the prepayment of any
Swing Loan.


§3.4Partial
Prepayments. Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $1,000,000, shall be accompanied
by the payment of accrued interest on the principal prepaid to the date of payment. Each partial payment under §3.2 and §3.3
shall be applied first to the principal of Swing Loans, and then to the other Loans (and with respect to each category of Revolving
Credit Loans, first to the principal of Base Rate Loans, and then to the principal of LIBOR Rate Loans).


§3.5Effect
of Prepayments. Amounts of the Revolving Credit Loans prepaid under §3.2 and §3.3 prior to the Revolving Credit
Maturity Date may be reborrowed as provided in §2.




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		§4.	CERTAIN
                                         GENERAL PROVISIONS.



§4.1Conversion
Options.


(a)       The
Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another
Type and such Revolving Credit 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) Revolving Credit LIBOR Rate Loans
outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has
occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided
herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of
less than $100,000 or a Revolving Credit 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 Revolving Credit 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").




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§4.3[Intentionally
Omitted.]


§4.4Funds
for Payments.


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




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(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.


(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;




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


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


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


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


(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 J-2 or Exhibit J-3, IRS Form W 9, and/or other certification documents from each beneficial
owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such
Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate
substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;


(C)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the 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




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(D)       if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the 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.


(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.




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


§4.5Computations.
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.




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§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.


Notwithstanding
the foregoing, if the Agent has made the determination described in the first paragraph of this §4.6, the Agent, in consultation
with the Borrower and the affected Lenders, may establish an alternative interest rate for the impacted Loans, in which
case, such alternative rate of interest shall apply with respect to the impacted Loans until (1) the Agent revokes the notice
delivered with respect to the impacted Loans under the first sentence of this section, (2) the Agent and or the affected Lenders
notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such
Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose
interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such
rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing
and provides the Agent and the Borrower written notice thereof.


If
at any time the Agent determines (which determination shall be conclusive absent manifest error) or the Required Lenders or the
Borrower notify the Agent that either (i) the circumstances set forth in the first paragraph of this §4.6 have arisen and
such circumstances are unlikely to be temporary or (ii) the circumstances set forth in the first paragraph of this §4.6 have
not arisen but the supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over the Agent has
made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for
loans or (iii) syndicated credit facilities currently being executed, or that include language similar to that contained in this
§4.6, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR
(in the case of either such clause (i), (ii) or (iii), an "Alternative Interest Rate Election Event"), the Agent and
the Borrower shall negotiate in good faith and endeavor to establish an alternate rate of interest to LIBOR which rate may include
adjustment (to be determined from time to time by Agent, in its sole discretion) to effect an aggregate interest rate comparable
to the LIBOR Rate on a historical basis prior to such determination, and that gives due consideration to the then prevailing market
convention for determining a rate of interest for similar dollar-denominated syndicated credit facilities in the United States
at such time, and shall, notwithstanding anything to the contrary contained herein, enter into an amendment to this Agreement
to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Such amendment
shall become effective without any further




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action
or consent of any other party to this Agreement (other than the Agent and the Borrower) so long as the Agent shall not have received,
within five (5) Business Days after the date a copy of the amendment is provided to the Lenders, a written notice from Lenders
comprising the Required Lenders stating that they object to such amendment. To the extent an alternate rate of interest is adopted
as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided
that, to the extent such prevailing market convention is not administratively feasible for the Agent, such approved rate shall
be applied in a manner as otherwise reasonably determined by the Agent and the Borrower. From such time as an Alternative Interest
Rate Election Event has occurred and continuing until an alternate rate of interest has been determined in accordance with the
terms and conditions of this paragraph, (x) any Conversion/Continuation Request that requests the conversion of any Loan to, or
continuation of any Loan as, a LIBOR Rate Loan shall be ineffective, and (y) if any Borrower requests a LIBOR Rate Loan, such
Loan shall be made as a Base Rate Loan; provided that (subject to the first paragraph of this §4.6) LIBOR for such Interest
Period is not available or published at such time on a current basis; provided, further, that, if such alternate rate of interest
shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


§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 (or to the Swing Loan Lender with respect to a Swing Loan), in addition
to any amounts of interest otherwise payable hereunder, the Breakage Costs. 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:




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


(b)       materially
change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments
to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement
or the other Loan Documents, or


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


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


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


(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).




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§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 or liquidity 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 three percent (3.0%) 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), and the fee payable with respect to Letters of Credit shall be increased to a rate equal
to four percent (4.0%) above the Letter of Credit fee that would otherwise be applicable to such time, or if any of such amounts
shall exceed the maximum rate permitted by law, then at the maximum rate permitted by law. In addition, the Borrower shall pay
a late charge equal to three percent (3.0%) 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 (180) 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.


§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




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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.


		§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.


§5.2Appraisals;
Adjusted Value.


(a)       The
Agent may or shall, for the purpose of determining the current Appraised Value of the Collateral Properties, obtain new Appraisals
or an update to existing Appraisals with respect to such property, or any of them, as the Agent shall reasonably determine or
if directed by the Required Lenders in their reasonably discretion: (i) in connection with the acceptance of such Real Estate
as a Collateral Property, (ii) once during the initial term of the Loan unless an Event of Default shall be in existence and continuing,
(iii) in connection with the first requested extension of the Maturity Date, (iv) if requested by Borrower, or (v) at any time
while an Event of Default is in existence and continuing. The reasonable and actual expense of such Appraisals and/or updates
performed pursuant to this §5.2(a) shall be borne by Borrower and payable to Agent within ten (10) days of written demand.
Additionally, the Agent may, and shall if directed by the Required Lenders, obtain such other Appraisals of the Collateral Properties
at such time as they may so reasonably determine, at the sole expense of the Lenders.


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




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§5.3Addition
of Collateral Properties.


(a)       After
the Closing Date, Borrower shall have the right, subject to the consent of the Agent and the Required Lenders, which consent shall
not be unreasonably withheld, conditioned, or delayed, and the satisfaction by Borrower of the conditions set forth in this §5.3,
to add Potential Collateral to the Collateral. In the event Borrower desires to add additional Potential Collateral as aforesaid,
Borrower shall provide written notice to the Agent of such request (which the Agent shall promptly furnish to the Lenders within
three (3) Business Days), together with all documentation and other information reasonably required to permit the Agent to determine
whether such Real Estate is Eligible Real Estate. Thereafter, the Agent and the Required Lenders shall have fifteen (15) Business
Days from the date of the receipt of such documentation and other information to advise Borrower whether the necessary Lender
consent to the acceptance of such Potential Collateral has been received. Notwithstanding the foregoing, no Potential Collateral
shall be included as Collateral unless and until the following conditions precedent shall have been satisfied:


(i)       Unless
otherwise approved by the Agent and the Required Lenders, the proposed Real Estate shall be Eligible Real Estate;


(ii)       the
owner of the Eligible Real Estate shall have executed a Joinder Agreement and satisfied the conditions of §5.5;


(iii)       Borrower
or the owner of the Eligible Real Estate shall have executed and delivered to the Agent all Eligible Real Estate Qualification
Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent
and the Lenders together with an executed Borrowing Base Availability Certificate in the form of Exhibit F;


(iv)       after
giving effect to the inclusion of such Potential Collateral in connection with each requested Advance, each of the representations
and warranties made by or on behalf of Borrower or any of their respective Subsidiaries contained in this Agreement, the other
Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all
material respects both as of the date as of which it was made and shall also be true as of the time of the addition (or any replacement)
of Collateral Properties, with the same effect as if made at and as of that time (it being understood and agreed that any representation
or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified
date), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate
of Borrower to such effect; and


Notwithstanding
the foregoing, in the event such Collateral or Potential Collateral does not qualify as Eligible Real Estate, so long as the conditions
set forth in clauses (ii) and (iv) of this §5.3 have been satisfied, such Collateral or Potential Collateral shall be included
as Collateral and constitute Eligible Real Estate so long as the Agent shall have received the prior written consent of Required
Lenders in their sole discretion to the inclusion of such Real Estate as a Collateral Property.




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§5.4Release
of Collateral Property. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would
exist immediately after giving effect to the transactions contemplated by this §5.4 including any paydown of the Loans in
connection with the transactions contemplated by this §5.4), subject to the consent of the Agent and the Required Lenders,
which such consent shall not be unreasonably conditioned, withheld or delayed, the Agent shall release a Collateral Property from
the lien or security title of the Security Documents encumbering the same upon the request of Borrower subject to and upon the
following terms and conditions:


(a)       Borrower
shall have provided the Agent with written notice of its intention to remove any specified Collateral Property from the Collateral
at least ten (10) days prior to the requested release (which notice may be revoked by Borrower at any time);


(b)       Borrower
shall submit to the Agent with such request an executed Borrowing Base Availability Certificate in the form of Exhibit F
and a Compliance Certificate prepared using the financial statements of Borrower most recently provided or required to be provided
to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of Borrower solely to give effect to the proposed
release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after
giving effect to such release and if Borrower would not be in compliance, then any reduction in the outstanding amount of the
Loans in connection with such release;


(c)       all
release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent;


(d)       Borrower
shall pay all reasonable and documented costs and expenses of the Agent in connection with such release, including without limitation,
reasonable and documented attorney's fees;


(e)       Borrower
shall pay to the Agent for the account of the Lenders any payment required to comply with §3.2, which payment shall be applied
to reduce the outstanding principal balance of the Loans as provided in §3.2; and


(f)       without
limiting or affecting any other provision hereof, any release of a Collateral Property will not cause the Borrower to be in violation
of the covenants set forth in §§9.1 through 9.6.


§5.5Additional
Subsidiary Guarantors. As and to the extent that Borrower shall request that certain Real Estate of a Subsidiary of Borrower
be included as a Collateral Property in connection with the request of any Loan as contemplated by §5.3 and such Real Estate
is approved for inclusion as a Collateral Property in accordance with the terms hereof, Borrower shall cause each such Subsidiary
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.




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§5.6Release
of Certain Subsidiary Guarantors. In the event that all Collateral Properties owned by a Subsidiary Guarantor shall have been
released as Collateral for the Obligations and Hedge Obligations in accordance with the terms of this Agreement, then such Subsidiary
Guarantor shall be deemed to be fully released of all Obligations and all Hedge Obligations without the need of any further actions
from Agent or any Lender.


§5.7Release
of Collateral. Upon the refinancing or repayment of the Obligations in full, then the Agent shall release the Collateral from
the lien and security interest of the Security Documents and to release Borrower; provided that Agent has not received a notice
from the "Representative" (as defined in §14.17) or the holder of the Hedge Obligations that any Hedge Obligation
is then due and payable to the holder thereof.


		§6.	REPRESENTATIONS
                                         AND WARRANTIES. Borrower represents and warrants to the Agent and the Lenders as follows,
                                         each as of the Closing Date hereof, and as of the date of a request for a funding of
                                         any Loan or the issuance of any Letter of Credit hereunder:



§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 Collateral Property
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 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.


(f)       EEA
Financial Institution. No Loan Party is an EEA Financial Institution.


(g)       Beneficial
Ownership Regulation. As of the Closing Date, the information included in each Beneficial Ownership Certification is true and
correct in all respects.


§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), Subsidiary
Guarantors own or lease each subject Collateral Property subject to no rights of others, including any mortgages, leases pursuant
to which Subsidiary Guarantors or any of their Affiliates is the lessee, conditional sales agreements, title retention agreements,
liens or other monetary encumbrances except Permitted Liens.




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§6.4Financial
Statements. 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, (b) as of the Closing Date, an unaudited
statement of Net Operating Income for each of the Collateral Properties (if any) for the most recent period then ended (and available)
certified by the chief financial or accounting officer of Borrower, to the best of such officer's knowledge, as fairly presenting
in all material respects the Net Operating Income for such parcels for such periods, and (c) certain other financial information
relating to the Borrower and the Real Estate (including, without limitation, the Collateral Properties). 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.


§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 Borrower, and their respective 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 Collateral Properties from the condition shown on the statements of
income delivered to the Agent pursuant to §6.4 other than changes in the ordinary course of business that have not had 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 Collateral Properties is owned or
operated under or by reference to any registered or protected trademark, trade name, service mark or logo, except where such failure
or conflict would not reasonably be expected to have a Material Adverse Effect.


§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 or the Subsidiary Guarantors threatened against Borrower or a Subsidiary
Guarantor 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 Collateral Property.




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§6.8No
Material Adverse Contracts, Etc. None of the Borrower or the Subsidiary Guarantors are subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a Material
Adverse Effect. None of the Borrower or the Subsidiary Guarantors are 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. None of the Borrower or any of their respective Subsidiaries is in violation of any provision
of its charter or other organizational documents, bylaws, or any agreement or instrument to which it is subject or by which it
or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing
cases in a manner that has had or could reasonably be expected to have a Material Adverse Effect.


§6.10Tax
Status. Except as would not reasonably be expected to result in a Material Adverse Effect, each of the Borrower and the Subsidiary
Guarantors (a) have 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) have 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) have 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 of 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.


§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).




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§6.15Certain
Transactions. Except as disclosed on Schedule 6.15 hereto, 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 or Subsidiary Guarantor (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 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 Collateral
Properties constitutes a "plan asset" of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan in
each case, that is subject to ERISA.


§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 Collateral Properties (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




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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, 6th 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 Collateral Property
acquired after the date hereof, the environmental site assessment reports with respect thereto provided to the Agent:


(a)       None
of the Collateral Properties, 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.


(b)       None
of Borrower or Subsidiary Guarantors have received written notice from any third party including, without limitation, any federal,
state or local governmental authority, (i) that it has been identified by the United States Environmental Protection Agency ("EPA")
as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part
300 Appendix B (1986); (ii) that any Hazardous Substance(s) which it has generated, transported or disposed of have been found
at any site at which a federal, state or local agency or other third party has conducted, or has demanded that Borrower conduct
a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be
a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent
or otherwise) arising out of any third party's incurrence of costs, expenses, losses or damages in connection with the release
of Hazardous Substances in violation of applicable Environmental Law, which in the case of clauses (i) through (iii) above which
involves a Collateral Property and which would reasonably be expected to have a Material Adverse Effect.




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(c)       (i)
No portion of the Collateral Properties is used by Borrower or Subsidiary Guarantors, or to the knowledge of Borrower or Subsidiary
Guarantors, by any tenant or operator thereon for the handling, processing, storage or disposal of Hazardous Substances except
in compliance with applicable Environmental Laws, and no underground tank or other underground storage receptacle for Hazardous
Substances is located on any portion of the Collateral Properties except those which are being operated and maintained, and, if
required, remediated, in compliance with Environmental Laws; (ii) in the course of any business activities conducted by the Borrower,
their respective Subsidiaries or, to the Borrower's actual knowledge, the tenants and operators of their properties, no Hazardous
Substances have been generated or are being used on the Collateral Properties except in the ordinary course of Borrower's or Subsidiary
Guarantors' or their tenants and operators' business and in compliance with applicable Environmental Laws; (iii) to Borrower's
actual knowledge, there has been no past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, disposing or dumping (other than in reasonable quantities to the extent necessary in the ordinary course
of operation of Borrower's, Subsidiary Guarantors', their tenants' or operators' business and, in any event, in compliance with
all Environmental Laws) (a "Release") or threatened Release of Hazardous Substances on, upon, into or from the
Collateral Properties, which Release would reasonably be expected to have a Material Adverse Effect; (iv) to Borrower's knowledge,
there have been no Releases on, upon, from or into any real property in the vicinity of any of the Collateral Properties which,
through soil or groundwater contamination, have come to be located on the Collateral Properties, and which would be reasonably
anticipated to have a Material Adverse Effect; and (v) to Borrower's actual knowledge, any Hazardous Substances that have been
generated on any of the Collateral Properties have been transported off-site in accordance with all applicable Environmental Laws
and in a manner that would not reasonably be expected to have a Material Adverse Effect.


(d)       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 Collateral Properties 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.


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


(f)       Neither
the Borrower nor Subsidiary Guarantors have received any written notice from any party that any use, operation, or condition of
any Collateral Properties 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.




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§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.


§6.22Leases.
The Borrower have delivered to the Agent true and complete copies of the Leases and any amendments thereto relating to each Collateral
Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. An accurate
and complete Rent Roll in all material respects as of the date of inclusion of each Collateral Property in the Collateral with
respect to all Leases of any portion of the Collateral Property has been provided to the Agent. The Leases previously delivered
to Agent as described in the preceding sentence constitute as of the date thereof the sole material agreements relating to leasing
or licensing of space at such Collateral Property and in the Building relating thereto. No tenant under any Lease is entitled
to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease
support payments or lease buy-outs, except as reflected in such Leases or such Rent Roll. Except as set forth in Schedule 6.22,
the Leases reflected therein are, as of the date of inclusion of the applicable Collateral Property in the Collateral, in full
force and effect in accordance with their respective terms, without any payment default or any other material default thereunder,
nor are there any material defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except
as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any
claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of
the Borrower and the Subsidiary Guarantors, there is no basis for any such claim or notice of default by any tenant. Borrower
knows of no condition which with the giving of notice or the passage of time or both would constitute a default on the part of
any tenant with respect to the material terms under a Lease or of the respective Borrower as landlord under the Lease. No security
deposit or advance rental or fee payment (more than two (2) months in advance) has been made by any lessee or licensor under the
Leases except as may be specifically designated in the copies of the Leases furnished to the Agent or as otherwise disclosed to
Agent in writing. No property other than the Collateral Property which is the subject of the applicable Lease is necessary to
comply with the requirements (including, without limitation, parking requirements) contained in such Lease.




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§6.23Property.
Except as set forth in Schedule 6.23 or as set forth in the written engineer reports provided to Agent on or before the
date hereof, all of the Collateral Properties, and all major building systems located thereon, are structurally sound, in good
condition and working order and free from material defects, subject to ordinary wear and tear, except for such portion of such
Real Estate which is not occupied by any tenant and which may not be in final working order pending final build-out of such space
except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each of the Collateral
Properties, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental
regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating
to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection,
wetlands, tidelands, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect. All water,
sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property are installed
to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements
with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens and, except
in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service
the Building in compliance with applicable law, and except where the failure of any of the foregoing could not reasonably be expected
to have a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or
against any of the Collateral Properties which are payable by Borrower (except only real estate or other taxes or assessments,
that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent in
writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain
proceedings against any of the Collateral Properties. Except as otherwise disclosed to Agent in writing, none of the Collateral
Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed
to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its
agent requiring performance of any work with respect to any of the Collateral Properties or canceling or threatening to cancel
any policy of insurance, and each of the Collateral Properties complies with the material requirements of all of the Borrower's
and Subsidiary Guarantors' insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material
Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements
for any of the Collateral Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material
claims or any bases for material claims in respect of any Collateral Property or its operation by any party to any service agreement
or Management Agreement, that would have a Material Adverse Effect. No person or entity has any right or option to acquire any
Collateral Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to
the terms of their Leases with Subsidiary Guarantors.


§6.24Brokers.
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.




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§6.25Other
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 describes all Material Debt 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.


§6.26Solvency.
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.


§6.27No
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.


§6.28No
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.


§6.29Transaction
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.




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§6.30OFAC.
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, the Agent, the Issuing Lender, 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.


§6.31Ground
Lease.


(a)       Each
Ground Lease contains the entire agreement of the Borrower or the applicable Subsidiary Guarantor and the applicable owner of
the fee interest in such Collateral Property (the "Fee Owner"), pertaining to the Collateral Property covered thereby.
With respect to Collateral Property subject to a Ground Lease, the Borrower and the applicable Subsidiary Guarantors have no estate,
right, title or interest in or to the Collateral Property except under and pursuant to the Ground Lease or except as may be otherwise
approved in writing by Agent. The Borrower has delivered a true and correct copy of the Ground Lease to the Agent and the Ground
Lease has not been modified, amended or assigned, with the exception of written instruments that have been recorded in the applicable
real estate records and referenced in the Title Policy for such Collateral Property.


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


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


(d)       Each
Ground Lease is in full force and effect and, to Borrower's knowledge, no breach or default or event that with the giving of notice
or passage of time would constitute a breach or default under any Ground Lease (a "Ground Lease Default") exists or
has occurred on the part of a Borrower or a Subsidiary Guarantor or on the part of a Fee Owner under any Ground Lease. All base
rent and additional rent, if any, due and payable under each Ground Lease has been paid through the date hereof and neither Borrower
nor any Subsidiary Guarantor is required to pay any deferred or accrued rent after the date hereof under any Ground Lease. Neither
Borrower nor a Subsidiary Guarantor has received any written notice that a Ground Lease Default has occurred or exists, or that
any Fee Owner or any third party alleges the same to have occurred or exist.




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(e)       The
Borrower or applicable Subsidiary Guarantor is the exclusive owner of the ground lessee's interest under and pursuant to each
Ground Lease and has not assigned, transferred or encumbered its interest in, to, or under the Ground Lease, except to Agent under
the Loan Documents.



§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, 6th 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.


§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;




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(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 an executed Borrowing Base Availability
Certificate in the form of Exhibit F and 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 G 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 of the Collateral Properties, prepared on a basis consistent with the statements furnished to the Agent prior to the
date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by 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 Collateral Properties for such periods;


(d)       simultaneously
with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving
amounts of $1,000,000 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)       simultaneously
with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a Rent Roll for each of the Collateral
Properties and a summary thereof in form reasonably satisfactory to Agent as of the end of each calendar quarter (including the
fourth calendar quarter in each year), (ii) an operating statement for each of the Collateral Properties for each such calendar
quarter and year to date and a consolidated operating statement for the Collateral Properties for each such calendar quarter and
year to date (such statements and reports to be in form reasonably satisfactory to Agent), including (if requested by Agent) a
receivables aging, and (iii) a copy of each Lease or amendment to any Lease entered into with respect to a Collateral Property
during such calendar quarter (including the fourth calendar quarter in each year);


(f)       intentionally
omitted;




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(g)       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;


(h)       copies
of all reports and notices reported to shareholders of the REIT Guarantor must be provided to the Agent within fifteen (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;


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


(j)       not
later than December 15 of each year, a budget and business plan for the Guarantor and each Collateral Property 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
Collateral Properties;


(l)       prompt
written notice of any change in the information provided in the Beneficial Ownership Certification delivered to any Lender that
would result in a change to the list of beneficial owners identified in such certification; and


(m)       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 thereof. Upon the request of Agent,
the Borrower shall deliver paper copies thereof to Agent. The Borrower and the




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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 Collateral
Property 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 (including, with respect to the Collateral Property, environmental claims), withholdings
or other defenses to which any of the Collateral, or the rights of the Agent or the Lenders with respect to the Collateral, are
subject, 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)       Ground
Lease. The Borrower will promptly notify the Agent in writing of any default by a Fee Owner in the performance or observance
of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease. The
Borrower will promptly deliver to the Agent copies of all material notices, certificates, requests, demands and other instruments
received from or given by a Fee Owner to Borrower or a Subsidiary Guarantor under a Ground Lease.




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


§7.6Existence;
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. In the event the Borrower or any Guarantor is a limited liability company, such Person shall not,
nor shall any of its members or managers, take any action in furtherance of, or consummate, an LLC Division with respect to such
Person.


(b)       Each
Credit Party (i) will cause all of the Collateral Properties 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 Collateral Properties, 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 Collateral Properties 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 Collateral Property, that are
required by Environmental Laws.


§7.7Insurance;
Condemnation.


(a)       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 Collateral Property:


(i)       "All
Risks" or "Special Form" property insurance, coverage from loss or damage arising from flood, earthquake, and acts
of terrorism (with such coverage satisfactory to Agent), and comprehensive boiler and machinery or "breakdown" coverages
on each Building owned by the Borrower or the Subsidiary Guarantors in an amount not less than the full insurable replacement
cost of each Building. As approved by Agent, flood, earthquake and boiler and machinery/breakdown coverages may be subject to
sublimits less than the Building's insurable replacement cost. Losses shall be valued on a replacement cost basis, and coinsurance
(if any) shall be waived, with any flood insurance being in an amount equal to no less than the minimum amount required by law
(or the maximum available under the National Flood Insurance Program) The deductibles shall not to exceed $250,000 for physical
damage, a 24-hour waiting period for business interruption and five percent (5%) of the insured value per location for earthquake
or named windstorm. Full insurable replacement cost as used herein means the cost of replacing the Building (exclusive of the
cost of excavations, foundations and footings below the lowest basement floor) without deduction for physical depreciation thereof;




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(ii)       If
not covered by or under the terms or provisions of the policies required in clause (i) above, during the course of construction
or repair of any Building or of any renovations or repairs that are not covered by Borrower's or the Subsidiary Guarantors' property
insurance, the insurance required by clause (i) above shall be written on a builder's risk, completed value, non-reporting form,
with recovery not affected by interim reports of value submitted for premium accounting purposes, meeting all of the terms required
by clause (i) above, covering the total value of work performed, materials, equipment, machinery and supplies furnished, existing
structures, and temporary structures being erected on or near the Collateral Property, including coverage against collapse and
damage during transit or while being stored off-site, and containing a soft costs (including loss of rents) coverage endorsement
and a permission to occupy endorsement;


(iii)       If
not insured by the flood insurance required under (i) above, flood insurance if at any time any Building is located in any federally
designated "special hazard area" (including any area having special flood, mudslide and/or flood-related erosion hazards,
and shown on a Flood Hazard Boundary Map or a Flood Insurance Rate Map published by the Federal Emergency Management Agency as
Zone A, AO, Al-30, AE, A99, AH, VO, V1-30, VE, V, M or E), in an amount equal to the full replacement cost or the maximum amount
then available under the National Flood Insurance Program;


(iv)       Rent
loss insurance in an amount sufficient to recover at least the total estimated gross receipts from all sources of income, including
without limitation, rental income, for the Collateral Property for a twelve (12) month period, including a provision for an extended
period of indemnity of not less than one year;


(v)       Commercial
general liability insurance against claims for bodily injury and property damage liability, on an occurrence basis, (including
personal injury and advertising injury liability, contractual liability coverage, and completed operations coverage) with a general
aggregate limit of not less than $2,000,000, a completed operations aggregate limit of not less than $2,000,000, a combined single
limit of not less than $1,000,000 per occurrence for bodily injury, and property damage liability, and a limit of not less than
$1,000,000 for personal injury and advertising injury;


(vi)       Umbrella
liability insurance with limits of not less than $10,000,000 to be in excess of the limits of the insurance required by clause
(v) above, with coverage at least as broad as the primary coverages, with any excess liability insurance to be at least as broad
as the coverages of the lead umbrella policy. All such policies shall include language to provide defense coverage obligations;
and


(vii)       Such
other insurance in such form and in such amounts as may from time to time be reasonably required by the Agent against other insurable
hazards and casualties which at the time are commonly insured against in the case of properties of similar character and location
to the Collateral Property.




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The
Borrower or the Subsidiary Guarantors shall pay all premiums on insurance policies. The insurance policies with respect to all
Collateral Property provided for in clauses (v), (vi) and (vii) shall name or contain provisions granting coverage to the Agent
and each Lender as an additional insured and shall contain a cross liability/severability provisions. The insurance policies provided
for in clauses (i), (ii) and (iii) above as to each Collateral Property shall name the Agent as mortgagee and loss payee, shall
be first payable in case of loss to the Agent, and shall contain mortgage clauses and lender's loss payable endorsements in form
and substance acceptable to the Agent. The Borrower or the Subsidiary Guarantors shall deliver certificates of insurance for all
such policies to the Agent, and the Borrower or the Subsidiary Guarantors shall promptly furnish to the Agent duplicate originals
or certified copies of all such policies, all renewal notices and evidence that all premiums or portions thereof then due and
payable have been paid. At least ten (10) days prior to the expiration date of the policies, the Borrower or the Subsidiary Guarantors
shall deliver to the Agent evidence of continued coverage, including a certificate of insurance, as may be reasonably satisfactory
to the Agent; provided, however, if Borrower or the Subsidiary Guarantors are continuing insurance renewal negotiations at such
date, then Borrower or the Subsidiary Guarantors shall inform Agent in writing of the status of such insurance renewal negotiations
and any anticipated or potential material changes in coverages, deductibles or limits, and shall in any event provide evidence
of extension, renewal or replacement prior to the expiration date of the current policies.


(b)       All
policies required by clauses (i), (ii) and (iii), above shall contain standard mortgagee clauses or endorsements to the effect
that (i) no act or omission of the Borrower or the Subsidiary Guarantors or anyone acting for the Borrower or the Subsidiary Guarantors
(including, without limitation, any representations made in the procurement of such insurance), which might otherwise result in
a forfeiture of such insurance or any part thereof, no occupancy or use of the Collateral Property for purposes more hazardous
than permitted by the terms of the policy, and no foreclosure or any other change in title to the Collateral Property or any part
thereof, shall affect the validity or enforceability of such insurance insofar as the Agent is concerned, (ii) such policies shall
not be canceled or terminated prior to the scheduled expiration date thereof without the insurer thereunder giving at least thirty
(30) days prior written notice except in cases of non-payment of premium, ten (10) days prior written notice, to the Agent, and
(iii) that the Agent or the Lenders shall have the right but not any obligation to pay any premiums thereon or any assessments
thereunder, and to file claims; and under all policies, (i) the insurer waives any right of set off, counterclaim, subrogation,
or any deduction in respect of any liability of the Borrower, the Subsidiary Guarantors and the Agent, and (ii) such insurance
is primary and without right of contribution from any other insurance which may be available.


(c)       The
insurance required by this Agreement may be effected through a blanket policy or policies covering additional locations and property
of the Borrower, the Subsidiary Guarantors and other Persons not included in the Collateral Property, provided that such
blanket policy or policies comply with all of the terms and provisions of this §7.7 and contain endorsements or clauses assuring
that any claim recovery will not be less than that which a separate policy would provide, including, without limitation, a priority
claim provision and a lender's loss payable endorsement favoring the Agent with respect to property insurance and a per location
aggregate that applies to the commercial general liability insurance.




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(d)       All
policies of insurance required by this Agreement shall be issued by companies authorized to do business in the State where the
policy is issued and also in the States where the Collateral Property is located and having a rating in Best's Key Rating Guide
of at least "A" and a financial size category of at least "X."


(e)       No
Borrower shall carry separate insurance, concurrent in kind or form or contributing in the event of loss, with any insurance required
under this Agreement unless such insurance complies with the terms and provisions of this §7.7.


(f)       In
the event of any loss or damage to a Collateral Property in excess of $1,000,000, the Borrower or the Subsidiary Guarantors shall
give prompt written notice to the insurance carrier and the Agent. Subject to the provisions of (g) below, each Credit Party hereby
irrevocably authorizes and empowers the Agent, at the Agent's option and in the Agent's sole discretion or at the request of the
Required Lenders in their sole discretion, as its attorney in fact, to make proof of such loss, to appear in and prosecute any
action arising from such insurance policies, to collect and receive Insurance Proceeds and Condemnation Proceeds, and to deduct
therefrom the Agent's reasonable expenses incurred in the collection of such Insurance Proceeds; provided, however,
that so long as no Event of Default has occurred and is continuing and so long as the applicable Borrower shall in good faith
diligently pursue such claim, the applicable Borrower may make proof of loss and appear in and prosecute any proceedings or negotiations
with respect to the adjustment of such claim and collect and receive Insurance Proceeds and Condemnation Proceeds of $1,000,000
or less, except that the applicable Borrower may not settle, adjust or compromise any such claim without the prior written consent
of the Agent, which consent shall not be unreasonably withheld or delayed; provided, further, that the applicable
Borrower may make proof of loss and settle, adjust and compromise any claim under casualty insurance policies which is in an amount
less than $1,000,000 so long as no Event of Default has occurred and is continuing and so long as the applicable Borrower shall
in good faith diligently pursue such claim. Subject to the provisions of (g) below, the Borrower and the Subsidiary Guarantors
further authorize the Agent, at the Agent's option, to (i) apply the balance of such Insurance Proceeds and Condemnation Proceeds
to the payment of the Obligations whether or not then due, or (ii) if the Agent shall require the reconstruction or repair of
the Collateral Property, to hold the balance of such proceeds as trustee to be used to pay taxes, charges, sewer use fees, water
rates and assessments which may be imposed on the Collateral Property which are then due and payable and the Obligations as they
become due during the course of reconstruction or repair of the Collateral Property and to pay, in accordance with such terms
and conditions as the Agent or other lenders of construction projects may prescribe, for the costs of reconstruction or repair
of the Collateral Property, and upon completion of such reconstruction or repair to pay the excess to Borrower.




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(g)       Notwithstanding
the foregoing or anything to the contrary contained in the Mortgages, the Agent shall make Insurance Proceeds and Condemnation
Proceeds available to the Borrower or the Subsidiary Guarantors to reconstruct and repair the Collateral Property, in accordance
with such customary terms and conditions as the Agent may reasonably prescribe in the Agent's discretion for the disbursement
of the proceeds, provided that (i) the cost of such reconstruction or repair is not estimated by the Agent to exceed twenty
percent (20%) of the replacement cost of the damaged Building (as reasonably estimated by the Agent), (ii) no Default or Event
of Default shall have occurred and be continuing (other than any Event of Default occurring solely as a result of such casualty
or condemnation), (iii) the Borrower or the Subsidiary Guarantors shall have provided to the Agent additional cash security in
an amount equal to the amount reasonably estimated by the Agent to be the amount in excess of the Insurance Proceeds or Condemnation
Proceeds received which will be required to complete such repair or restoration, (iv) the Agent shall have approved the plans
and specifications, construction budget, construction contracts, and construction schedule for such repair or restoration, not
to be unreasonably withheld, delayed or conditioned, and reasonably determined that the repaired or restored Collateral Property
will provide the Agent with adequate security for the Obligations (which security should be deemed adequate if such security is
substantially comparable to the security in place prior to such casualty or condemnation) (provided that the Agent shall
not disapprove such plans and specifications if the Building is to be restored to substantially its condition immediately prior
to such damage), (v) the Borrower or the Subsidiary Guarantors shall have delivered to the Agent written agreements binding upon
not less than seventy five percent (75%) of the tenants or other parties having present or future rights to possession of any
portion of the affected Collateral Property or having any right to require repair, restoration or completion of the Collateral
Property or any portion thereof (determined by reference to those tenants in the aggregate occupying or having rights to occupy
not less than seventy five percent (75%) of the Net Rentable Area of the Building so damaged), agreeing upon a date for delivery
of possession of the Collateral Property or their respective portions thereof, to permit time which is sufficient in the judgment
of the Agent for such repair or restoration and approving the plans and specifications for such repair or restoration, or other
evidence satisfactory to the Agent that none of such tenants or other parties may terminate their Leases as a result of such casualty
or as a result of having a right to approve the plans and specifications for such repair or restoration, (vi) the Agent shall
reasonably determine that such repair or reconstruction can be completed prior to the Revolving Credit Maturity Date, (vii) the
Agent shall receive evidence reasonably satisfactory to it that any such restoration, repair or rebuilding complies in all respects
with any and all applicable state, federal and local laws, ordinances and regulations, including without limitation, zoning laws,
ordinances and regulations, and that all required permits, licenses and approvals relative thereto have been or will be issued
in a manner so as not to materially impede the progress of restoration, (viii) the Agent shall receive customary evidence reasonably
satisfactory to it that the insurer under such policies of fire or other casualty insurance does not assert any defense to payment
under such policies against Borrower or the Agent (or Borrower shall have provided security for any amounts with respect to which
the insurance carrier is asserting any defense to payment), and (ix) with respect to any Taking, Agent shall determine that following
such repair or restoration there shall be no more than the lesser of (i) a ten percent (10%) reduction in occupancy or rental
income from the Collateral Property so affected by such specific condemnation or taking (excluding any proceeds from rental loss
insurance or proceeds from such award allocable to rent) or (ii) a five percent




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(5%)
reduction in occupancy or in rental income from all of the Collateral Properties (excluding any proceeds from rental loss insurance
or proceeds of such award allocable to rent), after giving effect to the current condemnation or taking and any previous condemnations
or takings which may have occurred. Any excess Insurance Proceeds shall be paid to the Borrower or the Subsidiary Guarantors,
or if an Event of Default has occurred and is continuing (other than any Event of Default occurring solely as a result of such
casualty or condemnation), such proceeds shall be applied to the payment of the Obligations, unless in either case by the terms
of the applicable insurance policy the excess proceeds are required to be returned to such insurer. Any excess Condemnation Proceeds
shall be applied to the payment of the Obligations. In no event shall the provisions of this section be construed to extend the
Revolving Credit Maturity Date or to limit in any way any right or remedy of the Agent upon the occurrence of an Event of Default
hereunder. If the Collateral Property is sold or the Collateral Property is acquired by the Agent, all right, title and interest
of the Borrower and the Subsidiary Guarantors in and to any insurance policies and unearned premiums thereon (other than in connection
with any blanket policy) and in and to the proceeds thereof resulting from loss or damage to the Collateral Property prior to
the sale or acquisition shall pass to the Agent or any other successor in interest to the Borrower or the Subsidiary Guarantors
or purchaser of the Collateral Property.


§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 Collateral Properties or the other Real Estate, sales and activities, or any part thereof, or upon
the income or profits therefrom, as well as all claims for labor, materials or supplies, that if unpaid might by law become a
lien or charge upon any of its property or other Liens affecting any of the 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 Collateral Properties 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's expense (subject to the limitation set forth below) and upon reasonable
prior notice, to visit and inspect any of the Collateral Properties 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 Borrower, the Subsidiary Guarantors and their respective 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. If fire or life safety code violations exist at any of the Initial Collateral Properties (or upon Borrower’s knowledge
thereafter), then the Borrower will provide evidence to the Agent that such violations have been remedied within 30 days (and
for any building code violations within 90 days) of the Closing Date, or upon Borrower’s knowledge, as applicable.


§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.


§7.12Management.
The Borrower and the Subsidiary Guarantors shall not enter into any Management Agreement with a third-party manager for the Collateral
Property without the prior written consent of the Agent (which shall not be unreasonably withheld, delayed or conditioned), and
after such approval, no such Management Agreement shall be modified in any material respect or terminated without Agent's prior
written approval, such approval not to be unreasonably withheld, delayed or conditioned. Agent may condition any approval of a
new manager upon the execution and delivery to Agent of collateral assignment of such Management Agreement to Agent and a subordination
of the manager's rights thereunder to the rights of the Agent and the Lenders under the Loan Documents. The Management Agreements
described on Schedule 6.23 hereto relating to the initial Collateral Properties are approved by Agent.


§7.13Leases
of the Property(b).




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(a)       The
Borrower will, and will cause the Subsidiary Guarantors to, take, or cause to be taken, all reasonable steps within the power
of the Borrower and Subsidiary Guarantors to market and lease the leasable area of the Collateral Properties in accordance with
sound and customary leasing and management practices for similar properties. Any such leasing activity shall be conducted in accordance
with the terms of §7.13(b), below, and the Mortgages. The Agent shall have the right, and the Borrower and Subsidiary Guarantors
hereby authorize the Agent, to communicate directly with any tenant under a Lease to verify any information delivered to the Agent
by the Borrower or Subsidiary Guarantors concerning such tenant or such tenant's Lease.


(b)       The
Borrower will not, and will not permit the Subsidiary Guarantors to, enter into any Lease with a Major Tenant, or amend, supplement
or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant
any concessions to or waive the performance of any obligations of any Lease with a Major Tenant without the prior written consent
of the Agent, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any Lease entered into
after the date hereof which would not be with a Major Tenant, the Borrower and Subsidiary Guarantors may enter into such Lease,
provided that such Lease is (A) a bona fide arm's length lease entered into in the ordinary course of business with a party that
is not an Affiliate of Borrower or the Subsidiary Guarantors, (B) is on the standard lease form approved by Agent without material
modification, addition or other change made by Borrower or a Subsidiary Guarantor not in accordance with reasonable and prudent
leasing practices (including, without limitation, any change which increases the landlord's obligations or decreases the landlord's
rights, creates additional remedies, rights of self-help, offset, termination, co-tenancy or similar provisions for the benefit
of the tenant thereunder, or creates rights of first offer or first refusal), and (C) will not cause a default under any other
Lease. With respect to any Lease which is not with a Major Tenant, the Borrower and Subsidiary Guarantors may amend, supplement
or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting
concessions to or waive the performance of any obligations of any tenant, lessee or licensee under any such Lease in the ordinary
course of business consistent with sound leasing and management practices for similar properties. To the extent the Agent's approval
or consent is required pursuant to this Section 7.13, Agent's approval shall be deemed granted in the event the Agent fails to
respond to the Borrower's request within ten (10) Business Days if (Y) Borrower has delivered to Agent and Agent's counsel the
applicable documents, with the notation


"IMMEDIATE
RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE
LENDER'S APPROVAL" 


prominently displayed
in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (Z) Agent does not
approve or reject the applicable request within ten (10) Business Days from the date Agent and Agent's counsel receive the request
as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., Federal
Express) that the same has been delivered. The Borrower and Subsidiary Guarantors shall furnish the Agent with executed copies
of all Leases or amendments thereto hereafter made. The Borrower and Subsidiary Guarantors shall deliver (i) a payment direction
letter acceptable to the Agent to each new tenant of a Lease entered into after the date hereof, and (ii) if requested by the
Agent, a Subordination, Attornment and Non-Disturbance Agreement reasonably acceptable to the Agent from each new tenant (with
the Agent requiring a Subordination, Attornment and Non-Disturbance Agreement from each tenant occupying in excess of forty percent
(40%) of the Net Rentable Area of any Collateral Property).




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(c)       The
Borrower shall not, and will not permit the Subsidiary Guarantors to, collect any rents, issues, profits, revenues, income or
other benefits payable under any of the Leases for the Collateral Properties more than one (1) month in advance (provided that
the foregoing shall not prohibit the collection of security deposits). The Borrower shall not, and shall not permit the Subsidiary
Guarantors to, directly or indirectly, cause or permit to exist, any condition which would result in the termination or cancellation
of, or which would relieve the performance of any material obligations of any tenant under, any Lease for all or any portion of
the Collateral Properties. In the event that any existing or future security deposit is in the form of a letter of credit, Borrower
or the applicable Subsidiary Guarantor shall cause Agent to be a named beneficiary thereof and shall otherwise cause such letter
of credit to be in form and substance reasonably satisfactory to Agent, and shall assign to Agent its interest in such letter
of credit pursuant to documents reasonably satisfactory to Agent. Without limiting any term of the Loan Documents prohibiting
Borrower or the Subsidiary Guarantors from terminating Leases, any payments received by Borrower or the Subsidiary Guarantors
with respect to early lease termination options or otherwise paid by tenants in consideration of an early termination of any Lease
shall be promptly paid to Agent as a prepayment of the Loans.


§7.14Business
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 the United States), directly or indirectly, and engage in any other activities related
or incidental thereto or permitted pursuant to the terms hereof.


§7.15Registered
Service Mark. Without prior written notice to the Agent, none of the Collateral Properties shall be owned or operated by the
Borrower or the Subsidiary Guarantors under any registered or protected trademark, tradename, service mark or logo.


§7.16Ownership
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.


§7.17RESERVED.


§7.18Plan
Assets. The Credit Parties will do, or cause to be done, all things necessary to ensure that none of the Collateral Properties
will be deemed to be Plan Assets at any time.


§7.19Guarantor
Covenants. Borrower shall cause REIT Guarantor to comply with the following covenants:


(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




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


§7.20Collateral
Properties. Without limiting the further covenants contained in the Security Documents, at all times the Borrower and the
Subsidiary Guarantors shall use commercially reasonable efforts to cause each other Borrower or the applicable tenant, to:


(a)       pay
(or cause to be paid) all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance
charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar
areas adjoining any Collateral Property, now or hereafter levied or assessed or imposed against any Collateral Property or any
part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted where the failure
to pay any of the foregoing could reasonably be expected to have a Material Adverse Effect).


(b)       promptly
pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in
connection with any Collateral Property (except those which are being contested in good faith by appropriate proceedings diligently
conducted where the failure to pay any of the foregoing could reasonably be expected to have a Material Adverse Effect), and in
any event never permit to be created or exist in respect of any Collateral Property or any part thereof any other or additional
Lien or security interest other than Liens permitted hereunder.


(c)       operate
the Collateral Properties in a good and workmanlike manner and in all material respects in accordance with all Legal Requirements
in accordance with Borrower's or such Subsidiary's prudent business judgment, except where the failure to do so would not reasonably
be expected to have a Material Adverse Effect.


§7.21REIT
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.


§7.22Sanctions
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.




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§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:


 



§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; and


(vii)       Other
Indebtedness of the REIT Guarantor and the Borrower (but not any other Credit Party), including 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, provided the REIT Guarantor and the Borrower remain in compliance with the covenants set forth in §§9.1
through 9.4 after incurring such Indebtedness.


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).




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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 Properties,
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 Properties 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;




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(vi)       encumbrances
on a Collateral Property 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


(viii)       Liens
and encumbrances on a Collateral Property 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;




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(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:


(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 (including, without limitation,
by way of an LLC Division) 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.




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§8.5Intentionally
Deleted.


§8.6Compliance
with Environmental Laws. None of the Credit Parties will do any of the following: (a) use any of the Collateral Properties
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 Collateral Properties 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 Collateral Properties except in material compliance with Environmental Laws, (d)
conduct any activity at any Collateral Properties or use any Collateral Properties in any manner that would reasonably be expected
to cause a Release of Hazardous Substances on, upon or into the Collateral Properties 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


(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 Collateral Property (including without limitation any
such Release or disposal occurring prior to the acquisition or leasing of such Collateral Property 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 Collateral Property 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.




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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 Collateral Properties 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 Collateral Property in a quantity or condition that is required
to be contained, corrected or otherwise remediated by the owner or operator of the Collateral Property pursuant to applicable
Environmental Laws and (ii) whether the use and operation of any such Collateral Property complies with all Environmental Laws
to the extent required by the Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable
and objective grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred at or from any
Collateral Property 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 Collateral Property 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 Collateral Property 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 Collateral Property and (ii) whether the use and operation of such Collateral Property complies with
all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections
of such Collateral Property including, without limitation, any and all storage areas, storage tanks, drains, dry wells and leaching
areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate
for a complete determination of the compliance of such Collateral Property 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.
Provided no Default or Event of Default has occurred and is continuing, Borrower and REIT Guarantor may make Distributions of
up to ninety five percent (95%) of Funds from Operations calculated on a trailing twelve (12) month basis. Except as noted in
the next sentence hereof, should a Default or Event of Default be in existence, no cash Distributions shall be permitted except
as required to by the REIT Guarantor maintain REIT status. Notwithstanding the foregoing, no cash distributions will be permitted
during the existence of (a) a monetary Default or Event of Default, or (b) any Event of Default under §12.1(h), (j) or (i).


§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 §5.4 hereof.


§8.9Collateral
Properties. The Borrower and respective Subsidiaries Borrower shall not, nor shall they permit any other Subsidiary Guarantor,
directly or indirectly, to:




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(a)       use
or occupy or conduct any activity on, or knowingly permit the use or occupancy of or the conduct of any activity on any Collateral
Properties by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance
in any manner which would have a Material Adverse Effect or which makes void, voidable, or cancelable any insurance then in force
with respect thereto or makes the maintenance of insurance in accordance with §7.7(a) commercially unreasonable (including
by way of increased premium);


(b)       without
the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection
with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any
Collateral Property or seek any variance under existing zoning ordinances applicable to any Collateral Property or in any event
use or knowingly permit the use of any Collateral Property in such a manner which would result in such use becoming a nonconforming
use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have
a Material Adverse Effect;


(c)       without
the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection
with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant,
or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would
customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration
affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality;


(d)       do
any act, by Borrower or Subsidiary Guarantor which would reasonably be expected to materially decrease the value of any Collateral
Property as reflected in the most-recent Appraisal (including by way of negligent act);


(e)       without
the prior written consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), take
any affirmative action to permit any drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon,
gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of any Collateral Property
regardless of the depth thereof or the method of mining or extraction thereof;


(f)       without
the prior consent of the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), surrender the leasehold
estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate
or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally
or in writing.


§8.10Derivatives
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).




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§8.11Transactions
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 in connection with the Management Agreements, (ii) transactions set forth on Schedule
6.15 attached hereto, (iii) 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 (iv) distributions permitted under §8.7.


§8.12Management
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 Collateral Property 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.


§8.13Changes
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's and REIT Guarantor's compliance with the following covenants shall be tested
quarterly, as of the close of each fiscal quarter. 



§9.1Maximum
Leverage Ratio. The Total Leverage shall not exceed sixty five percent (65%).


§9.2Minimum
Fixed Charge Coverage Ratio. The REIT Guarantor's Fixed Charge Ratio shall not be less than 1.35 to 1.0.


§9.3Minimum
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) $211,181,997.00, 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.


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


§9.5Minimum
Occupancy. The Aggregate Occupancy Rate of the Collateral Properties shall exceed eighty five percent (85%) at all times.




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§9.6Pool
Requirements. There shall at all times be a minimum of four (4) Collateral Properties (excluding any Value Add Properties)
with a minimum aggregate Value of $50,000,000.00.


§10. CLOSING CONDITIONS. The obligation of the Lenders to make the initial Loans or to initially include any Real Estate
in the Collateral Properties 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 in which the Collateral Properties are located
and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement,
corporate charter or operating agreement and/or other organizational agreements of 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 and the Lenders are named as mortgagee and additional insured,
as applicable, on all policies of insurance as required by this Agreement or the other Loan Documents.




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§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).


§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.


§10.11Eligible
Real Estate Qualification Documents(a). The Eligible Real Estate Qualification Documents for each Collateral Property
included in the Collateral as of the Closing Date shall have been delivered to the Agent at the Borrower's expense and shall be
in form and substance reasonably satisfactory to the Agent.


§10.12Compliance
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 include within the calculation
of Net Operating Income any Collateral Properties which have been owned for less than a calendar quarter, and shall be based upon
financial data and information with respect to Collateral Properties as of the end of the most recent calendar month as to which
data and information is available.


§10.13Appraisals.
Except as expressly permitted in §2.1(b), the Agent shall have received Appraisals of each of the Collateral Properties being
included as a Collateral Property for the first time in form and substance satisfactory to the Agent and the Lenders, reflecting
the Appraised Value for such Collateral Properties.


§10.14Consents.
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.


§10.15Beneficial
Ownership Regulation. At least five (5) days prior to the Closing Date, the Borrower shall deliver, on behalf of itself and
any Guarantor that qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, a Beneficial Ownership
Certification in relation to itself and to such Guarantor, to each Lender that so requests such a Beneficial Ownership Certification
together with all other customary "know your customer" documentation required by each Lender.




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§10.16Other.
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.



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


§11.1Prior
Conditions Satisfied. All conditions set forth in §10 and in §5.3 shall continue to be satisfied as of the date
upon which any Loan is to be made provided that this §11.1 shall not require (a) the delivery of any new Appraisal not otherwise
specifically required pursuant to the terms hereof, and (b) any Credit Party to comply with the conditions set forth in §§ 10.2,
10.3, 10.4, 10.5 with respect to any Real Estate which has previously been included in the Collateral.


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


§11.3Borrowing
Documents. The Agent shall have received a fully completed Loan Request for such Loan and the other documents and information
(including, without limitation, a Compliance Certificate) as required by §2.8.


§11.4Future
Advances Tax Payment. In addition to the requirements of §15 hereof, as a condition precedent to any Lender's obligations
to make any Loans available to the Borrower hereunder, the Borrower will obtain a letter from the Title Insurance Company or local
counsel stating that any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent
reasonably determines to be payable as a result of such Loan to any state or any county or municipality thereof in which any of
the Collateral Properties are located, have been paid.


		§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;




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(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 the Letters of Credit or 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];


(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, §9.5 or §9.6;


(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
(i) Borrower or other Credit Party defaults (after the expiration of any notice and cure or grace period) under any recourse Indebtedness
in an aggregate amount equal to or greater than $5,000,000 or suffers a claim under non-recourse carve-out guaranty with respect
to all uncured defaults at any time, or (ii) 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;




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(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;


(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;




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(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 $5,000,000 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;
or


(r)       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.


§12.2Certain
Cure Periods. In the event that there shall occur any Default that
affects only certain Collateral Property or the owner(s) thereof (if such owner is a Subsidiary Guarantor) or the removal of certain
Collateral Property would cure the Default, then the Borrower may elect to cure such Default (so long as no other Default or Event
of Default would arise as a result) by electing to have Agent remove such Collateral Property from the calculation of the Borrowing
Base Availability (and the Borrower's compliance with Section 3.2 as a result thereof), in which event such removal and reduction
shall be completed within thirty (30) days after receipt of notice of such Default from the Agent or the Required Lenders.




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


§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.


§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:




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(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 in accordance
with the terms of the Loan Documents 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 Letter of Credit Liabilities and any interest, expenses or other obligations incurred
after the commencement of a bankruptcy) and Lender Hedge Obligations in the following order;


(i)       To
any other fees and expenses due to the Lenders or the Issuing Lender under the Loan Documents until paid in full;


(ii)       to
the payment of accrued and unpaid interest on all Swing Loans until paid in full;


(iii)       to
payment of accrued and unpaid interest on all other Loans and Letter of Credit Liabilities, for the ratable benefit of the Lenders
and the Issuing Lender, until paid in full;


(iv)       to
the payment of all unpaid principal on all Swing Loans until paid in full;


(v)       payments
of unpaid principal of all other Loans and Letter of Credit Liabilities, to be paid to the Lenders and the Issuing Lender equally
and ratably in accordance with the respective amounts thereof then due and owing to such Persons until paid in full; provided,
however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued
but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Agent to be held as cash collateral;


(vi)       
to payment of all other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Agent, the Issuing
Lender and/or the Lenders until paid in full; and


(vii)       To
any Lender Hedge Obligations equally and ratably in accordance with the respective amounts thereof then due and owing to such
Persons; and


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




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§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.


 



		§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.




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§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, unless such action requires
the approval of all Lenders and such approval was not obtained. 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 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.




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§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 (1) 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.


§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.




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§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. Any such resignation or removal may at Agent's option also constitute Agent's resignation
as Issuing Lender and Swing Loan Lender (with the Commitment Percentage of the Lender which is acting as Agent shall not be taken
into account in the calculation of Required Lenders for the purposes of removing Agent in the event of the Agent's willful misconduct
or gross negligence). 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 and, if applicable, Issuing Lender and Swing Loan Lender, (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 and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably
acceptable to the Borrower. If no successor Agent shall have been appointed and shall have accepted such appointment within 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 and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable,
Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent and, if applicable,
Issuing Lender and Swing Loan Lender, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender,
shall be discharged from its duties and obligations hereunder as Agent and, if applicable, Issuing Lender and Swing Loan Lender.
After any retiring Agent's resignation 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, Issuing Lender
and Swing Loan Lender. If the resigning or removed Agent shall also resign as the Issuing Lender and Swing Loan Lender, such successor
Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession
or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations
of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning
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




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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 Collateral Properties. The Required Lenders may direct
the Agent in writing as to the method and the extent of any such exercise, the Lenders hereby agreeing to indemnify and hold the
Agent harmless in accordance with their respective Commitment Percentages from all liabilities incurred in respect of all actions
taken or omitted in accordance with such directions, except to the extent that any of the same shall be directly caused by the
Agent's willful misconduct or gross negligence as finally determined by a court of competent jurisdiction after the expiration
of all applicable appeal periods, provided that the Agent need not comply with any such direction to the extent that the
Agent reasonably believes the Agent's compliance with such direction to be unlawful in any applicable jurisdiction or commercially
unreasonable under the UCC as enacted in any applicable jurisdiction.


§14.11Bankruptcy.
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, (a) Borrower
will enter into leases or rental agreements covering Collateral Properties that may require the execution of a Subordination,
Attornment and Non-Disturbance Agreement in favor of the tenant thereunder, (b) a Collateral Property may be subject to a Taking,
(c) a Subsidiary Guarantor may desire to enter into easements or other agreements affecting the Collateral Properties, or 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 (w) execute and
deliver to the Borrower Subordination, Attornment and Non-Disturbance Agreements with any tenant under a Lease upon such terms
as Agent in its good faith judgment determines are appropriate (Agent in the exercise of its good faith judgment may agree to
allow some or all of the casualty, condemnation, restoration or other provisions of the applicable Lease to control over the applicable
provisions of the Loan Documents), (x) execute releases of liens in connection with any Taking, (y) execute consents or subordinations
in form and substance satisfactory to Agent in connection with any easements or agreements affecting the Collateral Property,
or (z) 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's business.




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§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.


(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.




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(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, to the payment on a pro rata basis of any amounts
owing by the Defaulting Lender to the Issuing Lender or Swing Loan Lender hereunder; third, if so determined by the Agent or requested
by the Issuing Lender or Swing Loan Lender, to be held as cash collateral for future funding obligations of that Defaulting Lender
of any participation or Letter of Credit or Swing Loan; fourth, as the Borrower may request (so long as no Default or Event of
Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof
as required by this Agreement, as determined by the Agent; fifth, if so determined by the Agent and the Borrower, to be held in
a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under
this Agreement; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender or Swing Loan Lender as a result
of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender or Swing Loan Lender against
that Defaulting Lender as a result of that Defaulting Lender's breach of its obligations under this Agreement; seventh, 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 eighth,
to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is
a payment of the principal amount of any Loans or Letter of Credit Liabilities in respect of which that Defaulting Lender has
not fully funded its appropriate share and (y) such Loans or Letter of Credit Liabilities were made at a time when the conditions
set forth in §11 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit
Liabilities owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or
Letter of Credit Liabilities owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a
Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to
this §14.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents
hereto.


(iii)       That
Defaulting Lender (x) shall not be entitled to receive any facility unused fee pursuant to §2.4 for any period during which
that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been
required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as
provided in §2.11(e).


(iv)       During
any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting
Lender to acquire, refinance or fund participations in Letters of Credit or Swing Loan Lender pursuant to §2.2 or §2.11,
the "Commitment Percentage" of each non-Defaulting Lender shall be computed without giving effect to the Commitment
of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable
Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting
Lender to acquire, refinance or fund participations in Letters of Credit or Swing Loan shall not exceed the positive difference,
if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding of the Loans of and Letter of
Credit Liabilities held by that Lender.




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(v)       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 (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent,
the Issuing Lender or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) such Defaulting
Lender's full pro rata share of all Loans and participations in Letters of Credit and Swing Loans. 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.


(b)       Defaulting
Lender Cure. If the Borrower, the Agent, the Issuing Lender and the Swing Loan Lender 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 and funded and unfunded
participations in Letters of Credit and Swing Loans to be held on a pro rata basis by the Lenders in accordance with their 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.




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§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) any Indemnified Taxes (including any interest and penalties in respect thereto) payable by the Agent or any of the Lenders
(other than taxes based upon the Agent's or any Lender's gross or net income, except that the Agent and the Lenders shall
be entitled to indemnification for any and all amounts paid by them in respect of taxes based on income or other taxes assessed
by any State in which Collateral Property or other Collateral is located, such indemnification to be limited to taxes due
solely on account of the granting of Collateral under the Security Documents and to be net of any credit allowed to the indemnified
party from any other State on account of the payment or incurrence of such tax by such indemnified party), including any recording,
mortgage, documentary or intangibles taxes in connection with the Mortgages and other Loan Documents, or other taxes payable
on or with respect to the transactions contemplated by this Agreement, including any such taxes payable by the Agent or any
of the Lenders after the Closing Date (the Borrower hereby agreeing to indemnify the Agent and each Lender with respect thereto),
(c) all title insurance premiums, engineer's fees incurred by the Agent, third party environmental reviews incurred by the
Agent and 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, (d) 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, the addition or substitution
of additional Collateral Properties or other Collateral (in connection with each Loan and/or otherwise), the review of leases
and Subordination, Attornment and Non-Disturbance Agreements, the making of each Loan hereunder, the issuance of Letters of
Credit, and the third party out-of-pocket costs and expenses incurred in connection with the syndication of the Commitments
pursuant to §18 hereof, and (e) 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 a Collateral
Property 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, UCC filings, title rundowns, title searches
or mortgage recordings, (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 Collateral Properties or the Loans by parties claiming by or through Borrower or any
Guarantor, (b) any condition of the Collateral Properties or any other 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 Collateral Properties
or any other Real Estate, (g) with respect to the Borrower or any Guarantor and their respective properties and assets, subject
to any limitations set forth in the Indemnity Agreements, 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.





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§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.


 



		§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 and further including for purposes of this
§18.1, participations in Letters of Credit and Swing Loans); provided that (a) the Agent and the Issuing Lender shall
have each 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 Revolving Credit Commitment in the event an interest in the Revolving Credit 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 H 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




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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 Revolving
Credit Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any
Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs.


§18.2Register.
The Agent, acting for this purpose as a non-fiduciary agent for the Borrower, 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.


§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.




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§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, (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 shall not be a Defaulting Lender or an Affiliate of
a Defaulting Lender or a natural Person (or a holding company, investment vehicle or trust fund or owned and operated for the
primary benefit of, a natural Person); 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 Revolving Credit 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
(except as otherwise permitted under §5.4, §5.6 or §5.7). 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 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.


§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.




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§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). In addition, the Agent and the Lenders may disclose the existence
of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry
and service providers to the Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents,
and the Commitments. Non-public information shall not include any information which is or subsequently becomes publicly available
other than as a result of a disclosure of such information by a Lender, or prior to the delivery to such Lender is within the
possession of such Lender if such information is not known by such Lender to be subject to another confidentiality agreement with
or other obligations of secrecy to the Borrower, or 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.




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§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.


§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.




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


§20. RELATIONSHIP. Neither the Agent nor any Lender has any fiduciary relationship with or fiduciary duty to the Borrower
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. 





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§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.


 


§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.








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§26. DEALINGS WITH THE BORROWER. The Agent, the Lenders and their affiliates may accept deposits from, extend credit
to, invest in, act as trustee under indentures of, serve as financial advisor of, and generally engage in any kind of banking,
trust or other business with the Borrower and their respective Subsidiaries or any of their Affiliates regardless of the capacity
of the Agent or the Lender hereunder. The Lenders acknowledge that, pursuant to such activities, KeyBank or its Affiliates
may receive information regarding such Persons (including information that may be subject to confidentiality obligations in
favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them. Borrower
acknowledges, on behalf of itself and its Affiliates that the Agent and each of the Lenders and their respective Affiliates
may be providing debt financing, equity capital or other services (including financial advisory services) in which Borrower
and its Affiliates may have conflicting interests regarding the transactions described herein and otherwise. Neither the Agent
nor any Lender will use confidential information described in §18.7 obtained from Borrower by virtue of the transactions
contemplated hereby or its other relationships with Borrower and its Affiliates in connection with the performance by the
Agent or such Lender or their respective Affiliates of services for other companies, and neither the Agent nor any Lender
nor their Affiliates will furnish any such information to other companies. Borrower, on behalf of itself and its Affiliates,
also acknowledges that neither the Agent nor any Lender has any obligation to use in connection with the transactions contemplated
hereby, or to furnish to Borrower, confidential information obtained from other companies. Borrower, on behalf of itself and
its Affiliates, further acknowledges that one or more of the Agent and Lenders and their respective Affiliates may be a full
service securities firm and may from time to time effect transactions, for its own or its Affiliates' account or the account
of customers, and hold positions in loans, securities or options on loans or securities of Borrower and its Affiliates.


 


§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Agreement, any consent or approval required
or permitted by this Agreement may be given, and any 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 (except as provided in §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or
any interest thereon or fee payable under the Loan Documents; (d) a change in the amount of any fee payable to a Lender hereunder;
(e) the postponement of any date fixed for any payment of principal of or interest on the Loan; (f) an extension of the Revolving
Credit Maturity Date (except as provided in §2.13); (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 except as otherwise provided in §5.4,
§5.6 or §5.7; (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) 






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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. There shall be no amendment, modification
or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, and
there shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without
the consent of the Issuing Lender. 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.


§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.






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§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 and the Beneficial Ownership Regulations, it is required to obtain,
verify and record information that identifies Borrower, which information includes names and addresses and other information
and documentation that will allow such Lender or the Agent, as applicable, to identify Borrower in accordance with the Patriot
Act and the Beneficial Ownership Regulations.


 


§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;




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(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;


(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 Collateral Property 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;




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(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;


(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.




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§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.


§36.5Waiver
of Rights Under Anti-Deficiency Rules. Without limiting any other provision of this §36, each Credit Party understands
and acknowledges that, if the Agent forecloses judicially or nonjudicially against any real property Collateral for the Obligations,
such foreclosure could impair or destroy any right or ability that such Credit Party may have to seek reimbursement, contribution,
or indemnification for any amounts paid by such Credit Party under this Agreement. Each Credit Party further understands and acknowledges
that in the absence of this waiver such potential impairment or destruction of such Credit Party's rights, if any, may entitle
such Credit Party to assert a defense to this Agreement based on California Code of Civil Procedure §580d as interpreted
in Union Bank v. Gradsky, (1968) 265 CA 2d 40, 71 CR 64, on the grounds, among others, that the Agent or the Lenders should
be estopped from pursuing such Credit Party because their election to foreclose may have impaired or destroyed such subrogation,
reimbursement, contribution, or indemnification rights of such Credit Party. By execution of this Agreement, each Credit Party
intentionally, freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Credit
Party will be liable under this Agreement even though the Agent has foreclosed judicially or nonjudicially against any real or
personal property Collateral for the Obligations; (ii) agrees that such Credit Party will not assert that defense in any action
or proceeding which the Agent or the Lenders may bring to enforce this Agreement; and (iii) acknowledges and agrees that until
the Obligations have been indefeasibly paid in full, the rights and defenses waived by such Credit Party in this Agreement include
any right or defense that such Credit Party may have or be entitled to assert based on or arising out of California Civil Code
§2848.


§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.




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		§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 Property 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 Property 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.


(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.




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(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 §37(e) 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.


		§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:




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(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.


		§39.	Acknowledgement
                                         Regarding Any Supported QFCs.



To
the extent that the Loan Documents provide support, through a guaranty, mortgage, or otherwise, for any Hedge or any other agreement
or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”),
the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together
with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC
and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may
in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States):


In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, default rghts
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.




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		§40.	ERISA.



(a)       Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agent
and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the
following is and will be true:


(i)       such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments or this Agreement,


(ii)       the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


(iii)       (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender,
the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


(iv)       such
other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.


(b)       In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender
has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Agent is not a fiduciary with
respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise
of any rights by the Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 




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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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	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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	SUBSIDIARY GUARANTOR:
	 	 
	PLYMOUTH SOUTH BEND LLC, a Delaware
    limited liability company
	 	 	 	 
	By	Plymouth Industrial OP, LP, a Delaware
    limited partnership, its manager
	 	 	 	 
	 	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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	SUBSIDIARY GUARANTOR:
	 	 
	PLYMOUTH MEMPHIS ABP LLC, a Delaware
    limited liability company
	 	 	 	 
	By	Plymouth Industrial OP, LP, a Delaware
    limited partnership, its manager
	 	 	 	 
	 	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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	SUBSIDIARY GUARANTOR:
	 	 
	PLYMOUTH 30339
    DIAMOND PARKWAY LLC, a Delaware limited liability company
	 	 	 	 
	By	Plymouth Industrial OP, LP, a Delaware
    limited partnership, its Sole Member
	 	 	 	 
	 	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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	SUBSIDIARY GUARANTOR:
	 	 
	PLYMOUTH 144
    tower LLC, a Delaware limited liability company
	 	 	 	 
	By	Plymouth Industrial OP, LP, a Delaware
    limited partnership, its Sole Member
	 	 	 	 
	 	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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	SUBSIDIARY GUARANTOR:
	 	 
	PLYMOUTH 4430
    SAM JONES LLC, a Delaware limited liability company
	 	 	 	 
	By	Plymouth Industrial OP, LP, a Delaware
    limited partnership, its Sole Member
	 	 	 	 
	 	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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AGENT AND
LENDERS:


 


KEYBANK
NATIONAL ASSOCIATION, as a Lender and as Agent


By: /s/
Thomas Z. Schmitt 

Name: Thomas Z. Schmitt

Title: Assistant Vice President


 


KeyBank National Association


1200 Abernathy Road, Suite 1550

Atlanta, Georgia 30328

Attention: Mr. Tom Schmitt

Telephone: (770) 510-2109

Facsimile: (770) 510-2195


 


 


 


 


 


 


 


 


 


 


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LENDER:


 


JPMORGAN
CHASE BANK, N.A., as a Lender


By: /s/
Paul Choi

Name: Paul Choi

Title: Authorized Signer


 


JPMorgan Chase Bank, N.A.


237 Park Avenue, Floor 06

New York, New York 10017

Attention: Paul Choi

Telephone: (212) 648-1281





 


 


 


 


 


 


 


 


 


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LENDER:


 


BARCLAYS
BANK PLC, as a Lender


By: /s/
Craig Malloy

Name: Craig Malloy

Title: Director


 


Barclays Bank PLC


745 7th Avenue

New York, NY 10019

Attention: Craig Malloy

Telephone: (212) 526-7150





 


 


 


 


 


 


 


 


 


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LENDER:


 


CAPITAL
ONE, NATIONAL ASSOCIATION, as a Lender


By: /s/
Nicholas Eng

Name: Nicholas Eng

Title: Vice President


 


Capital One N.A.


299 Park Avenue, 29th Floor

New York, New York 10171

Attention: Nicholas Eng

Telephone: 646-836-5202





 


 


 


 


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EXHIBIT
A


FORM OF NOTE


$___________________________,
2019


FOR
VALUE RECEIVED, the undersigned (collectively, "Maker"), hereby promise to pay to _________________________________
("Payee"), or order, in accordance with the terms of that certain Amended and Restated Credit Agreement, dated as of
August 7, 2019, 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 (the "Credit Agreement"),
to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the lesser of the principal sum of _________________
($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily
interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time
unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest
applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and 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 Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the
provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving
Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit
Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement.


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




    A-1 


     

    

 


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.


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.




    A-2 


     

    

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: __________________________

         

         



 


 


 


 




    A-3 


     

    

EXHIBIT B


FORM OF SWING
LOAN NOTE


$___________________________,
20__


FOR
VALUE RECEIVED, each of the undersigned (collectively, "Maker"), hereby jointly and severally promise to pay to KEYBANK
NATIONAL ASSOCIATION ("Payee"), or order, in accordance with the terms of that certain Amended and Restated Credit Agreement,
dated as of August 7, 2019, as from time to time in effect, among ______________, KeyBank National Association, for itself and
as Agent, and such other Lenders as may be from time to time named therein (as may be from time to time amended, restated, supplemented
or otherwise modified, the "Credit Agreement"), to the extent not sooner paid, on or before the Maturity Date, the principal
sum of Twenty Five Million Dollars ($25,000,000.00), or such amount as may be advanced by the Payee under the Credit Agreement
as a Swing Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount
hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal
to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal
and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in
the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest
shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein
and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.


Payments
hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address
as Agent may designate from time to time, or made by wire transfer in accordance with wiring instructions provided by the Agent.


This
Note is one of one or more Swing Loan Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions
of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the 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




    B-1 


     

    

 


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.


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 the 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 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.


 


[Remainder of
Page Intentionally Blank]




    B-2 


     

    

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: __________________________

         

         



 


 




    B-3 


     

    

EXHIBIT
C


FORM
OF JOINDER AGREEMENT


THIS
JOINDER AGREEMENT ("Joinder Agreement") is executed as of __________________, 201__, by _______________________________,
a __________________________ ("Joining Party"), and delivered to KeyBank National Association, as Agent, pursuant to
§5.5 of the Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect (the "Credit
Agreement"), among PLYMOUTH INDUSTRIAL OP, LP (the "Borrower"),
the Guarantors, KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto.
Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.


RECITALS


A.       Joining
Party is required, pursuant to §5.5 of the Credit Agreement, to become an additional Subsidiary Guarantor under the Credit
Agreement, the Notes (Guaranty), and the Indemnity Agreement.


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


NOW,
THEREFORE, Joining Party agrees as follows:


AGREEMENT


Joinder.
By this Joinder Agreement, Joining Party hereby becomes a {Subsidiary Guarantor} under the Credit Agreement, the {Notes}{Guaranty},
the Indemnity Agreement, and the other Loan Documents with respect to all the Obligations of { Subsidiary Guarantors} now or hereafter
incurred under the Credit Agreement and the other Loan Documents. Joining Party agrees that Joining Party is and shall be bound
by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a {Subsidiary
Guarantor}under the Credit Agreement, the {Notes}{Guaranty}, the Indemnity Agreement and the other Loan Documents from and after
the Effective Date.{MODIFY AS APPROPRIATE TO JOIN GUARANTY}


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




    C-1 


     

    

 


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


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


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


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


The
effective date (the "Effective Date") of this Joinder Agreement is _________________, 20__.


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


"JOINING
PARTY"


_________________________________________,
a ________________________________


By:                                                              

Name:                                                     
 Title:                                                        


[SEAL]


ACKNOWLEDGED:


KEYBANK NATIONAL
ASSOCIATION, as Agent


	By:	 
	 	 
	Its:	 


[Printed
Name and Title]




    C-2 


     

    

EXHIBIT
D


FORM OF REQUEST
FOR REVOLVING CREDIT LOAN


KeyBank National Association, as Agent


1200 Abernathy Road, Suite 1550

Atlanta, Georgia 30328

Attention: Mr. Tom Schmitt





Ladies and Gentlemen:


Pursuant
to the provisions of §2.8 of the Amended and Restated Credit Agreement, dated as of August 7, 2019 (as the same may hereafter
be amended, the "Credit Agreement"), among PLYMOUTH INDUSTRIAL OP, LP, a Delaware limited partnership (the "Borrower"),
the Guarantors, KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto, the
undersigned Borrower hereby requests and certifies as follows:


1.       Revolving
Credit Loan. The undersigned Borrower on behalf of all Borrower hereby requests a [Revolving Credit Loan under §2.8
of the Credit Agreement]:


Principal Amount: $__________

Type (LIBOR Rate, Base Rate):

Drawdown Date:

Interest Period for LIBOR Rate Loans:


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


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


No
Default. The undersigned Authorized Officer or chief financial officer or chief accounting officer of Borrower certifies that
the Borrower and the Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect
to the making of the Loan requested hereby and no Default or Event of Default has occurred and is continuing. Attached hereto
is a Borrowing Base Availability Certificate setting forth a calculation of the Borrowing Base Availability after giving effect
to the Loan requested hereby. Except as set forth on Schedule 1 attached hereto, no condemnation proceedings are pending or, to
the undersigned knowledge, threatened against any Collateral Property.


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




    D-1 


     

    

 


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


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


The
undersigned is providing the certifications and other statements set forth herein solely in the undersigned's representative capacity
and not in the undersigned's personal capacity.


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


 


	 	PLYMOUTH
        INDUSTRIAL OP, LP, a Delaware limited partnership

         

        By: ______________________________

        Name:____________________________

        Title: _____________________________

         

         



 


 


 




    D-2 


     

    

EXHIBIT
E


 


FORM
OF LETTER OF CREDIT REQUEST


[DATE]


KeyBank National Association, as Agent

1200 Abernathy Road, Suite 1550

Atlanta, Georgia 30328


Attention: Mr. Tom Schmitt


 


 


		Re:	Letter
                                         of Credit Request under Amended and Restated Credit Agreement, dated as of August 7,
                                         2019



Ladies
and Gentlemen:


Pursuant
to §2.11 of the Amended and Restated Credit Agreement, dated as of August 7, 2019, among you, certain other Lenders, PLYMOUTH
INDUSTRIAL OP, LP, a Delaware limited partnership ("Borrower"), and the Guarantors (the "Credit Agreement"),
we hereby request that you issue a Letter of Credit as follows:


(i)       Name
and address of beneficiary:


(ii)       Face
amount: $


(iii)       Proposed
Issuance Date:


(iv)       Proposed
Expiration Date:


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


(vi)       Purpose
of Letter of Credit:


This
Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions
and provisions set forth in §2.11 of the Credit Agreement.


The
undersigned Authorized Officer or chief financial officer or chief accounting officer of Borrower certifies that the Borrower
is and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of the Letter of
Credit requested hereby and no Default or Event of Default has occurred and is continuing. Attached hereto is a Borrowing Base
Availability Certificate setting forth a calculation of the Borrowing Base Availability after giving effect to the Letter of Credit
requested hereby. Except as set forth on Schedule 1, no condemnation proceedings are pending or, to the undersigned knowledge,
threatened against any Collateral Property.




    E-1 


     

    

 


We
also understand that if you grant this request this request obligates us to accept the requested Letter of Credit and pay the
issuance fee and Letter of Credit fee as required by §2.11(e). All capitalized terms defined in the Credit Agreement and
used herein without definition shall have the meanings set forth in §1.1 of the Credit Agreement.


The
undersigned Authorized Officer or chief financial officer or chief accounting officer of Borrower certifies, represents and agrees
that each of the representations and warranties made by or on behalf of the Borrower or their respective Subsidiaries (if applicable),
contained in the Credit Agreement, in the other Loan Documents or in any document or instrument delivered pursuant to or in connection
with the Credit Agreement was true in all material respects as of the date on which it was made, is true as of the date hereof
and shall also be true at and as of the proposed issuance date of the Letter of Credit requested hereby, with the same effect
as if made at and as of the proposed issuance date, except to the extent of changes resulting from transactions permitted by the
Loan Documents or except to the extent it would not have a Material Adverse Effect (it being understood and agreed that any representation
or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified
date).


The
undersigned is providing the certifications and other statements set forth herein solely in the undersigned's representative capacity
and not in the undersigned's personal capacity.


	 	Very truly yours,

         

	 	PLYMOUTH
        INDUSTRIAL OP, LP, a Delaware limited partnership

         

        By: ______________________________

        Name: ______________________________

        Title: ______________________________

         

         



 


 




    E-2 


     

    

EXHIBIT
F


FORM OF BORROWING BASE
AVAILABILITY CERTIFICATE


 


BORROWING BASE
AVAILABILITY CERTIFICATE


TO: KeyBank National Association ("Agent")


 


		RE:	Amended
                                         and Restated Credit Agreement, dated as of August 7, 2019 (the, "Credit Agreement")
                                         between Agent, the Lenders described therein, and PLYMOUTH INDUSTRIAL OP, LP (the, "Borrower")



 


 


This Borrowing Base
Availability Certificate is submitted by Borrower to Agent pursuant to the provisions of the Credit Agreement. Capitalized terms
used herein which are not otherwise specifically defined shall have the same meaning herein as in the Credit Agreement.


 


Calculations
of the Borrowing Base Availability are set forth on the certificates annexed hereto.


 


The Borrower hereby
further certifies, warrants and represents to Agent and the Lenders that: (i) to the best of the Borrower's knowledge, the financial
information provided by the Borrower to the Agent herein is true and accurate in all materials respects; and (ii) to the best
of the Borrower's knowledge, no Default or Event of Default has occurred and is continuing under the Credit Agreement or any of
the other Loan Documents.


 


 


Executed as an instrument
under seal as of the ____ day of _____________, 20__.


 


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


 


 




    F-1 


     

    




 


APPENDIX TO BORROWING
BASE AVAILABILITY CERTIFICATE


 




    F-2